TCR_Public/110506.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 6, 2011, Vol. 14, No. 124

                            Headlines

995 SOUTH: Voluntary Chapter 11 Case Summary
A-NGAE1 LLC: Court to Hold Combined Hearing on May 18
ADVANCED LIFE SCIENCES: Halts Operations Due to Severe Cash Woes
AEOLUS PHARMACEUTICALS: Registers $5MM Shares Under Option Plan
ALEX LOBERA: Conversion to Chapter 11 Not Warranted

ALEXANDER PROPERTY: Case Summary & 20 Largest Unsecured Creditors
ALLEN FERGUSON: Discloses $2.5-Mil. in Assets, $6.8-Mil. in Debts
ALLEN HOSPITALITY: Voluntary Chapter 11 Case Summary
ALLY FINANCIAL: S&P Ups Counterparty Credit Rating to 'B+'
AIRTRAN HOLDINGS: S&P Raises CCR From 'B-' on Southwest Merger

AMERICA CAPITAL: Judge Sends 3rd Party Complaint to State Court
AMERICAN APPAREL: Dov Charney Discloses 45.6% Equity Stake
AMERICAN AXLE: Has "Strong Start", $36.6-Mil. Profit in Q1
ANDRE CHREKY: Owner Faces More Claims from Two Employees
ANDRE CHREKY: District Court Affirms $7-Mil. Accord With Thong

ANDRE CHREKY: Court Explains D.C. Law Governing Spousal Assets
ANDREW BAILEY: Court Rejects 4th Amended Suit v. Mortgage Lenders
APRIA HEALTHCARE: Moody's Downgrades CFR From 'Ba3' to 'B1'
ARCH COAL: S&P Puts 'BB-' CCR on CreditWatch on Acquisition Plans
ARLIE & CO: Bankruptcy Court Confirms Reorganization Plan

AXION INTERNATIONAL: Posts $2.3-Mil. Loss for Dec. 31 Quarter
BABY FOX: Dismisses Friedman LLP as Independent Accountants
BAKERS FOOTWEAR: Files Form 10-K; Posts $9.29MM Loss in 2011
BARNES BAY: Revises Sale-Based Plan Ahead of Next Friday's Hearing
BELTWAY 8: Court to Consider Approval of Plan Disclosures May 13

BERKLINE/BENCHCRAFT: Judge Gives OK to Pact With Liquidator
BERNARD L. MADOFF: June to be Pivotal Hearing in HSBC Suit
BERNARD L. MADOFF: Judge Agrees to Hear Suit vs. JPMorgan
BIOFIX HOLDING: Case Summary & 12 Largest Unsecured Creditors
BIOSCRIP INC: S&P Affirms 'B' CCR; Outlook Revised to Stable

BLOCKBUSTER INC: Grant Thornton Named Receiver for Canadian Unit
BLUEKNIGHT ENERGY: Enters Into 2nd Non-Disclosure Pact with MSD
BLUEKNIGHT ENERGY: Inks 2nd Non-Disclosure Agreement with Solus
BOMBARDIER RECREATIONAL: S&P Raises CCR to 'B'; Outlook is Stable
BONDS.COM GROUP: Recurring Losses Prompt Going Concern Doubt

BOWE BELL + HOWELL: U.S. Trustee Aims to Slow Down Auction
BREWERY PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
BRIGHTGREEN HOME: Case Summary & 20 Largest Unsecured Creditors
BROADVIEW NETWORKS: S&P Affirms 'B' CCR; Outlook Revised to Neg.
BUILDERS FIRSTSOURCE: Files Form 10-Q; Posts $21.25MM Net Loss

BUILDERS FIRSTSOURCE: S&P Lowers CCR to 'CCC'; Outlook is Negative
BUSINESS DEVELOPMENT: PKF Raises Going Concern Doubt
CADENCE INNOVATION: Plan Outline Hearing Scheduled for June 29
CAJUN SPECIALTY: Case Summary & 18 Largest Unsecured Creditors
CATALYST PAPER: Incurs C$12.9-Mil. Net Loss in 1st Quarter

CATALYST PAPER: S&P Affirms 'CCC+' Corporate Credit Rating
CELANESE US: S&P Assigns 'BB-' Rating on $400MM Sr. Notes
CHARLES MCLAUGHLIN: Middleton's Mechanic's Lien Junior to Bank's
CHARTER COMMS: Fitch Rates $1BB Sr. Unsecured Notes 'BB-'
CHARTER COMMS: S&P Rates $1Bln. Sr. Unsecured Notes 'BB-'

CHINA NETWORKS: CNH Partners Discloses 7.44% Equity Stake
CHRYSLER GROUP: Moody's Assigns 'B2' Corporate Family Rating
CHRYSLER GROUP: S&P Rates Corporate Credit 'B+'; Outlook Stable
CIT GROUP: Moody's Upgrades Corporate Family Rating to 'B2'
CLEAN BURN: Finds Defective Lien on Corn Inventory

COLORADO SUN: District Court Stays Sale Process Pending Appeal
COMMERCIAL VEHICLE: Closes $250MM of 7.875% Sr. Notes Offering
CORNERSTONE BANCSHARES: To Offer 600,000 Series A Pref. Shares
COSIMO, LLC: Case Summary & 9 Largest Unsecured Creditors
CRIPPS-FRANCE PHARMACY: Case Summary & Creditors List

CROSS BORDER: Enters Into $550,935 Loan Pact with Green Shoe
CURTIS NELSON: Files for Chapter 11 Bankruptcy Protection
DARRYL EASON: Court Wants Plan Documents Amended
DBSD N.A.: Assets to Create Wireless Broadband Biz, Says Buyer
DIAMOND APEX: Case Summary & 4 Largest Unsecured Creditors

DIMENSIONS HEALTH: Fitch Affirms Revenue Bonds at 'CC'
DISH DBS: Fitch Rates Senior Unsecured Notes 'BB-'; Outlook Stable
DISH DBS: S&P Rates $1.75Bln. Sr. Unsecured Notes 'BB-'
DOMINION CLUB: Parties to Mediate Before Judge Santoro
DRYSHIPS INC: Closes $500MM of 9.5% Senior Unsec. Notes Offering

DRYSHIPS INC: Ocean Rig Signs Restructuring for $1.1-Bil. Loan
EMBE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
ENEA SQUARE: Case Summary & 11 Largest Unsecured Creditors
EPICEPT CORP: Former E&Y Partner Named to Board of Directors
EPICOR SOFTWARE: S&P Rates Corp. Credit 'B'; Outlook is Negative

ESTATE FINANCIAL: Trustee Sues Bryan Cave $100-Mil for Malpractice
FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to 'BB+'
FERRO CORP: S&P Raises to CCR to 'BB' on Improved Performance
FINLEY TERRACE: Case Summary & 20 Largest Unsecured Creditors
FIRST FEDERAL: Posts $1.5 Million Net Loss in March 31 Quarter

FIRST FEDERAL: Closes $46.3 Million Investment From Bear State
FIRST FEDERAL: Stockholders OK All Proposals at Annual Meeting
FIRST SECURITY: Ralph Mathews Resigns from Board of Directors
FORUM HEALTH: Has Plan with Up to 5.36% for Unsecured Creditors
FRIENDSHIP VILLAGE: S&P Lowers Rating on $16.1MM Bonds to 'BB-'

GENTA INC: Has 127.24 Million Outstanding Common Shares
GLOBAL INDUSTRIAL: 3rd Cir. Says Insurers Can Appeal Plan Order
GOLD TOE: S&P Withdraws 'CCC' CCR After Acquisition by Gildan
GRAHAM PACKAGING: Parent Has $8.09-Mil. Profit in 1st Quarter
GRUBB & ELLIS: Zazove Associates Discloses 5.4% Equity Stake

HARMONY FOODS: S&P Rates Corp. Credit 'B-'; Outlook is Stable
HEALTH ADVENTURE: Judge Approves Assets Sale to Park Ridge
HEATING OIL: N.J. Super Ct. Reinstates Church Mutual Suit
HOLLY LARSEN: Court Approves Disclosure Statement
HOVNANIAN ENTERPRISES: To Offer $12MM 10.625% Sr. Secured Notes

HUDSON TOWNHOMES: Case Summary & 16 Largest Unsecured Creditors
IA GLOBAL: CFO Scott Resigns; Former ClearOne CFO Joins Mgt.
INN AT THE MACKINAW: Case Summary & 20 Largest Unsecured Creditors
INTEGRA BANK: Posts $46.2 Million Net Loss in March 31 Quarter
INTEGRATED FREIGHT: C. White Alleged to Have Resigned from Board

INTELSAT SA: Subsidiary Executes Fourth Supplemental Indenture
INTERPUBLIC GROUP: Fitch Affirms Preferred Stock at 'BB+'
INTERTAPE POLYMER: Inks 2nd Amendment to Loan Security Agreement
JACKSON HEWITT: NYSE to Suspend Trading
JACKSON HEWITT: Extends Payment Date of 2006 Credit Pact to May

JOHN CALHOUN: Means Test Passed, Bankruptcy Dismissed for Abuse
JPJ INVESTMENT: Voluntary Chapter 11 Case Summary
KEELEY AND GRABANSKI: Trustee Named; Personal Case Nears Dismissal
KIRBY PETERSON: Petitioner's Counsel Granted $13T in Fees
LEE ENTERPRISES: Moody's Withdraws 'Caa1' Corporate Family Rating

LEHR CONSTRUCTION: Executives Charged With $30 Million Fraud
LNR PROPERTY: S&P Raises Counterparty Credit Rating to 'BB-'
MACY'S INC: Moody's Affirms 'Ba1' Corporate Family Rating
MARKWELL MOTOR: Jan. 23 Auction for Vacant Motor Club Building
MATTHEW RYAN: Receiver Can Liquidate Assets; Faces Chapter 11 Case

MCNA CABLE: S&P Rates First-Lien Term Loan, Revolver 'B+'
MEDICAL ALARM: Joseph Noel Discloses 9.7% Equity Stake
METROPCS WIRELESS: S&P Keeps 'BB' Rating on Term Loan After Upsize
MGM RESORTS: Hearing Held to Consider MGM China's Listing on HKSE
MIDWEST BANC: Plan Confirmation Hearing Set for May 25

MOHAWK INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
MOMENTIVE PERFORMANCE: 2011 Incentive Compensation Plan Okayed
MOMENTIVE SPECIALTY: 2011 Incentive Compensation Plan Approved
MPG OFFICE: Compensation Committee Revises Director Equity Awards
NEFF RENTAL: S&P Assigns 'B' CCR, Says Outlook is Stable

NORTEL NETWORKS: RPX May Bid Against Google for 6,000 Patents
OLD COLONY: Proposes June 10, 2011 Claims Bar Date
PALM HARBOR: U.S. Trustee Amends List of Members of Committee
PALM HARBOR: Has Until May 27 to File Chapter 11 Plan
PILGRIM'S PRIDE: Mirant, Not Perdue, Applies to Fee Enhancement

PLATINUM PROPERTIES: Sec. 341 Creditors' Meeting Set for June 8
PLATINUM PROPERTIES: Taps Baker & Daniels as Bankruptcy Counsel
PLATINUM STUDIOS: Lawrence White Appointed Interim CFO
POTOMAC CONSTRUCTION: Case Summary & Creditors List
QUANTUM FUEL: Sr. Lender Demands $500,000 Due Under Term Note B

RADICAL BUNNY: SEC Wins Judgement for $197-Mil. Mortgage Scheme
REGEN BIOLOGICS: Faces Suit Over Patent Issues of Off Madison
REVLON CONSUMER: Reports $12 Million Net Income in March 31 Qtr.
RIO RANCHO: Gets Approval to Use Cash Collateral Until May 29
RIO RANCHO: Court Sets June 5 Claims Bar Date

ROSSCO HOLDING: Proposes $19.5-Mil. Sale of College Station
SAI KRUPA: Case Summary & 15 Largest Unsecured Creditors
SEQUENOM, INC: Chinese University License Pact Kept Confidential
SEQUOIA PARTNERS: Wants Plan Extension as Key Case Ongoing
S.H.S. RESORT: Helios Still Objecting to Revised Plan

SINHA ENTERPRISES: Case Summary & Largest Unsecured Creditor
SJT VENTURES: Case Summary & 9 Largest Unsecured Creditors
SW PENNSYLVANIA: Bank Acquires Building at Sheriff's Sale
SWHG HOSPITALITY: Voluntary Chapter 11 Case Summary
SYNERGY ACCEPTANCE: Case Summary & 20 Largest Unsecured Creditors

TAMALPAIS BANCORP: N.D. Calif. Declines to Withdraw Reference
TAURUS QUADRIGA: Case Summary & 14 Largest Unsecured Creditors
TAYLOR & BISHOP: Court Approves Disclosure Statement
TAYLOR & BISHOP: Plan Exclusivity Extended Until June 2
TEAM NATION: Board OKs Increase to 5-Billion Authorized Shares

TEREX CORP: Moody's Keeps 'B2' Corp. Family Rating; Outlook Neg.
TERRESTAR NETWORKS: June 15 Auction for Mobile Phone Biz. Set
TOWNSENDS INC: Omtron Laying Off 145 Employees at Siler Plant
TRANS-LUX CORPORATION: Gabelli Funds Discloses 4.75% Equity Stake
TRANSCOLOR CORP: Venable Skewers $1.6-Bil. Conspiracy Suit

TYMACO INC: Voluntary Chapter 11 Case Summary
UNI-PIXEL INC: To Hold 1st Quarter Results Conference Call Monday
UNIVERSAL BIOENERGY: CEO Says Company "Growing Very Strong"
US FOODSERVICE: S&P Gives 'CCC+' Rating to $400MM Notes Due 2019
USEC INC: Registers 8MM Shares Under 2009 Equity Incentive Plan

USG CORP: Files Form 10-Q; Posts $105MM Net Loss in March 31 Qtr.
VALLE PROPERTIES: Voluntary Chapter 11 Case Summary
VIRGIN OIL: Paxton Energy Enters Into Agreement to Acquire Firm
VITRO SAB: Has Secret Plan to Keep Units, Says Committee
WCK INC: Sec. 341 Creditors' Meeting Set for June 7

WEST END FINANCIAL: Asks for Substantive Consolidation
WESTMORELAND COAL: Removes Listing of Securities from NYSE Amex
WILLIAM LYON: Expects to Report $137 Million Net Loss in 2010

* April Consumer Bankruptcy Filings Fall 7% from Last Year
* FDIC Securitizes Loans of 13 Failed Banks
* Michigan Gov. Mulls Emergency Managers for Insolvent Schools

* Kamakura Troubled Firm Index Shows Improvement in Credit Quality

* Cohen & Grigsby Attorney Re-Appointed by Florida Bar

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors


                            *********

995 SOUTH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 995 South Mason Road L. P.
        dba Dry Clean Super Center on South Mason Road
        995 South Mason Road
        Katy, TX 77450

Bankruptcy Case No.: 11-33765

Chapter 11 Petition Date: May 1, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

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

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

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

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

The petition was signed by Luke E. Caskey, manager of 995 South
Mason Road I, LLC, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mason Rd. Limited Partnership         11-33766          05/01/11


A-NGAE1 LLC: Court to Hold Combined Hearing on May 18
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada is set to
hold a combined hearing on May 18, 2011, to consider the adequacy
of the disclosure statement explaining A-NGAE1 LLC's amended
prepackaged plan of reorganization, and the confirmation of that
plan.

A-NGAE1 filed an amended plan on Feb. 17, 2011, which modifies the
initial plan by removing Section 5.5.  Section 5.5 provides that
approval of the plan by lenders holding 51% or more of the total
amount of allowed note claims will be deemed to constitute an
action by those lenders to release the guarantor from all of its
obligations under the guarantee, and will be binding upon all
lenders.

The removal of Section 5.5 will not affect the amount or
percentage of Class A Membership Interests that the lenders will
receive on account of their note claims or the voluntary releases
granted by the lenders that voted in favor of the original plan.
If the amended plan is confirmed, those releases will be effective
notwithstanding the removal of the provision.

                        About A-NGAE1, LLC

Las Vegas, Nevada-based A-NGAE1, LLC, a Nevada limited liability
company, filed for Chapter 11 bankruptcy protection on May 12,
2010 (Bankr. D. Nev. Case No. 10-18719).  Georganne W. Bradley,
Esq., at Kaempfer Crowell Et Al., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million
as of the Petition Date.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051), et
al., filed separate Chapter 11 petitions.


ADVANCED LIFE SCIENCES: Halts Operations Due to Severe Cash Woes
----------------------------------------------------------------
Advanced Life Sciences Holdings, Inc. it has suspended operations
and terminated its staff due to its severe lack of liquidity.

"We presently do not have sufficient cash to fund our operations
and have curtailed substantially all activities," stated the
Company's Chairman and Chief Executive Officer, Dr. Michael T.
Flavin.  The Company's Board of Directors is considering all
strategic alternatives in light of the Company's current financial
circumstances, and the suspension of operations will limit the
Company's need for working capital while it continues to explore
possible solutions.  The Company's ability to continue as a going
concern will depend on the results of the Board's efforts, and a
filing under the federal bankruptcy laws is a distinct
possibility.

Advanced Life Sciences is a biopharmaceutical company engaged in
the discovery, development and commercialization of novel drugs in
the therapeutic areas of infection, oncology and respiratory
diseases.  The Company's lead candidate, Restanza(TM), is a novel
once-a-day oral antibiotic in late-stage development for the
treatment of respiratory tract infections including community
acquired bacterial pneumonia (CABP) and biodefense pathogens
including anthrax, plague and tularemia.


AEOLUS PHARMACEUTICALS: Registers $5MM Shares Under Option Plan
---------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a registration statement on Form S-8
registering 5 million shares of common stock at a proposed maximum
aggregate offering price of $2.47 million.  The securities are
registered under the Amended and Restated 2004 Stock Option Plan.
A full-text copy of the Registration Statement is available for
free at http://is.gd/QfmiWf

                    About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses, negative cash flows from
operations and management believes the Company does not currently
possess sufficient working capital to fund its operations past the
second quarter of fiscal 2012.

The Company reported a net loss of $25.9 million, which included a
non-cash charge of $21.3 million related to increases in the fair
value of warrants, for fiscal 2010, compared with a net loss of
$2.3 million for fiscal 2009.  The Company did not generate any
revenue during fiscal 2010 or fiscal 2009.


ALEX LOBERA: Conversion to Chapter 11 Not Warranted
---------------------------------------------------
WestLaw reports that the conversion of the Chapter 7 case of a
non-consumer, business debtor to one under Chapter 11 was not
warranted, even though a conversion would further the policy of
estate maximization by allowing creditors to capture the debtor's
postpetition personal service income.  Conversion would not serve
the interests of the debtor or those he supported, and would trap
the debtor, who had no business to reorganize, in a Chapter 11
proceeding that he did not need and did not want.  In re Lobera, -
-- B.R. ----. 2011 WL 941331 (Bankr. D. N.M.).

A copy of the Honorable James S. Starsynski's Memorandum Opinion
dated Mar. 16, 2011, denying Gila Regional Medical Center's motion
to convert or dismiss is available at http://is.gd/Jor2HTfrom
Leagle.com.

Physician Alex Lobera filed a chapter 7 petition (Bankr. D. N.M.
Case No. 10-13203) on June 25, 2010.  Lobera Imaging, P.C.,
located in Las Cruces, N.M., filed a chapter 11 petition (Bankr.
D. N.M. Case No. 10-12751) estimating less than $50,000 in assets
and more than $1,000,000 in debts, on May 28, 2010.  Dr. Lobera is
represented by  Christopher M. Gatton, Esq., at the Law Office of
George ("Dave") Giddens, P.C., and Lobera Imaging is represented
by R, Trey Arvizu, III, Esq., in Las Cruces, N.M.


ALEXANDER PROPERTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alexander Property Investments, LLC
        55 E Long Lake Rd
        Troy, MI 48085

Bankruptcy Case No.: 11-52624

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Morris B. Lefkowitz, Esq.
                  LAW OFFICE OF MORRIS B. LEFKOWITZ
                  24100 Southfield Rd., Suite 203
                  Southfield, MI 48075
                  Tel: (248) 559-0180
                  E-mail: morris.lefkowitz@yahoo.com

Scheduled Assets: $5,500,000

Scheduled Debts: $9,782,119

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-52624.pdf

The petition was signed by Hana Karcho-Polselli, member.


ALLEN FERGUSON: Discloses $2.5-Mil. in Assets, $6.8-Mil. in Debts
-----------------------------------------------------------------
John Reid Blackwell at the Richmond Times-Dispatch reports that
Allen Mead Ferguson and his wife, Mary Rutherfoord M. Ferguson,
said in bankruptcy court filings that they have liabilities of
about $6.77 million and assets worth about $2.46 million.

According to court records, the Fergusons, a prominent Richmond
couple known for their philanthropy, had more than $20,000 a month
in expenses.  They sold art collection and real estate in Wyoming
in 2010 raised $290,000 but was not enough to cover the debts,
prompting them to pursue Chapter 11 bankruptcy.

The Fergusons also have also taken their business, the 75-year-old
Mercer Rug Cleansing Inc., into Chapter 11 bankruptcy, according
to the report.

Allen Ferguson, along with his wife, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 11-32141) on March 31, 2011.

Mr. Ferguson signed a Chapter 11 petition for Mercer Rug
Cleansing, Inc. on April 26, 2011 (Bankr. E.D. Va. Case No. 11-
32775).  David K. Spiro, Esq., at Hirschler Fleischer, in
Richmond, represents Mercer.  Mercer is estimated to have
$1 million to $10 million in assets and debts in its Chapter 11
petition.


ALLEN HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Allen Hospitality, LLC
        438 Cave River Dr.
        Murphy, TX 75094

Bankruptcy Case No.: 11-41438

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.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 Manpreet Singh, manager.


ALLY FINANCIAL: S&P Ups Counterparty Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on both Ally Financial Inc. (formerly
GMAC Inc.) and subsidiary Residential Capital LLC (ResCap) to 'B+'
from 'B'. The outlook on both ratings is stable.

"We also raised our rating on Ally's preferred securities to 'CCC'
and our rating on ResCap's junior subordinated and senior
unsecured debt to 'B-'. We affirmed our 'C' short-term rating on
Ally and ResCap," S&P stated.

"Ally, an automobile- and mortgage-finance and servicing company,
and ResCap, its mortgage subsidiary, improved their capital,
credit quality, earnings, and liquidity in recent months," said
Standard & Poor's credit analyst Brendan Browne. They also settled
a material portion of their mortgage repurchase risk and have been
profitable.

The U.S. Treasury converted $5.5 billion of its convertible
preferred shares in Ally into common stock in December 2010. That
not only improved the company's capital, but also reduced its
preferred dividend obligations by about $500 million annually.
In December 2010, Ally and ResCap agreed to pay Fannie Mae $462
million to eliminate repurchase obligations on most mortgages that
ResCap originated and sold to Fannie Mae before June 30, 2010.
They reached a similar settlement with Freddie Mac earlier in
2010. The agreements substantially reduced the company's mortgage
repurchase risk.

Ally's nonperforming assets (NPAs) fell 35% in 2010. ResCap, which
accounts for most of the consolidated company's problem assets,
has shrunk its "legacy" assets by more than 60% in two years and
substantially written down its NPAs. Ally has shown continued
access to the debt markets. It issued $8.0 billion in unsecured
debt in 2010 and another $3.75 billion to date in 2011. It also
sold $2.7 billion of trust preferred securities previously owned
by the U.S. Treasury and $1 billion of preferred shares. Ally and
ResCap were profitable in 2010 and the first quarter of 2011.

"We caution, however, that ResCap's financial status remains
tenuous and its capital slim. Our rating on ResCap reflects the
funding and capital support Ally has provided. Any change in
Ally's willingness or ability to support ResCap -- which we don't
expect -- would likely pressure ResCap's rating substantially.
Furthermore, significant challenges remain for Ally as it
continues to transition into an independent bank holding company.
More than $20 billion of Ally's unsecured debt matures in 2011 and
2012, and its funding profile remains subject to a high degree of
confidence sensitivity, in our view. We expect the company to meet
all debt maturities through 2012, but any unexpected problems
could sharply limit its access to the debt markets and impair its
ability to originate new loans," according to S&P.

"The stable outlooks on Ally and ResCap reflect our expectation
that both companies will remain profitable and meet all debt
maturities in 2011 and 2012. We could raise the ratings if Ally
further improves its funding and resolves some of the legal and
regulatory issues surrounding the mortgage business, including
reaching a settlement with the Fed and state AGs over mortgage
servicing issues, without substantial losses. We would also
require additional evidence that Ally and ResCap won't be forced
to repurchase a large sum of mortgages in a relatively short
period. We could lower the ratings if the companies don't meet our
earnings expectations, if they report substantial losses related
to repurchase and servicing risks, or if Ally's funding
capacity deteriorates," S&P stated.


AIRTRAN HOLDINGS: S&P Raises CCR From 'B-' on Southwest Merger
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on AirTran Holdings Inc. (AirTran) to 'BBB-' from 'B-' and
raised its senior unsecured debt rating to 'BBB-' from 'CCC'.

"We removed the ratings from CreditWatch, where we placed them
with positive implications on Sept. 27, 2010, when Southwest and
AirTran announced a merger agreement. We are withdrawing our '6'
recovery rating on AirTran's senior unsecured debt, because we do
not assign recovery ratings to investment-grade companies," S&P
stated.

AirTran's ratings now reflect the consolidated credit quality of
its parent company, Southwest Airlines Co.

The rating outlook reflects Southwest's rating outlook, which is
stable.


AMERICA CAPITAL: Judge Sends 3rd Party Complaint to State Court
---------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied a request by Jack D.
Burstein and Steven R. Cook to dismiss a third-party complaint,
with prejudice.  The sole issue is whether state law claims of
non-debtors Robert Marlin and T.C. Investors, Inc., against non-
debtors, Messrs. Burstein and Cook, have been settled and
foreclosed as a result of settlements entered into with the
liquidating agent for America Capital Corporation.  These claims
were first asserted in state court litigation originally commenced
by America Capital, against Mr. Marlin and T.C. Investors, and
ultimately removed to the Bankruptcy Court with the filing of the
Debtor's bankruptcy.  The Bankruptcy Court finds the Motion to be
without merit.  Specifically, Messrs. Burstein and Cook ask the
Bankruptcy Court to grant them a final, binding adjudication, with
prejudice, of claims between non-debtors that have never been
adjudicated or settled by and between the non-debtor parties.
While Mr. Marlin and T.C. Investors and Messrs. Burstein and Cook
have each respectively settled claims by and between themselves
and the bankruptcy estates of ACC and its subsidiary, TransCapital
Financial Corporation, those settlements did not, and legally
could not, bind, settle or foreclose the claims that Mr. Marlin
and T.C. Investors might have against Messrs. Burstein or Cook.
Indeed, the settlement between Mr. Marlin and T.C. Investors and
the Liquidating Agent for ACC and TFC expressly provides that it
is without prejudice to Mr. Marlin's or T.C. Investors' rights or
claims against Messrs. Burstein and Cook.

The suit is America Capital Corporation, Plaintiff, v. Robert
Marlin, Robyn Marlin, T.C. Investors, Inc., et al., Defendants.
T.C. Investors, Inc., Counter-Plaintiff, v. America Capital
Corporation, Counter-Defendants.  Robert Marlin, and T.C.
Investors, Inc., Third Party Plaintiffs, v. Jack Burstein and
Steven Cook, Third Party Defendants, Adv. Proc. No. 07-01587
(Bankr. S.D. Fla.).  A copy of Judge Cristol's May 3, 2011
Memorandum Decision and Order is available at http://is.gd/QihmEp
from Leagle.com.

In a separate order, Judge Cristol held that the remaining claims
in the lawsuit by and between non-debtors Mr. Marlin and T.C.
Investors and non-debtors Burstein and Cook are remanded to state
court for further adjudication and the Clerk of Court is directed
to close this case.  The judge acknowledged that those claims
still remain to be litigated and, as they are solely by and
between non-debtors and no longer implicate the estates of ACC or
TFC, they should be remanded to state court for their ultimate
adjudication.  A copy of this ruling, also dated May 3, is
available at http://is.gd/kWBGB8from Leagle.com.

                     About American Capital

Headquartered in Miami, Florida, American Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities were banking and lending and its primary lending
activity was the originating and purchasing of loans secured by
mortgages on residential properties.

American Capital filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No.  06-12645) on June 19, 2006.  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.
When the Debtor filed for protection from its creditors, it
disclosed total assets of $52,005,000 and total debts of
$207,170,268.

TransCapital Financial Corporation also filed for Chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN APPAREL: Dov Charney Discloses 45.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dov Charney disclosed that he beneficially
owns 44,923,088 shares of common stock of American Apparel, Inc.,
representing 45.6% of the shares outstanding.  As of April 26,
2011, there were 98,547,932 shares of common stock outstanding.

                      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.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.


AMERICAN AXLE: Has "Strong Start", $36.6-Mil. Profit in Q1
----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., reported net income
of $36.60 million on $645.60 million of net sales for the three
months ended March 31, 2011, compared with net income of
$16.20 million on $521.90 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed $2.16 billion
in total assets, $2.58 billion in total liabilities and a $415.40
million total stockholders' deficit.

"AAM is off to a strong start in 2011.  Driven by a 24% year-over-
year sales increase, we are pleased to report AAM's highest
quarterly sales total in over three years in the first quarter of
2011.  More importantly, AAM's net profit more than doubled in the
quarter as we continued to benefit from improved capacity
utilization and sustained reductions in our fixed cost structure,"
said AAM's Co-Founder, Chairman of the Board and Chief Executive
Officer, Richard E. Dauch.  "AAM's top priority for the remainder
of this year is to make effective preparations for the many new
product launches we have scheduled later this year and continuing
through the year 2013.  During this time period, we expect to
profitably grow AAM's sales in excess of $3 billion and to
significantly improve AAM's business diversification in terms of
product mix, customer base and served markets."

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

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                           *     *     *

In September 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
to 'B+' from 'B-'.  The outlook is stable.  "The upgrade reflects
S&P's opinion that American Axle's credit measures will improve
further in 2011 under the gradual recovery in North American auto
demand, and that the company's gross margins will expand more than
S&P previously expected," said Standard & Poor's credit analyst
Larry Orlowski.  The company's second-quarter results improved
significantly over those of 2009.   Revenue was $559.6 million,
more than twice as much as second-quarter sales a year ago,
reflecting improving light-vehicle demand and extended shutdowns
of GM and Chrysler in 2009.

In August 2010, Moody's Investors Service raised American Axle's
Corporate Family Rating and Probability of Default Rating to 'B2'
from 'Caa1'.  The raising of American Axle's CFR rating to B2
reflects the company's improved operating performance over the
past two quarters and Moody's belief that this improvement will be
sustained over the intermediate term, supported by stable
automotive vehicle production in North America and cost structure
improvements completed by the company in 2009.  These conditions
no longer support the default risk indicated by the Caa rating.

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating of American Axle &
Manufacturing Holdings, Inc., to 'B+' from 'B'.  The rating
reflects the improvement seen in the drivetrain and driveline
supplier's credit profile over the past year as conditions in the
global light vehicle market have improved.


ANDRE CHREKY: Owner Faces More Claims from Two Employees
--------------------------------------------------------
Andre Chreky, owner of Andre Chreky Inc., could face additional
claims in settlements with two former employees who had accused
him of sexual harassment, according to reporting by Zoe Tillman,
writing for The Blog of LegalTimes.

According to the report, in opinions issued Tuesday, U.S. District
Court Chief Judge Royce Lamberth affirmed a bankruptcy court
judge's approval of Mr. Chreky's $7 million settlement with one
former employee, but disagreed with the bankruptcy judge's finding
that a limited liability company Mr. Chreky purportedly owns with
his wife cannot be used to satisfy the claims against him.

The report relates that Mr. Chreky was the subject of sexual
harassment suits filed in U.S. District Court for the District of
Columbia by two former employees, Ronnie Barrett and Jennifer
Thong.  Following a jury trial in February and early March 2010,
Barrett was awarded $2.3 million in damages.  Thong's trial was
scheduled to begin soon after Barrett's trial concluded, but
Chreky and his company, Andre Chreky Inc., first filed for chapter
11 bankruptcy.

According to the BLT report, both Mr. Barrett and Ms. Thong filed
adversary proceedings against Mr. Chreky in bankruptcy court.
Mr. Chreky ultimately settled with Thong for $7 million, an
agreement approved by the bankruptcy judge in December, according
to Lamberth's opinion.  Barrett challenged the agreement, pointing
out that Chreky had originally rejected a claim for $3 million
from Ms. Thong and that the court should not have allowed the much
larger settlement without any new evidence.

The BLT report says Judge Lamberth upheld the bankruptcy court's
approval, noting that the $3 million and $7 million deals were
different.  The first, he wrote, would have awarded Thong a flat
$3 million, while the second would give her a claim to $7 million
but not necessarily a guarantee that she would receive all of it.
Judge Lamberth also agreed with the bankruptcy judge that Thong
could be entitled to a larger settlement than the award Barrett
received, since Ms. Thong's complaint included "much worse"
allegations of sexual assault.

But Judge Lamberth, according to the report, also sided with
Mr. Barrett on one of her other appeals, finding that the
bankruptcy judge erred in ruling that Mr. Chreky and his wife were
tenants by the entireties in the ownership of a limited liability
company created to purchase non-residential properties.  Local
laws dictate that if a married couple holds a property as tenants
by the entireties, that property is not subject to claims lodged
against only one member of the couple.

Judge Lamberth, the BLT report relates, agreed with Mr. Barrett
that the bankruptcy judge was mistaken in making a decision
without first allowing Barrett to present evidence that Chreky
alone was in charge of the limited liability company.  He remanded
the case back for further consideration to the bankruptcy court,
noting that if Barrett does present evidence, the burden will
shift to Mr. Chreky to prove the company in question shouldn't be
subject to claims.

Mr. Barrett was represented on appeal by Linda Correia of
Washington's Webster, Frederickson, Correia & Puth.  Mr. Chreky
was represented by Nelson Cohen of Washington's Zuckerman Spaeder.

                        About Andre Chreky

Since August 1996, Andre Chreky has solely owned a salon in
Washington, D.C., called Andre Chreky, Inc. He jointly operates
the salon with wife Serena.  Since September 1996, Mr. and Ms.
Chreky have owned a limited liability company called SPAC LLC,
which they formed for the purpose of acquiring and owning non-
residential rental properties, specifically a property located at
1604 K Street Northwest, where Andre Chreky Inc. operates its
business.  Under the terms of SPAC LLC, Ms. Chreky solely is a
member with a 1% interest, and Mr. and Ms. Chreky jointly are a
member with a 99% interest.  Mr. and Ms. Chreky are both employees
of Andre Chreky Inc.

Andre Chreky Inc. filed for bankruptcy on March 19, 2010 (Bankr.
D. D.C. Case No. 10-00267).  Richard Edwin Lear, Esq., at Holland
& Knight LLP, in Washington, D.C., serves as bankruptcy counsel.
The Company estimated $1 million to $10 million in assets and
debts.

Mr. Chreky also filed a separate petition on the same day (Bankr.
D. D.C. Case No. 10-00268).


ANDRE CHREKY: District Court Affirms $7-Mil. Accord With Thong
--------------------------------------------------------------
Chief District Judge Royce C. Lamberth affirmed the bankruptcy
court orders approving a $7 million settlement between Jennifer
Thong and Andre Chreky and Andre Chreky, Inc.  Ronnie Barrett
disputes the settlement and took an appeal to the District Court.
The District Court, however, held that the Bankruptcy Judge's
findings of fact were not clearly erroneous, and the Bankruptcy
Judge's decision to approve the settlement was not an abuse of
discretion.

In 2007, Ms. Barrett sued Andre Chreky and Andre Chreky, Inc. for
sexual harassment and retaliation.  After a two-week trial in
February and March 2010, a jury found for Ms. Barrett on these
claims.  In accordance with the jury verdict, the District Court
entered judgment for Ms. Barrett and found Mr. Chreky and Andre
Chreky, Inc. jointly and severally liable for $2.3 million --
300,000 in compensatory damages, and $2 million in punitive
damages.

In 2006, Jennifer Thong sued Mr. Chreky and Andre Chreky, Inc. for
sexual assault, harassment, and retaliation.  Trial in this case
was scheduled to begin on March 22, 2010.  On March 16, Ms. Thong
made an offer to settle her case for $3 million, which Mr. Chreky
and Andre Chreky, Inc. rejected.

On March 19, 2010, both Mr. Chreky and Andre Chreky, Inc. filed
for bankruptcy, staying litigation of the lawsuits.  Subsequently,
Ms. Barrett and Ms. Thong both initiated adversary proceedings
against Mr. Chreky in the bankruptcy court, alleging that their
claims against Mr. Chreky are non-dischargeable.  On July 22,
2010, Ms. Thong filed proofs of claim against both Mr. Chreky and
Andre Chreky, Inc. for $8.5 million plus attorneys' fees and
costs.  On Aug. 13, 2010, Mr. Chreky and Andre Chreky, Inc. made
an offer to Ms. Thong to settle her claims for $7 million.

In her objection, Ms. Barrett argues that because Ms. Thong made a
$3 million settlement offer to Mr. Chreky and Andre Chreky, Inc.
just before her scheduled trial date, a $7 million settlement is
unreasonable.  The District Court disagrees.

A copy of the District Court's May 2, 2011 Memorandum Opinion is
available at http://is.gd/3W7Qz7from Leagle.com.

                        About Andre Chreky

Since August 1996, Andre Chreky has solely owned a salon in
Washington, D.C., called Andre Chreky, Inc. He jointly operates
the salon with wife Serena.  Since September 1996, Mr. and Ms.
Chreky have owned a limited liability company called SPAC LLC,
which they formed for the purpose of acquiring and owning non-
residential rental properties, specifically a property located at
1604 K Street Northwest, where Andre Chreky Inc. operates its
business.  Under the terms of SPAC LLC, Ms. Chreky solely is a
member with a 1% interest, and Mr. and Ms. Chreky jointly are a
member with a 99% interest.  Mr. and Ms. Chreky are both employees
of Andre Chreky Inc.

Andre Chreky Inc. filed for bankruptcy on March 19, 2010 (Bankr.
D. D.C. Case No. 10-00267).  Richard Edwin Lear, Esq., at Holland
& Knight LLP, in Washington, D.C., serves as bankruptcy counsel.
The Company estimated $1 million to $10 million in assets and
debts.

Mr. Chreky also filed a separate petition on the same day (Bankr.
D. D.C. Case No. 10-00268).


ANDRE CHREKY: Court Explains D.C. Law Governing Spousal Assets
--------------------------------------------------------------
The Bankruptcy Court had held that (i) Andre Chreky and his wife,
Serena Chreky, own money market accounts and certificates of
deposit as tenants by the entireties, and (ii) Mr. and Ms. Chreky
may jointly be a member in a limited liability company, SPAC, LLC.
Ronnie Barrett, who sued Mr. Chreky for sexual assault, objected
to several of Mr. Chreky's claimed exemptions, and she appeals the
Bankruptcy Judge's rulings.  The parties disagree over the effect
of several presumptions in District of Columbia law that govern
whether an asset is a tenancy by the entireties, as well as the
proper burdens of proof in establishing these presumptions.

The District of Columbia recognizes that a married couple can hold
property as tenants by the entireties.  Thus, if Mr. and Ms.
Chreky hold property as tenants by the entireties, then creditors
of only Mr. Chreky will not be able to reach that property to
satisfy their claims.

There are two applicable presumptions in the District: the Imirie
presumption and the Settle presumption.  Imirie v. Imirie, 246
F.2d 652 (D.C. Cir. 1957); Settle v. Settle, 8 F.2d 911 (D.C. Cir.
1925).

The Imirie presumption provides: "[J]oint bank accounts are
presumed to be for the convenience of the party making deposits to
the account and . . . absent a showing of donative intent on the
part of the party making the deposit, the nondepositing party does
not have a property interest in the account."  The logical
prerequisite to the Imirie presumption is a finding that only one
person is making deposits to the account -- that is, that the
account is a sole-depositor account.

The Settle presumption provides: "[P]roperty conveyed to married
persons as joint tenants is presumed to be held as tenants by the
entireties." A prerequisite to the Settle presumption, however, is
a "finding that the account was intended to be held jointly."

In a May 2, 2011 Memorandum Opinion, Chief District Judge Royce C.
Lamberth ruled that the Bankruptcy Judge erred as a matter of law
on both of the issues presented.  The District Court reversed and
remanded the case for further proceedings consistent with this
opinion.

According to Judge Lamberth, the Bankruptcy Judge's finding that
the money market account was a sole-depositor account was not
clearly erroneous.  But because the Bankruptcy Judge failed to
consider a relevant factor when making this finding, he abused his
discretion.  Further, the Bankruptcy Judge improperly placed the
burden of proof on Ms. Barrett to rebut the Imirie presumption.
The Bankruptcy Judge did not reach the Settle presumption, so the
District did not deal with this part.

In the SPAC issue, the Bankruptcy Judge held that a married couple
may be a person or entity that owns an interest in a limited
liability company.  Ms. Barrett, however, argues that D.C. case
law provides that a married couple cannot be considered as one
person or entity, but rather must be considered as two separate
people.

Under D.C. law, a "limited liability company" is "an entity that
is an unincorporated association, having perpetual duration,
having one or more members that is organized and existing under
this chapter [of the D.C. Code]."  A "member" is "a person that
owns an interest in a limited liability company."  A "person" is
"a natural person (age 18 or older), partnership (whether general
or limited and whether domestic or foreign), limited liability
company, trust, estate, association, corporation, custodian,
nominee, or any other individual or entity in its own or any
representative capacity."

The statute does not expressly state whether a married couple may
be a member of an LLC, but Mr. Chreky argues that the couple is an
"entity" under the statute.  The District Court disagrees.

Judge Lamberth pointed out that D.C. case law has clarified that a
married couple consists of two people, not one person.  Contrary
to the Bankruptcy Judge's holding, a married couple is neither an
individual nor an entity that may be a member in an LLC.  Mr. and
Ms. Chreky's membership in SPAC LLC is thus not permitted under
the law.

Judge Lamberth held that although a married couple may not be a
"member" in an LLC, a married person can hold his individual
membership in the LLC as a tenancy by the entireties with his
spouse.  Thus, for example, if Mr. Chreky were a member of an LLC,
he could hold that membership interest as a tenant by the
entireties with Ms. Chreky, even though Ms. Chreky was not a
member.

Judge Lamberth noted that the Bankruptcy Judge has not yet
considered the issue of who is properly a member of SPAC LLC nor
whether that person holds his membership as a tenant by the
entireties with his spouse.  The District Court accordingly
reversed the Bankruptcy Judge on the legal issue, and remanded to
the Bankruptcy Judge for findings of who actually holds the
membership interest currently being held in name by Mr. and Ms.
Chreky, and for findings of whether that person holds the
membership as a tenant by the entireties.

A copy of the District Court's May 2, 2011 Memorandum Opinion is
available at http://is.gd/a98mJAfrom Leagle.com.

                        About Andre Chreky

Since August 1996, Andre Chreky has solely owned a salon in
Washington, D.C., called Andre Chreky, Inc. He jointly operates
the salon with wife Serena.  Since September 1996, Mr. and Ms.
Chreky have owned a limited liability company called SPAC LLC,
which they formed for the purpose of acquiring and owning non-
residential rental properties, specifically a property located at
1604 K Street Northwest, where Andre Chreky Inc. operates its
business.  Under the terms of SPAC LLC, Ms. Chreky solely is a
member with a 1% interest, and Mr. and Ms. Chreky jointly are a
member with a 99% interest.  Mr. and Ms. Chreky are both employees
of Andre Chreky Inc.

Andre Chreky Inc. filed for bankruptcy on March 19, 2010 (Bankr.
D. D.C. Case No. 10-00267).  Richard Edwin Lear, Esq., at Holland
& Knight LLP, in Washington, D.C., serves as bankruptcy counsel.
The Company estimated $1 million to $10 million in assets and
debts.

Mr. Chreky also filed a separate petition on the same day (Bankr.
D. D.C. Case No. 10-00268).


ANDREW BAILEY: Court Rejects 4th Amended Suit v. Mortgage Lenders
-----------------------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley dismissed the fourth amended
complaint filed by Andrew C. Bailey against mortgage lenders.  The
Complaint again failed to state any causes of action that could be
asserted against the Defendants under applicable state or federal
law.

The Court has repeatedly encouraged or strongly recommended that
the Plaintiff retain counsel to assist him.  For a variety of
reasons, the Plaintiff has consistently refused.  Rather than
dismissing the Third Amended Complaint with prejudice, the Court
determined that the Plaintiff should carefully review what claims
he could assert against the Defendants, and provided the Plaintiff
with the final opportunity to assert cognizable claims against the
Defendants in a Fourth Amended Complaint.  The Plaintiff filed his
Fourth Amended Complaint on Aug. 20, 2010.

The case is ANDREW BAILEY, Plaintiff, v. THE BANK OF NEW YORK
MELLON, as trustee of the CWALT, Inc. Alternative Loan Trust 2007-
HY4 Mortgage Pass-Through Certificates, Series 2007-HY4; BAC HOME
LOANS SERVICING LP; MORTGAGE ELECTRONIC REGISTRATION SYSTEMS INC;
John Does 1-20 inclusive; and all persons claiming by, through or
under such person, all persons unknown, claiming any legal or
equitable right, title, estate, lien, or interest in the property
described in the complaint adverse to Plaintiff's title thereto,
Defendants, Adv. Proc. No. 09-ap-01728 (Bankr. D. Ariz.).  A copy
of the Court's May 3, 2011 Memorandum Decision is available at
http://is.gd/KT5HGDfrom Leagle.com.

Andrew C. Bailey filed for Chapter 11 bankruptcy (Bankr. D. Ariz.
Case No. 09-6979) on April 9, 2009.


APRIA HEALTHCARE: Moody's Downgrades CFR From 'Ba3' to 'B1'
-----------------------------------------------------------
Moody's Investors Service lowered Apria Healthcare Group, Inc.'s
corporate family and probability of default ratings to B1 from Ba3
and changed the outlook to stable. Moody's also lowered the
company's $700 million Senior Secured A-1 notes to Ba3 from Ba2
and the $318 million Senior Secured A-2 notes to B3 from B1.
Additionally, Moody's assigned a speculative grade liquidity
rating of SGL-2 reflecting Apria's good liquidity. The downgrade
reflects the company's below expectations operating and financial
performance in 2010 and Moody's view that future credit metrics
will be more aligned with the B1 rating category.

These ratings were downgraded:

   Apria Healthcare Group Inc.

   -- Corporate Family Rating to B1 from Ba3;

   -- Probability of Default Rating to B1 from Ba3;

   -- $700 million Series A-1 notes due 2014 to Ba3 (LGD3, 39%)
      from Ba2 (LGD3, 35%);

   -- $318 million Series A-2 notes due 2014 to B3 (LGD5, 84%)
      from B1 (LGD5, 81%);

These rating was assigned:

   -- Speculative Grade Liquidity Rating at SGL-2;

The outlook is stable.

RATINGS RATIONALE

The B1 corporate family rating reflects Apria's high leverage and
weak cash flow, ongoing exposure to reimbursement risk, lower
EBITDA margin relative to industry peers, and a shareholder-
oriented focus. The company had negative free cash flow in 2010
largely associated with its outsourcing initiative which failed to
meet expectations. As a result of incremental expense required to
onshore and train new employees, Moody's expects EBITDA and free
cash flow will be constrained in 2011 as well. As a consequence,
leverage is also expected to increase above 4.5 times. Moreover,
Moody's previous projections for financial performance have been
tempered in part as a result of the need to reverse the breadth of
the outsourcing initiative.

However, the B1 rating is supported by Apria's scale as the
leading provider of home healthcare products and services in the
US with significant market share in home respiratory and home
infusion therapy. Further, Apria benefits from good diversity by
geography and payor. Notably, Medicare constitutes only roughly
one-quarter of revenues, lower than the other large competitors.
Moody's believes demand prospects for home healthcare are likely
to be good in 2011 and beyond. Like other large scale operators,
Apria should experience volume increases within its home
respiratory and infusion segments following clarity on Medicare
rates and the exit by smaller competitors in areas subject to
large reimbursement cuts.

The stable outlook reflects Moody's view that Apria will benefit
from near term stability in the current rate environment alongside
volume expansion as the population continues to utilize home
health care services. Additionally, the outlook incorporates
Moody's expectation for additional costs associated with the
onshoring of certain labor functions to increase leverage and lead
to negative free cash flow in 2011.

The ratings could be downgraded if adjusted leverage were expected
to be sustained above 5 times and Moody's did not expect positive
free cash flow in 2012. Additionally, shareholder dividends or
acquisitions could result in a negative outlook or downgrade
absent material EBITDA expansion and de-leveraging.

Although not likely over the near term, should Apria's EBITDA
expand materially such that adjusted leverage were expected to be
sustained below 3.5 times and free cash flow to debt were expected
to be sustained above 10% the ratings could be upgraded. In order
for Moody's to take a positive rating action, Moody's would have
to believe that the company would not pursue any re-leveraging
acquisitions or dividends.

Apria Healthcare Group, Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Apria Healthcare Group Inc.'s core industry and believes Apria
Healthcare Group, Inc.'s ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

Apria Healthcare Group Inc., headquartered in Lake Forest, CA,
provides respiratory therapy and home medical equipment (52% of
revenues) and home infusion therapy (48% of revenues) through over
500 locations serving patients in all 50 states. Revenues for the
twelve months ended Dec. 31, 2010 approximated $2.1 billion. Apria
is owned by private equity funds affiliated with the Blackstone
Group.


ARCH COAL: S&P Puts 'BB-' CCR on CreditWatch on Acquisition Plans
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on St. Louis, Mo.-based coal
producer Arch Coal Inc. on CreditWatch with developing
implications.

"The CreditWatch developing listing means we could affirm, raise,
or lower existing ratings following the completion of our
analysis. Key factors of our analysis would include a review of
the combined business risk profile and the ultimate form of
financing," S&P stated.

"We are placing the ratings on International Coal Group Inc.
(ICG), including its 'B+' corporate credit rating, on CreditWatch
with positive implications. This is because ICG is being acquired
by a higher rated entity and we expect that the existing debt will
likely be refinanced by Arch as part of the acquisition
financing," S&P related.

"In our view, this transaction will provide additional thermal and
met coal reserves, enhance geographic and customer diversity, and
add to Arch's presence in the high-growth global met coal markets,
but we are aware that integrating an acquisition of this size
could prove challenging," said Standard & Poor's credit analyst
Fred Ferraro.

In addition, the incurrence of sizable amounts of incremental debt
to finance the acquisition could pressure Arch's credit profile.
Currently, the company has approximately $1.8 billion of adjusted
debt, while ICG has about $365 million of adjusted debt. At Dec.
31, 2010, Arch's adjusted debt to EBITDA was about 2.7x and ICG's
adjusted debt to EBITDA was about 2.3x.

Standard & Poor's will monitor the progress toward closing the
transaction and evaluate the company's financing and capital
spending plans. "We will also assess the business and financial
risks of the combined company, including the resulting capital
structure," S&P added.

"We could raise the rating if we believe the transaction improves
the business risk profile, and is funded in such a way that
results in pro forma credit measures consistent with a higher
rating. We could affirm the rating if the transaction is funded in
such a way that pro forma credit measures are consistent with the
current rating," S&P related.


ARLIE & CO: Bankruptcy Court Confirms Reorganization Plan
---------------------------------------------------------
Judge Frank Alley of the U.S. Bankruptcy Court for the District of
Oregon issued an order on April 25, 2011, confirming Arlie &
Company's fourth amended Chapter 11 plan of reorganization.

The order also approved the disclosure statement explaining the
plan as well as the compromise and plan treatment Arlie & Company
agreed with Summit Bank, Fifth Third Bank and Pioneer Asset
Investment Limited.

Judge Alley ordered the reorganized company to defer payment of
the salaries for Suzanne Arlie and John Musumeci during the year
following the effective date of the plan if its chief financial
officer determines that current payment of the salary would
unnecessarily impinge upon its projected cash flow.

The bankruptcy judge also ordered that upon restoration of
projected liquidity, in the sole discretion of the chief financial
officer, any deferred salary will be repaid and normal salary
payments will be resumed.

Except as otherwise provided in the plan, all transfers of
property of Arlie & Company's bankruptcy estate made in connection
with the plan will be free and clear of all claims, security
interests, encumbrances and other interests, according to the
April 25 order.

Prior to the confirmation of the plan, Arlie & Company revised
some of its provisions including Section 4.12, which Judge Alley
approved in his April 25 order.

Pursuant to the revised Section 4.12, no post-petition default
interest or contract rate of interest will be paid on any general
unsecured claim.  The revised provision also states that
prepetition default rate interest will be paid on a general
unsecured claim only to the extent that, as a matter of claims
allowance, a creditor establishes a contractual right to receive
it.

A copy of the Fourth Amended Plan of Reorganization is available
for free at http://bankrupt.com/misc/Arlie_4thamendedplan.pdf

A copy of the April 25 Confirmation Order is available for free at
http://bankrupt.com/misc/Arlie_PlanConfOrder.pdf

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ore. Case No. 10-60244) on Jan. 20, 2010.  Pachulski Stang Ziehl &
Jones LLP, and Ball Janik LLP, serve as the Debtor's bankruptcy
counsel.  The Company disclosed $227,191,924 in assets and
$65,412,220 in liabilities as of the Chapter 11 filing.


AXION INTERNATIONAL: Posts $2.3-Mil. Loss for Dec. 31 Quarter
-------------------------------------------------------------
Axion International Holdings, Inc., filed on May 2, 2011, a
transition report on Form KT for the transition period from
Oct. 1, 2010, to Dec. 31, 2010.

On Jan. 18, 2011, the Company's Board of Directors approved the
change of the date of the Company's fiscal year end from
Sept. 30 to Dec. 31.  The Company has elected to file its report
on Form 10-K for the transition period from Oct. 1, 2010, to Dec.
31, 2010.

RBSM LLP, in New York, expressed substantial doubt about Axion
International's ability to continue as a going concern, following
its audit of the Company's balance sheet as of Dec. 31, 2010, and
the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for the three month period ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses in the current year and
also in the past.

The Company reported a net loss of $2.3 million on $0 revenue for
the three months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $864,272.

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

                       http://is.gd/zaAh11

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.


BABY FOX: Dismisses Friedman LLP as Independent Accountants
-----------------------------------------------------------
The Board of Directors of Baby Fox International, Inc., dismissed
Friedman LLP as the Company's independent registered public
accounting firm.

The report of Friedman LLP on the Company's financial statements
as of and for the year ended June 30, 2010 contained no adverse
opinion or disclaimer of opinion nor was qualified or modified as
to uncertainty, audit scope, or accounting principle other than
the following: the report of Friedman LLP dated Sept. 27, 2010 on
the Company's financial statements in the Form 10-K for the fiscal
year ended June 30, 2010 contained an explanatory paragraph which
noted that there was substantial doubt as to our ability to
continue as a going concern.

During the recent fiscal years ending June 30, 2010 and 2009 and
through the date of this Current Report, there have been no (i)
disagreements with Friedman LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to Friedman LLP's satisfaction, would have caused Friedman LLP to
make reference to the subject matter of the disagreements in
connection with its reports; or (ii) "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K.

On April 29, 2011, the Board of Directors of Company approved the
engagement of GBH CPAs, PC as the Company's new independent
registered public accounting firm.

During the recent fiscal years ending June 30, 2010 and 2009, and
through April 29, 2011, the Company has not consulted GBH CPAs, PC
regarding (i) the application of accounting principles to any
specified transaction, either completed or proposed, (ii) the type
of audit opinion that might be rendered on the Company's financial
statements, or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv)) or a reportable
event (as defined in Item 304(a)(1)(v)).

                    About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on Aug. 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.

The Company's balance sheet at Sept. 30, 2010, showed
$12.29 million in total assets, $18.26 million in current
liabilities, $810,160 in long-term debt, and a stockholders'
deficit of $6.78 million.

The Company reported a net loss of $435,531 on $25.2 million of
revenue for fiscal year ended June 30, 2010, compared to a net
loss of $4.5 million on $24.3 million of revenue for fiscal 2009.

Following the fiscal 2010 results, Friedman LLP, in Marlton, N.J.,
expressed substantial doubt about the Company's ability as a going
concern.  The independent auditors noted of the Company's losses,
negative cash flows from operations and working capital
deficiency.


BAKERS FOOTWEAR: Files Form 10-K; Posts $9.29MM Loss in 2011
------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $9.29 million on $185.62 million of net sales for the
year ended Jan. 29, 2011, compared with a net loss of $9.08
million on $185.36 million of net sales for the year ended Jan.
30, 2010.

The Company's balance sheet at Jan. 29, 2011 showed $48.01 million
in total assets, $53.99 million in total liabilities and a $5.98
million in total shareholders' deficit.

Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about Bakers Footwear's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."

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

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.


BARNES BAY: Revises Sale-Based Plan Ahead of Next Friday's Hearing
------------------------------------------------------------------
Barnes Bay Development Ltd. and its debtor affiliates have filed
with the U.S. Bankruptcy Court for the District of Delaware a
revised joint Chapter 11 plan of liquidation.

As previously reported by TCR on April 6, 2011, the plan
contemplates the public auction and sale of substantially all the
Debtors' assets.  The proceeds will be used to satisfy its secured
obligations and make distributions under the plan.

The Revised Plan provides, among other things, that if SOF-VIII-
Hotel II Anguilla Holdings LLC and the DIP lender are selected as
the winning bidder, the so-called "responsible person" will pay
the holders of all allowed DIP claims in full and in cash, convert
the DIP claims to a debt of Newco or discharge the DIP claims, at
the exclusive election and direction of the DIP lender.

However, if SOF-VIII-Hotel and the DIP lender are not selected as
the winning bidder, the responsible person will pay the holders of
all allowed DIP claims in full and in cash on the effective date
of the Plan.

The Revised Plan also provides that "Newco" will be formed by SOF-
VIII-Hotel as a new entity, which will purchase and hold, directly
or indirectly, the acquired assets as well as the properties at
the Viceroy Anguilla in the event the DIP lender and SOF-VIII-
Hotel win the bidding.

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

A full-text copy of the Revised Plan is available for free at
http://bankrupt.com/misc/BarnesBay_RevisedPlan.pdf

                         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.


BELTWAY 8: Court to Consider Approval of Plan Disclosures May 13
----------------------------------------------------------------
Beltway 8 Associates, doing business as Watermarke Apartments,
delivered a proposed Chapter 11 plan of reorganization and an
explanatory disclosure statement before the U.S. Bankruptcy Court
for the Middle District of Louisiana.

A hearing is set for May 13, 2011, at 11:00 a.m., at 707 Florida
St., Rm. 222, to consider the adequacy of the Debtor's disclosure
statement.

The Plan proposes to pay creditors 100% of their allowed claim.
Holders of general unsecured creditors, owed $2.2 million, will
recover on the effective date of the Plan cash payment from the
Debtor equal to 50% of their allowed claim and the remaining
balance of each allowed general unsecured claim will then bear
interest from the Effective Date until paid at the rate of 4% per
annum.  The remaining balance of principal and accrued interest
due to each unsecured holders will then be due and payable by the
Debtor as a lump sum payment one year after the occurrence of the
Effective Date.  Holders of equity interest will retain their
interest but will not receive any distributions under the Plan.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?75ef

                        About Beltway 8

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

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


BERKLINE/BENCHCRAFT: Judge Gives OK to Pact With Liquidator
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge
"reluctantly" granted interim approval for the hiring of
liquidators by Berkline/BenchCraft Holdings LLC, an 82-year-old
furniture manufacturer that was nearly saved in a sale earlier
this year.

The Debtors have a deal to sell their assets to Hilco Merchant
Resources, which won an auction for the assets pre-bankruptcy.

The Debtors have filed a motion seeking authority to implement
a process to liquidate or sell substantially all of the Debtors'
inventory and related assets.

The Debtors initially selected Great American Group as stalking
horse bidder to purchase substantially all of the Debtors'
inventory and related assets and to serve as the agent for a
liquidation of such assets for a Guaranteed Minimum cash payment
of $2,265,000, together with a sharing of proceeds pursuant to a
formula whereby the Debtors will receive 70% of such proceeds.
Following a prepetition auction, Hilco was the winning bidder
and the Guaranteed Minimum amount to be paid to the Debtors
increased by $451,000 -- net of the $65,000 breakup fee and
expense reimbursement to Great American -- and the sharing
percentage payable to the Debtors increased from 70% to 80%.

                    About Berkline/Benchcraft

Berkline/BenchCraft Holdings LLC, along with five subsidiaries,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369)
so the couch maker that specializes in home theaters can
liquidate.

Berkline/Benchcraft is a unit of turnaround specialist Sun Capital
Partners Inc.  Until their decision to liquidate, the Debtors,
with their "Berkline" and "Benchcraft" brands, held a number five
market share and had a growing presence in home theater seating
including reclining sofas, love seats, and sectionals.

In February, Berkline hired FTI Consulting Inc. to help it
restructure and find a buyer.  When Berkline was unable to sell
itself, the Company decided to liquidate and file for bankruptcy.

Berkline has a $140 million, second-lien loan that is mostly owed
to its parent, SCSF Furniture LLC, which isn't in bankruptcy.  A
total of $15 million is owed on a first lien term loan and
revolver from lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent.  The Debtors also owe $12.5 million under
unsecured subordinated notes.

Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in the Chapter
11 case.  Attorneys at Morgan, Lewis & Bockius LLP serve as co-
counsel.  FTI Consulting is the advisor.  Epiq Bankruptcy
Solutions is the claims and notice agent.


BERNARD L. MADOFF: June to be Pivotal Hearing in HSBC Suit
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
whether the trustee liquidating Bernard L. Madoff Investment
Securities Inc. can maintain a suit for $9 billion or more against
HSBC Holdings Plc in bankruptcy court as opposed to U.S. District
Court should be decided by late June or July.

Mr. Rochelle recounts that in December, the Madoff trustee filed
an amended complaint against the London-based bank, affiliates and
feeder funds it created.  The suit alleges that HSBC "enabled" Mr.
Madoff's Ponzi scheme and engaged in "financial fraud and
misconduct" by being "willfully and deliberately bind to the
fraud."  The complaint seeks $9 billion on "theories of
contribution" and $2.3 billion for receipt of fraudulent
transfers.  The complaint says the HSBC feeder funds directed over
$8.9 billion to Mr. Madoff.  Had they "reacted appropriately" to
"obvious badges of fraud," the Madoff trustee says the illicit
scheme would have ended years sooner.

According to Mr. Rochelle, HSBC responded to the suit by filing a
motion a withdrawal of the reference.  In brief, a suit in
bankruptcy court must be transferred to U.S. District Court if it
involves unsettled questions of non-bankruptcy law.  After a
hearing in April, U.S. District Judge Jed S. Rakoff concluded that
he needed to decide initially whether five of the 24 counts in the
complaint can survive.  He told the parties to provide further
briefing on whether the five counts can withstand a motion to
dismiss.

Mr. Rochelle relates HSBS filed its papers this week.  The trustee
is to respond by June 7; HSBC will file reply papers, and the
issue will be argued at a hearing before Judge Rakoff on June 23.

Judge Rakoff said in an April 25 opinion that there are "difficult
questions under non-bankruptcy federal law" underpinning two
issues at the foundation of the five counts in the complaint.  The
first issue is whether the trustee has power to bring claims that
initially at least belonged to customers.  The second question is
whether some of the trustee's claims are barred by a federal
statute called the Securities Litigation Uniform Standards Act.

The HSBC lawsuit in bankruptcy Court is Picard v. HSBC Bank
Plc (In re Bernard L. Madoff Investment Securities Inc.),
09-1364, U.S. Bankruptcy Court, Southern District of New York
(Manhattan); The HSBC suit in U.S. district court is Picard v.
HSBC Bank Plc, 11-763, U.S. District Court, Southern District of
New York (Manhattan).

                       About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Judge Agrees to Hear Suit vs. JPMorgan
---------------------------------------------------------
Christie Smythe at Bankruptcy Law360 that U.S. District Judge
Colleen McMahon on Wednesday agreed to take up a fraud suit filed
against JPMorgan Chase & Co. by the recovery trustee for Bernard
Madoff victims in bankruptcy court, expressing skepticism about
whether that court was the appropriate venue for some claims.

Judge McMahon told lawyers for the parties during a hearing in
Manhattan federal court that she will oversee the case in order to
hear out JPMorgan's allegations that the trustee lacks standing to
bring certain claims in the case, according to Law360.

                       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.


BIOFIX HOLDING: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Biofix Holding, Inc.
        P.O. Box 2820
        Denton, TX 76202

Bankruptcy Case No.: 11-41418

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Daniel C. Durand, III, Esq.
                  DURAND & ASSOCIATES, P.C.
                  522 Edmonds, Ste. 101
                  Lewisville, TX 75067
                  Tel: (972) 221-5655
                  Fax: (972) 221-9569
                  E-mail: bankruptcy@durandlaw.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 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-41418.pdf

The petition was signed by Martin Blair, president.


BIOSCRIP INC: S&P Affirms 'B' CCR; Outlook Revised to Stable
------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating and all issue-level ratings on Elmsford, N.Y.-based
pharmacy and infusion services provider BioScrip Inc.

"We revised the outlook to stable as the company's improved
margins in the first quarter of 2011 increase our confidence in
its strategy to improve profitability from operations," S&P noted.

"The speculative-grade rating on BioScrip reflects the company's
vulnerable business risk profile because of its position as a
relatively small player in the highly competitive pharmacy
business market," said Standard & Poor's credit analyst Tahira
Wright. It has thin operating margins, and heavy reliance on
margin growth through its expansion in the highly fragmented home
health business. Debt issued to finance this expansion is a key
factor in its aggressive financial risk profile. The stable
outlook reflects recent apparent success in paring less profitable
drugs and contracts from its infusion and pharmacy businesses and
lowering certain overhead costs. This has increased our confidence
that a sequential 100-basis-point increase in gross profit
margin will be sustained at least through 2011.


BLOCKBUSTER INC: Grant Thornton Named Receiver for Canadian Unit
----------------------------------------------------------------
Pursuant to an order of the Ontario Superior Court of Justice
dated May 3, 2011, Grant Thornton Limited was appointed as
Receiver of the assets, undertakings and properties of Blockbuster
Canada Co.

The Court Order provides the Receiver with the authority to
operate Blockbuster Canada's business and assess the various
options available for the Company and its stakeholders. The
Company's stores are open for business.  The Receiver expects to
initiate a process in the near term to identify parties interested
in purchasing Blockbuster Canada's enterprise and assets.

Grant Thornton Limited is a Canadian Member of Grant Thornton
International Ltd.

                        About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BLUEKNIGHT ENERGY: Enters Into 2nd Non-Disclosure Pact with MSD
---------------------------------------------------------------
MSD Torchlight, L.P., on April 28, 2011, entered into the Second
Non-Disclosure Agreement with Blueknight Energy Partners, L.P.,
and Blueknight Energy Partners G.P., LLC.  Pursuant to the Second
Non-Disclosure Agreement, MSD Torchlight agreed to maintain the
confidentiality of certain non-public information relating to the
Partnership, the General Partner and their respective affiliates,
including, among other things, information regarding the
refinancing and recapitalization of the Partnership disclosed,
discussed or otherwise made available to MSD Torchlight by the
Partnership, the General Partner and their respective affiliates
at the Third Refinancing Meeting.

For the period beginning on April 28, 2011 and ending on May 12,
2011, (a) MSD Torchlight agreed that it and its controlled
affiliates will not, directly or indirectly, effect any sale or
acquisition of any equity securities or acquisition of assets of
the Partnership or any of its affiliates; and (b) the Partnership
and the General Partner agreed that the Partnership will not file
a proxy statement with the Commission relating to the Unitholder
Meeting.

Commission, MSD Torchlight and its affiliates disclosed that they
beneficially own 3,576,944 shares of common stock of Blueknight
Energy Partners, L.P., representing 16.3% of the shares
outstanding.

A full-text copy of the Non-Disclosure Agreement is available for
free at http://is.gd/rb0plt

                     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.


BLUEKNIGHT ENERGY: Inks 2nd Non-Disclosure Agreement with Solus
---------------------------------------------------------------
In anticipation of additional meetings to be held prior to May 12,
2011, among the Blueknight Energy Partners, L.P., Blueknight
Energy Partners G.P., LLC, Solus Alternative Asset Management LP
and other major investors of the Company, to discuss the
refinancing and recapitalization of Blueknight, on April 28, 2011,
Solus entered into a Second Non-Disclosure Agreement with Company
and the General Partner, pursuant to which Solus agreed, among
other things, to maintain confidential certain non-public
information pertaining to the Company and its affiliates made
available to Solus.  In addition, under the Second NDA Solus
agreed that for a period beginning on April 28, 2011 and ending on
May 12, 2011, unless Company specifically consents in writing,
Solus and its controlled affiliates will not, directly or
indirectly, effect or seek, offer or propose to effect, or cause
or participate in or in any way assist any other person to effect
or seek, offer or propose to effect or participate in, any sale or
acquisition of any equity securities or acquisition of assets of
the Company or its controlled affiliates.  The Company, in its
turn, agreed under the Second NDA to not file, prior to the
expiration of the Lock-Up Period, a proxy statement with the SEC
relating to the Unitholder Meeting unless specifically consented
to in writing by Solus.

Solus and its affiliates beneficially own 1,570,000 shares of
common stock of the Company representing 7.2% of the shares
outstanding.

A full-text copy of the Non-Disclosure Agreement is available for
free at http://is.gd/fnxGfR

                     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.


BOMBARDIER RECREATIONAL: S&P Raises CCR to 'B'; Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Valcourt, Que.-based recreational products
manufacturer Bombardier Recreational Products Inc. to 'B' from
'B-'. The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's C$270 million senior secured revolving credit facility
one notch to 'BB-' from 'B+'. The recovery rating on BRP's
revolving credit facility is unchanged at '1', indicating an
expectation of very high (90%-100%) recovery in a default
scenario. In addition, we raised our issue-level rating on BRP's
US$790 million senior secured term loan B one notch to 'B' from
'B-'. The recovery rating on the term loan is unchanged at '4',
indicating an expectation of average (30%-50%) recovery in the
event of default," S&P stated.

"The upgrade reflects our view of the continued improvement in
BRP's financial risk profile stemming from the company's better
operating performance and credit protection measures, largely due
to management's focus on streamlining the business and cutting
manufacturing costs," said Standard & Poor's credit analyst Lori
Harris. "Furthermore, we believe that management has been very
effective at rationalizing dealer inventories such that production
levels should be largely in line with expected retail demand in
the medium term," Ms. Harris added.

The ratings on BRP reflect the volatile demand for the company's
products due to their discretionary nature, highly seasonal
operating profits, and intense competition. BRP's revenue and
profit both experienced sharp declines in the last economic cycle.
While the company's revenue and EBITDA began improving in fiscal
2011 (ended Jan. 31), the increases were not nearly to the levels
experienced before the recession. These factors are partially
offset by the company's solid market position, brand equity, and
well-established dealer network.

BRP manufactures motorized recreational products including
snowmobiles under the Ski-Doo and Lynx brand names, watercraft and
sport boats under the Sea-Doo name, power sport engines under the
Rotax name, all-terrain vehicles (ATV), side-by-side vehicles and
roadsters under the Can-Am name, and outboard engines under the
Evinrude and Johnson names. BRP's revenues are geographically
diversified, with key markets in the U.S., Canada, and Europe.

"The stable outlook reflects Standard & Poor's expectation that
BRP will sustain improvement in its operating performance and that
credit ratios will be in line with our expectations in the medium
term, including adjusted debt to EBITDA in the 4x area. We could
lower the ratings if the company's financial flexibility weakens
materially because of poor operating performance or sizable
dividends, resulting in adjusted debt to EBITDA above 6x. Given
significant revenue volatility that can materially affect EBITDA,
as well as the potential for a sizable dividend, we are not
contemplating higher ratings in the next year," S&P stated.


BONDS.COM GROUP: Recurring Losses Prompt Going Concern Doubt
------------------------------------------------------------
Bonds.com Group, Inc., filed on May 2, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Bonds.com Group's ability to continue as a going
concern.  The independent auditors noted that the Company
has sustained recurring losses and has negative cash flows from
operations.

The Company reported a net loss of $12.5 million on $2.7 million
of revenue for 2010, compared with a net loss of $4.7 million on
$3.9 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.3 million
in total assets, $9.4 million in total liabilities, and a
stockholders' deficit of $7.1 million.

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

                       http://is.gd/pXHcjW

Based in New York, Bonds.com Group, Inc., through its indirect
wholly owned broker dealer subsidiaries Bonds.com, Inc., and Bonds
MBS, Inc., operates electronic trading platforms for trading in
fixed-income securities.


BOWE BELL + HOWELL: U.S. Trustee Aims to Slow Down Auction
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal bankruptcy monitor
says Bowe Bell + Howell Co. stalking-horse bidder Versa Capital
Management Inc.'s role as the company's existing lender warrants
slowing down the auction timeline.

As reported in the April 21, 2011 edition of the Troubled Company
Reporter, Bowe Systec, Inc., et al., have filed with the U.S.
Bankruptcy Court for the District of Delaware proposed bidding and
auction procedures related to the sale of substantially all of the
Debtors' assets free and clear of all liens, claims, encumbrances
and interests.

Under a stalking horse agreement entered on April 18, 2011,
Contrado BBH Funding, LLC, and a Canadian corporation to be
formed, each a wholly owned subsidiary of Versa Capital Management
Inc., will submit a credit bid for substantially all of the
Debtors' assets.  The agreement states that the Purchasers will
offer employment to at least 85% of the Debtors' active employees
effective as of the closing date.  The Stalking Horse Bidders will
pay all cure obligations in connection with the assumption and
assignment of executor contracts and facility leases and all taxes
and fees resulting from the transfer of the Debtors' assets.  The
Stalking Horse Bidders will also assume certain unpaid ordinary
course of business postpetition obligations.

For the assets, the Stalking Horse Bidders will pay the sum of
(i) the credit bid amount: (a) $80 million, plus (b) the Canadian
credit bid amount; plus (ii) $302,000; plus (iii) all cure amounts
paid or to be paid; plus (iv) the assumed liabilities.  The
aggregate purchase price for the German assets will be $20,000,
plus the assumption of the German obligations.

The Debtors propose that in the event that the Stalking Horse
Bidders don't come out as the buyers of the Debtors' assets, the
Stalking Horse Bidders will be paid a break-up fee of $1.5 million
and an expense reimbursement of up to $1.75 million.

The Debtors contemplate that in the event that the Debtors receive
other offers to buy the assets, an auction will be held on May 31,
2011.  The Debtors propose that bids must be submitted by May 26,
2011.  The sale hearing will be held on June 2, 2011.  The Debtors
expect the consummation of the sale on June 8, 2011.

The proposed Bidding Procedures provide that bidders must submit a
cash deposit of $5 million.  Bids must not be less than the sum of
(i) the Credit Bid Amount and the Cure Amounts in cash; (ii) the
dollar value of the Break-Up Fee in cash; (iii) the dollar value
of the Expense Reimbursement in cash; and (iv) $250,000 in cash.

                          About Bowe Bell

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

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

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

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

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


BREWERY PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brewery Properties Group, LLC
        18 Sheffield Road
        Boxford, MA 01921

Bankruptcy Case No.: 11-14208

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Michael J. Goldberg, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  E-mail: goldberg@casneredwards.com

Scheduled Assets: $2,166,583

Scheduled Debts: $3,439,367

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-14208.pdf

The petition was signed by Ronald Rosenfield, managing member.


BRIGHTGREEN HOME: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brightgreen Home Loans, Inc.
        dba Mirad Financial Group
        4720 Piedmont Row Drive
        Charlotte, NC 28210

Bankruptcy Case No.: 11-33050

Chapter 11 Petition Date: May 2, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark A. Castillo, Esq.
                  CURTIS CASTILLO PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  E-mail: mcastillo@curtislaw.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33050.pdf

The petition was signed by Bob Currier, director and chief
financial officer.


BROADVIEW NETWORKS: S&P Affirms 'B' CCR; Outlook Revised to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rye
Brook, N.Y.-based competitive local exchange carrier Broadview
Networks Holdings Inc. to negative from stable, and affirmed all
its ratings, including the 'B' corporate credit rating.

"The outlook revision reflects the drop in revenue and EBITDA the
company experienced in 2010 of 10.7% and 8.6%, respectively," said
Standard & Poor's credit analyst Catherine Cosentino, "and our
view that EBITDA may continue to decline in 2011, preventing the
achievement of positive free cash flow." "We base this view on
competitive pressures in Broadview's markets, as well as the
adverse impact of the still-sluggish U.S. economy on telecom
spending by many of its retail and wholesale customers," S&P
added.


BUILDERS FIRSTSOURCE: Files Form 10-Q; Posts $21.25MM Net Loss
--------------------------------------------------------------
Builders FirstSource, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of $21.25
million on $162.83 million of sales for the three months ended
March 31, 2011, compared with a net loss of $31.38 million on
$161.37 million of sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$403.93 million in total assets, $264.25 million in total
liabilities and $139.68 million in total stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/vI6YsG

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


BUILDERS FIRSTSOURCE: S&P Lowers CCR to 'CCC'; Outlook is Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Builders FirstSource Inc. to 'CCC' from
'CCC+'. The rating outlook is negative.

"In addition, we lowered the issue-level rating on the company's
senior secured floating-rate notes due 2016 to 'CCC-' from 'CCC'.
The recovery rating remains '5', indicating our expectation that
lenders can expect modest (10% to 30%) recovery in the event of a
payment default. At the same time, we withdrew our 'CCC' issue-
level rating and '5' recovery rating on the company's proposed
$250 million senior secured notes due 2019," S&P stated.

The rating actions follow the company's announcement that it will
not move forward with its proposed plan to offer $250 million of
senior secured notes due 2019 and amend and extend its revolving
credit facility due December 2012.

"As a result, we believe the company's liquidity, which we view as
less than adequate, could become further constrained over the next
several quarters, given the high likelihood of continued negative
free cash flow generation and the lack of additional cash balances
that were to be provided by the proposed transaction," said
Standard & Poor's credit analyst Tobias Crabtree.

"We believe the company is likely to generate negative free cash
flow in excess of $50 million in 2011, given the ongoing weakness
in new residential housing markets. We anticipate liquidity could
decline to between $65 million and $75 million by the end of 2011
from its level of about $115 million on March 31, 2011," S&P
noted.

The ratings also reflect what Standard & Poor's considers to be
the company's vulnerable business profile, given its significant
exposure to highly cyclical new residential construction markets
and its narrow end-market focus and geographic scope.


BUSINESS DEVELOPMENT: PKF Raises Going Concern Doubt
----------------------------------------------------
Business Development Solutions, Inc., filed on May 2, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

PKF, in Hong Kong, expressed substantial doubt about Business
Development Solutions' ability to continue as a going concern.
The independent auditors noted that the Company had a working
capital deficiency and accumulated deficit as of Dec. 31, 2010.

The Company reported a net loss of $6.1 million on $7.4 million of
revenue for 2010, compared with a net loss of $667,863 on
$1.8 million of revenue for 2009.

The increase of net loss is primarily due to the substantial
increase of impairment of intangible assets and provision for
doubtful debts.

Impairment on intangible assets increased to $1.7 million in 2010
from $0 in 2009, representing a full impairment of intangible
assets in this year.  Provision for doubtful debts increased to
$5.7 million in 2010 from $4,480 in 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.6 million
in total assets, $6.2 million in total liabilities, and a
stockholders' deficit of $4.6 million.

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

                       http://is.gd/4OI4TZ

Shanghai, China-based Business Development Solutions, Inc., is a
holding company that operates through its indirect wholly owned
subsidiary, Suzhou TripMart, a business-to-business e-commerce
travel services company in China, specializing in developing
products and services, marketing strategies and business solutions
and for small and medium sized, or SME, travel agents as well as
other e-commerce travel services providers.  The Company also
provides travel management services and products to corporate
clients throughout China, as well as online travel products and
services to the emerging class or free independent travelers or
FITs.


CADENCE INNOVATION: Plan Outline Hearing Scheduled for June 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 29, 2011, at 10:00 a.m., E.T., to
consider adequacy of the Disclosure Statement explaining Cadence
Innovation LLC, et al.'s Plan of Liquidation as of April 26.
Objections, if any, are due June 15, at 4:00 p.m.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

The Debtors relate that prior to the Petition Date, they conducted
a sale process.  Rothschild, Inc., an investment banking firm, was
engaged to explore a potential sale of the Cadence U.S. and
Cadence Bohemia businesses.

The Debtors add that they entered negotiations to sell their
assets on an orderly basis and to fund operations through
commercial enhancements with two primary customers, General Motors
Corporation, Chrysler  LLC, and Bank of America, because it became
apparent that the Debtors would not be sold and their liquidity
needs would be met absent substantial commercial accommodations
from General Motors and Chrysler.

The Debtors commenced the liquidation process of certain equipment
and real property.  The Debtors' remaining assets consist
primarily of cash, avoidance actions, proceeds and interest from
the liquidation of Cadence Europe and real properties in Michigan
and Indiana.

According to the Disclosure Statement, the Plan, in consultation
with the Official Committee of Unsecured Creditors, provides for a
more orderly liquidation and greater recovery and avoids
unnecessary costs to the Debtors' estates.

Under the Plan, the Debtor proposes these treatment of claims:

    Class of Claims and Interest           Estimated Recovery
    ----------------------------           ------------------

Class I Miscellaneous Secured Claims             100%
(Approximately $400,000)

Class II Priority Non-Tax Claims                 100%
(Approximately $0)

Class III General Unsecured Claims              3% - 10%
(Approximately $52 - $70 million)

Class IV Equity Interests                          0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CadenceInnovation_DS426.pdf

The Debtors are represented by:

         Norman L. Pernick, Esq.
         Patrick J. Reilley, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         500 Delaware Avenue, Suite 1410
         Wilmington, DE 19801
         Tel: (302) 652-3131
         Fax: (652) 652-3117

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The Company had at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic, prior to its bankruptcy filing.

Cadence and its debtor-affiliate, New Venture Real Estate
Holdings, LLC, filed for Chapter 11 reorganization (Bankr. D. Del.
Lead Case No. 08-11973) on Aug. 26, 2008.  Norman L. Pernick, Esq.
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as lead counsel to the Debtors.  Katten Muchin
Rosenman LLP is the Debtors' special corporate counsel; Butzel
Long is the special automotive and litigation counsel; and
Rothschild Inc. the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Attorneys at
Clark Hill PLC, Montgomery, McCracken, Walker & Rhoads, LLP, and
Womble Carlyle Sandridge & Rice, PLLC, represent the Official
Committee of Unsecured Creditors.

Cadence disclosed $225,217,639 in assets and $211,997,639 in
liabilities as of the Chapter 11 filing.

Following the bankruptcy filing, the Debtors commenced a going
concern sale process.  However, the buyer was unable to reach a
deal with the Debtors' key customers General Motors Corp. and
Chrysler LLC.  In December 2008, the Debtors commenced the
liquidation of their assets.  The Debtors have leased their
primary Chrysler facility to a party that was funded by Chrysler.
The Debtors' remaining assets include cash, avoidance actions,
proceeds and interests from the liquidation of its European unit
and certain real property.


CAJUN SPECIALTY: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cajun Specialty Meats, Inc.
        690 E. Heinberg St.
        Pensacola, FL 32502

Bankruptcy Case No.: 11-30763

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: John E. Venn, Esq.
                  JOHN E. VENN, JR., P.A.
                  220 W. Garden St., Suite 603
                  Pensacola, FL 32502
                  Tel: (850) 438-0005
                  Fax: (850) 438-1881
                  E-mail: johnevennjrpa@aol.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flnb11-30763.pdf

The petition was signed by Carl J. Broussard, president.


CATALYST PAPER: Incurs C$12.9-Mil. Net Loss in 1st Quarter
----------------------------------------------------------
Catalyst Paper Corporation reported a net loss of C$12.90 million
on C$303.60 million of sales for the three months ended March 31,
2011, compared with a net loss of C$44.70 million on C$273.30
million of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed
C$1.64 billion in total assets, C$1.25 billion in total
liabilities and C$389.60 million in equity.

A full-text copy of the Company's first quarter report is
available for free at http://is.gd/thhbX4

                        About Catalyst Paper

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

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

                          *     *     *

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


CATALYST PAPER: S&P Affirms 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'CCC+' long-term corporate rating on Catalyst Paper Corp. The
outlook is stable.

"At the same time, we revised our recovery rating on the company's
senior secured notes to '3' from '4'. A '3' recovery rating
indicates meaningful (50%-70%) recovery in default, in contrast to
a '4' recovery rating, which indicates average (30%-50%) recovery
in default," S&P related

"The improved recovery prospects are mainly related lower assumed
use of the asset-backed loan in the simulated year of default,
which corresponds with current use based on our borrowing base
calculation," said Standard & Poor's credit analyst Jatinder Mall.

"The ratings on Catalyst reflect what we view as the company's
highly leveraged capital structure, history of weak profitability,
fiber supply issues, and its participation in cyclical commodity
markets," Mr. Mall added. In Standard & Poor's opinion, these
risks are partially mitigated by the company's revenue diversity,
improving cost profile, and adequate liquidity.

Catalyst is a diverse manufacturer of specialty mechanical
printing papers, newsprint, and pulp, with a combined annual
production capacity of 2 million metric tons. It has three
production facilities in B.C. and one in Arizona.

"The stable outlook reflects Standard & Poor's view that, despite
lower-than-anticipated results in the first quarter and the impact
of the fire at Snowflake mill on second-quarter EBITDA, we expect
the company to maintain adequate liquidity. Credit metrics will
likely improve modestly in 2011 but leverage could remain high at
about 7.5x-8.0x. We could lower the ratings on Catalyst if a
decline in pulp and paper prices combined with lower demand lead
to negative cash generation and a liquidity position of less than
C$100 million. An upgrade would require Catalyst to demonstrate
that it can generate an EBITDA on a sustained basis that covers
fixed charges and leads to positive free cash flow generation and
leverage of about 7x," S&P added.


CELANESE US: S&P Assigns 'BB-' Rating on $400MM Sr. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'BB-' and a recovery rating of '5' to Celanese US Holdings
LLC's proposed $400 million senior unsecured notes due 2021 to be
drawn down from the shelf registration dated April 29, 2011. The
'5' recovery rating indicates Standard & Poor's expectation for
modest (10% to 30%) recovery in the event of a payment default.
The company expects to use proceeds from the notes offering, along
with $122 million in cash, to repay the outstanding term loan due
2014.

Standard & Poor's also upwardly revised its issue-level rating on
the company's senior secured credit facilities to 'BBB-' from
'BB+'; at the same time, the agency revised its recovery rating on
the debt to '1' from '2'. The '1' recovery rating indicates a very
high recovery (90% to 100%) expectation in the event of a payment
default.

"The ratings on Celanese U.S. Holdings LLC, a subsidiary of
Celanese Corp., stem from the company's satisfactory business risk
profile as a leading global producer of diverse commodity and
industrial chemicals, partially offset by its aggressive financial
risk profile," said Standard & Poor's credit analyst Liley Mehta.
"Its businesses are cyclical and highly competitive. However, the
relative stability of operating profits reflects the strength of
Celanese's competitive positions. Solid internal funds generation
enhances the company's flexibility to make bolt-on acquisitions
and capital investments to achieve growth."

With annual revenues of about $6 billion, Celanese ranks as No. 1
or No. 2 by global sales for almost all of its products. It has
broad product diversity, balanced end-market positions, and an
earnings base distributed across North America, Europe, and Asia.

Still, the company's results remain subject to general economic
activity, as well as the cyclicality of certain industries it
serves, particularly the automotive, electrical, and construction
industries. Celanese also generates a significant portion of its
consolidated earnings from its acetyls intermediates business,
which consists primarily of products with commodity-like
characteristics. However, the company's expansion into downstream
products lessens cyclicality, compared with producers of
more-fragmented mainstream commodity chemicals.

The outlook on Celanese is stable. "We expect credit measures to
continue to improve modestly throughout 2011, as a result of
gradual demand growth and benefits from restructuring actions. We
do not expect the company to make meaningful share repurchases or
large acquisitions, but rather to preserve ample liquidity via its
substantial cash balances, solid free cash generation, and access
to its revolving credit facility under the credit agreement," Ms.
Mehta said.


CHARLES MCLAUGHLIN: Middleton's Mechanic's Lien Junior to Bank's
----------------------------------------------------------------
On Nov. 23, 2010, the Bankruptcy Court authorized the sale of
Charles McLaughlin's and Charletta McLaughlin's property located
at 389 Witchtrot Road, Wakefield, New Hampshire, for $60,000.  The
sale was approved over the objection of Middleton Building Supply,
Inc.  Middleton claimed it has a validly perfected first priority
mechanic's lien on the Property and is entitled to $15,229.16 in
proceeds from the sale.

People's United Bank f/k/a Ocean Bank disputes Middleton's claim
to priority over the Bank with respect to any portion of the
Disputed Proceeds.  Prior to the bankruptcy, the Bank obtained a
$500,000 attachment on the Debtors' and their related entities'
real property located in Carroll County.  As a result, the Bank
states that it is entitled to all of the proceeds of the sale,
including the Disputed Proceeds.  Because the parties were only
questioning the rights to the Disputed Proceeds and not the merits
of the sale itself, the Court entered the Order authorizing the
sale and directed the Debtors to place the Disputed Proceeds in
escrow until resolution of the dispute between Middleton and the
Bank.

In a May 4, 2011 Memorandum Opinion, Bankruptcy Judge J. Michael
Deasy held that Middleton presented arguments and evidence to the
Court that it is entitled to the Disputed Proceeds because it has
a validly perfected first priority mechanic's lien.  However, as a
matter of law, Middleton mechanic's lien, even if validly
perfected, would be junior because it arose after the Bank
attached and recorded its lien.  The amount of the Bank's lien
exceeds the sale price of the Property.  Thus, the Bank is
entitled to all of the Dispute Proceeds.  Accordingly, the Court
directed the Debtors to release the Disputed Proceeds to the Bank.
The remaining issues are moot.  A copy of the Court's decision is
available at http://is.gd/EZxBgxfrom Leagle.com.

Charles Kenneth McLaughlin and Charletta Lee McLaughlin, Charles
McLaughlin Family Limited Liability Partnership, and Shamrock
Builder, LLC, filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case
Nos. 09-11671 to 09-11673) in 2009.  Attorney for Debtors is:

          Peter V. Doyle, Esq.
          SHAINES & MCEACHERN, PA
          282 Corporate Drive
          Pease International Tradeport
          Portsmouth, NH 03802-0360
          Tel: (603) 436-3110
          Fax: (603) 436-2993
          E-mail: pdoyle@shaines.com

Attorney for Middleton Building Supply, Inc., is:

          Robert C. Wunder, Esq.
          THE LAW OFFICE OF ROBERT C. WUNDER P.L.L.C
          466 Central Towers, Ste 3
          Dover, NH 03820
          Tel: (603) 749-1002

Attorney for People's United Bank f/k/a Ocean Bank is:

          Thomas R. Walker, Esq.
          WALKER AND VARNEY P.C.
          26 North Main Street
          Wolfeboro, NH 03894
          Tel: 603-569-2000


CHARTER COMMS: Fitch Rates $1BB Sr. Unsecured Notes 'BB-'
---------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
senior unsecured notes due 2021. Proceeds from the proposed
$1 billion offering are expected to be used for general corporate
purposes including the repayment of term loans outstanding under
Charter Communications Operating, LLC's (CCO) senior secured
credit facility. Both CCOH and CCO are indirect wholly owned
subsidiaries of Charter Communications, Inc. (Charter). As of
March 31, 2011, Charter had approximately $12.5 billion of debt
(principal value) outstanding.

From Fitch's perspective, the issuance is in line with Charter's
strategy of extending and improving the balance of its debt
maturity profile, and enhances the company's overall financial
flexibility. Specifically the new debt issuance is expected to
reduce the amount of debt scheduled to mature during 2014 from
approximately $2.2 billion (as of March 31, 2011) to approximately
$1.5 billion (pro forma for the new issuance). Near term scheduled
maturities include $27 million for the remainder of 2011 and
approximately $1.1 billion during 2012.

Fitch's ratings incorporate Charter's more viable capital
structure, increased financial flexibility and stable liquidity
profile. Additionally the ratings are supported by Charter's size
and scale as the fourth largest cable MSO in the United States.
Fitch believes that Charter is poised to generate sustainable and
meaningful amounts of free cash flow (FCF, defined as cash flow
from operations less capital expenditures and dividends).
Following the generation of approximately $702 million of FCF
during 2010, Charter reported $91 million of FCF during the first
quarter of 2011. Fitch anticipates higher capital expenditures
(ranging between $1.3 and $1.4 billion) and somewhat higher
interest costs will offset EBITDA growth during 2011, putting the
company in position to generate a similar amount of FCF during
2011.

Ratings concerns center on Charter's elevated financial leverage
(relative to other large cable multiple system operators [MSOs]),
a comparatively weaker subscriber clustering profile and service
penetration rates that lag behind industry leaders. Moreover
Charter's ability to maintain its relative competitive position
and grow its revenues beyond its core 'Triple Play' service
offering remains a key consideration. Importantly Charter
continues to deploy DOCSIS 3.0 and switched digital video
throughout its cable plant, which positions the company to
efficiently manage its cable plant bandwidth and provide the
company with sufficient service flexibility to maintain its
competitive position.

Debt outstanding as of March 31, 2011 totaled $12.5 billion
(principal value), of which 38% was senior secured (33% pro forma
for the May 3, 2011 issuance).  Leverage for the latest 12 months
(LTM) period ended March 31, 2011 was 4.8 times (x), and the CCOH
issuance will not have a material affect on Charter's overall
leverage. Fitch believes that Charters credit profile will improve
modestly during the ratings horizon with leverage declining below
4.5x by the end of 2011.

Charter's liquidity position is sufficient given the current
rating and is primarily supported by the borrowing capacity from
CCO's $1.3 billion revolver (available for borrowing was
approximately $957 million as of March 31, 2011) and expected free
cash flow generation. As of March 31, 2011, Charter had the
capability to draw its entire available revolver and maintain
compliance with leverage maintenance tests. Commitments under the
revolver will expire on March 6, 2015. However revolving lenders
holding more than 50% of the revolving commitments may advance the
termination date to Dec. 1, 2013, if on Dec. 1, 2013 CCO and its
subsidiaries do not have less than $1 billion of indebtedness with
maturities between Jan. 1, 2014 and April 30, 2014. As of March
31, 2011, Charter had maturities totaling approximately $1.3
billion between Jan. 1. 2014 and April 30, 2014.

The Stable Outlook reflects Fitch's belief that the company will
continue to extend its maturity schedule and Fitch's expectation
that Charter's operating profile will not materially decline
during the near term in the face of competition and poor housing
and employment conditions.

Fitch currently rates Charter:

CCH II, LLC

   -- IDR at 'BB-';

   -- Senior unsecured debt at 'B+'.

CCO Holdings, LLC

   -- IDR at 'BB-';

   -- Senior secured term loan at 'BB+';

   -- Senior unsecured debt at 'BB-'.

Charter Communications Operating, LLC

   -- IDR at 'BB-';

   -- Senior secured credit facility at 'BB+';

   -- Senior secured second lien notes at 'BB+'.


CHARTER COMMS: S&P Rates $1Bln. Sr. Unsecured Notes 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
ratings to the $1 billion senior unsecured notes due 2021 to be
issued by CCO Holdings LLC and CCO Holdings Capital Corp.,
subsidiaries of St. Louis-based cable TV operator Charter
Communications Inc. "We have assigned a recovery rating of '4'
to the notes, indicating our expectations for an average (30%-50%)
recovery in the event of payment default," S&P stated.

The company intends to use about $270 million of the proceeds of
this publicly registered issue to repay the outstanding revolving
credit facility balance, with the remainder to pay down an
aggregate of about $700 million of secured bank term loans.

"In addition, as a result of the expected permanent reduction in
secured bank debt, we have revised our recovery ratings on roughly
$4 billion of Charter's existing unsecured debt (issued by the
subsidiaries CCO Holdings LLC and CCO Holdings Capital Corp.) to
'4' from '5'. The '4' recovery rating indicates our current
expectation of marginal (30%-50%) recovery of principal in the
event of a default. Reflecting its improved recovery prospects, we
also raised the issue-level rating on that unsecured debt to 'BB-'
(the same as the corporate credit rating) from 'B+'," S&P noted.

The expected issuance of the $1 billion of unsecured notes does
not affect either the 'BB-' corporate credit rating and stable
outlook on Charter Communications Inc., or the issue-level ratings
on Charter's first-, second-, and third-lien debt.

"Our ratings on Charter continue to reflect aggressive leverage
(adjusted debt to EBITDA was 4.8x in 2010); around $2,700 of
consolidated debt per basic subscriber, suggesting little, if any,
equity cushion; increased competition from AT&T Inc.'s rival U-
verse product; the significant, 4.8% basic subscriber erosion
experienced in 2010; and continued lagging basic video
penetration. Mitigating factors include a fair business position
benefiting from favorable cable industry operating
characteristics, including the good revenue visibility inherent in
the company's subscription-based business model; capital spending
largely linked to growth of new revenue-generating units (RGUs);
and the significant bandwidth capacity of Charter's fiber/coaxial
plant that should equip it to meet foreseeable demand for
broadband services," S&P added.

Ratings List

Charter Communications Inc.
Corporate Credit Rating            BB-/Stable/--

New Ratings

CCO Holdings LLC
CCO Holdings Capital Corp.
Senior Unsecured
$1 bil. notes due 2021             BB-
   Recovery Rating                  4

Upgraded; Recovery Rating Revised
                                    To          From
CCO Holdings LLC
CCO Holdings Capital Corp.
Senior Unsecured                   BB-         B+
   Recovery Rating                  4           5


CHINA NETWORKS: CNH Partners Discloses 7.44% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, CNH Partners, LLC, and CNH CA Master Account, L.P.,
disclosed that they beneficially own 3,049,704 shares of common
stock of China Networks International Holdings Ltd. representing
7.44% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/EUAtmX

                       About China Networks

Headquartered in Beijing, China Networks International Holdings,
Limited, through China Networks Media Ltd., a British Virgin
Islands company, provides broadcast television advertising
services in the PRC, operating joint-venture partnerships with PRC
TV Stations in regional areas of the country.  The Company manages
these regional businesses through a series of joint ventures and
contractual arrangements to sell broadcast television advertising
time slots and so-called "soft" advertising opportunities to local
advertisers directly and through advertising agencies and brokers.

As reported by the TCR on July 6, 2010, UHY Vocation CPA Limited,
in Hong Kong, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a significant working capital deficit
and is dependent on obtaining additional financing to execute its
business plan.

The Company reported net income of US$2.4 million on
US$19.0 million of revenue for 2009, compared with a net loss of
US$3.4 million on US$4.3 million of revenue for 2008.

The Company's balance sheet at Dec. 31, 2009, showed
US$52.0 million in assets, US$54.0 million of liabilities, and
US$236,400 of common stock subject to repurchase, for a
shareholders' deficit of US$2.3 million.


CHRYSLER GROUP: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and Probability of Default Rating to Chrysler Group LLC. Moody's
also assigned a Ba2 rating to Chrysler's 1st lien senior secured
credit facilities that will include a $3.5 billion term loan and
$1.5 billion revolving credit agreement, and a B2 rating to the
company's $2.5 billion 2nd lien notes. Chrysler's Speculative
Grade Liquidity rating is an SGL-2 and the rating outlook is
positive.

The $6 billion of proceeds from the term loan and note offering,
along with a $1.3 billion equity contribution from Fiat SpA and
$500 million of cash on hand, will be used to repay $7.6 billion
in high-coupon US and Canadian government loans, increase Fiat's
equity ownership in Chrysler to 46%, and cover transaction fees.

RATINGS RATIONALE

The B2 CFR reflects Moody's expectations that Chrysler's strategic
alliance with Fiat SpA (Ba1/review for downgrade) will enable the
company to effectively address its most pressing challenges and to
generate operating performance and credit metrics that are solidly
supportive of the B2 rating. The rating also anticipates that
Chrysler's pro forma liquidity position of approximately $10.9
billion will provide an adequate cushion for cash requirements
likely to arise during the coming twelve months.

The positive outlook anticipates that Chrysler's operating
performance and financial profile will improve as its new product
strategy gains traction and its alliance with Fiat deepens.

The key challenge facing Chrysler is a North American product
portfolio that was highly uncompetitive through 2010, and was
incapable of sustaining a viable operating or financial position.
Despite the considerable benefits accruing from the 2009
restructuring of the US automotive sector, the elimination of
significant amounts of debt and other liabilities as a result of
the bankruptcy process, and the rebound in demand during 2010,
Chrysler's weak product portfolio was the main driver of the
company's 2010 net loss of $652 million. In contrast, Chrysler's
two domestic competitors were each able to generate net income of
approximately $4 billion prior to unusual items.

A critical expectation supporting the B2 rating is that Chrysler's
alliance with Fiat will materially strengthen the competitiveness
of its North American portfolio. Moody's notes that with the
assistance of Fiat, 16 of Chrysler's vehicles (representing
approximately 74% of the company's US volume) have been renewed or
significantly refreshed during late 2010 and early 2011. Initial
sales data and quality measures indicate that these vehicles have
the potential to materially strengthen Chrysler's US portfolio.
Moreover, ongoing cooperation between Chrysler and Fiat in the
areas of purchasing, product development, platform sharing and
international distribution could support further improvement in
Chrysler's operating and financial position beyond 2011.

Because of the competitive challenges facing both Chrysler and
Fiat, Moody's believes the long-term viability of each company is
highly dependent upon the success of the alliance. Each company
stands to harvest important benefits but must also address key
challenges. This strategic interdependence, along with Fiat's plan
to increase its ownership of Chrysler to 51% during the near term,
reflect the sustainability of the alliance.

Notwithstanding these potential benefits, Chrysler's B2 rating
also incorporates an assessment of the ongoing risks the company
will face. These include: the need to continue harvesting and
demonstrating the benefits of the alliance (particularly in the
area of new product development), operating performance and credit
metrics that are considerably weaker than its domestic and
international peers, the ongoing cyclicality of the global
automotive sector, and the potential for material shifts in
consumer vehicle preference due to rising fuel prices.

The Ba2 rating of the 1st lien obligations reflects the priority
of claim that these instruments have in Chrysler's capital
structure. The B2 rating of the 2nd lien obligations reflects the
materially lower recovery these notes are likely to experience in
the event of bankruptcy given their junior position relative to
the 1st lien securities.

Chrysler's SGL-2 Speculative Grade Liquidity rating reflects
Moody's assessment that the company has adequate liquidity to
cover all cash requirements likely to occur during the coming
twelve months. Pro forma for the proposed transactions, Chrysler's
liquidity position stands at approximately $10.9 billion, and
includes $9.4 billion in cash and $1.5 billion available under the
new revolving credit facility. The company's principal liquidity
requirements include the $3 to $4 billion Moody's estimates
Chrysler will need to cover intra-period and seasonal working
capital needs, and a modest $250 million in maturing debt.

Chrysler's B2 CFR could be considered for possible upgrade if its
new products continue to gain market acceptance and strengthen the
company's perception among consumers. Chrysler's ability to
sustain the following metrics would support positive rating
action: EBIT/interest above 1.5x; debt/EBITDA below 4.5; and free
cash flow exceeding $1 billion (all metrics reflecting Moody's
standard adjustments).

However, a failure to gain solid market acceptance of its new
products or a significant shift in consumer preference to smaller
vehicles due to rising fuel prices could pressure the rating.
Metrics of the following levels could contribute to a downward
rating adjustment: EBIT/Interest below 1x; debt/EBITDA above 5x;
and negative free cash flow.

The principal methodology used in rating Chrysler Group LLC was
the Global Automotive Manufacturer Methodology, published December
2007. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


CHRYSLER GROUP: S&P Rates Corporate Credit 'B+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Chrysler Group LLC. The rating outlook
is stable.

"At the same time, we assigned our preliminary issue-level rating
to Chrysler's senior bank facilities and second-lien notes," S&P
stated.

"The preliminary corporate credit rating reflects our assessment
of Chrysler's business risk profile as weak and its financial risk
profile as aggressive," said Standard & Poor's credit analyst
Robert Schulz. "Under our criteria, the combination of these
profiles is consistent with a 'B+' corporate credit rating. The
stable outlook reflects our view that the company will remain
profitable in its main North American market (around 90% of
revenues) over the next year and generate some positive
discretionary cash flow," S&P noted.

"For example," said Mr. Schulz, "we believe the company's
automotive operations will remain profitable with industry light-
vehicle sales at or above current levels (i.e., more than 12
million units)."


CIT GROUP: Moody's Upgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service upgraded CIT Group Inc.'s Corporate
Family Rating to B2 from B3. The rating outlook is stable.

Upgrades:

   Issuer: CIT Group Inc.

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Senior Secured First Lien Term Loan, Upgraded to Ba3 from B1

   -- Senior Secured Second Lien Regular Bond/Debenture, Upgraded
      to B2 from B3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from
      Caa1

RATINGS RATIONALE

The upgrade reflects the progress CIT has made addressing its most
immediate organizational, operational, and financial challenges
subsequent to its bankruptcy reorganization in December 2009.
During the past 18 months, CIT has strengthened management by
filling key positions, advanced initiatives to streamline
operations and reduce funding costs, enhanced liquidity and
capital cushions, and begun a transition to a bank-centric funding
model. CIT is also continuing efforts to improve core risk
management and control functions and is working closely with
regulators to address their other concerns. Moody's believes that
CIT's creditworthiness has improved as a result of its
achievements in these areas.

The B2 rating also recognizes that CIT has much more to do to
solidify its long-term operating viability. CIT must address gaps
in its transition strategy, particularly with respect to
strengthening the deposit-taking and asset origination
capabilities of CIT Bank. CIT must also demonstrate that its plans
will enable the company to generate sustainably adequate returns
in an environment of increasing competition from other financial
institutions. The execution risks associated with CIT's business
development objectives and funding transitions are considerable
and constrain its ratings.

CIT's strengthened liquidity and capital positions support the
rating upgrade. Over the past five quarters, CIT has repaid $10.2
billion of high cost debt from cash generated from the sale and
runoff of loans and leases as well as from new debt issuance and
asset financings. CIT also refinanced $3 billion of first lien
debt, significantly lowering its cost and extending its maturity.
In March, CIT issued $2 billion of series C second lien notes,
proceeds of which went towards repayment of $2.5 billion of higher
cost series A second lien debt. As a consequence of the debt
repayments and refinancing, CIT has no material debt maturities
until 2014. Cash and equivalents, net of $2.5 billion used for the
series A redemption, totaled $9.3 billion at the end of the first
quarter. CIT's Tier 1 capital ratio increased to 20.1%, up from
19.1% at year end and 15.7% in March of 2010. Moody's expects that
CIT will continue to maintain strong cash and capital levels as
buffers for performance and funding risks while the firm continues
its business transition.

In March 2011, the FDIC and the Utah Department of Financial
Institutions terminated their Cease & Desist orders on CIT Bank.
The orders had capped CIT Bank's brokered deposit levels at $5.5
billion. With strong liquidity, the bank has no immediate need to
increase brokered deposits levels, but there is reputational value
in the lifting of the orders. "The regulators' decisions to lift
the C&D orders are a milestone because it helps improve investor
and customer confidence in the company," said Moody's senior
analyst Mark Wasden.

Also supporting the upgrade is CIT's improved risk management
infrastructure and oversight practices and its progress addressing
other remediation requirements in its Written Agreement with the
Federal Reserve. CIT has committed significant resources to
fulfilling remaining requirements and has said that it expects to
substantially satisfy them by the end of 2011.

CIT's weak margins and uncertainty regarding the pace and adequacy
of future margin improvements are constraints on the firm's
ratings. By repaying and refinancing high-cost debt, CIT has
reduced its cost of funds and improved its net finance margin,
adjusted to exclude accretion income associated with fresh-start
accounting (FSA) and other distortions such as debt prepayment
expense. However, CIT's pre-tax margins are well below pre-crisis
levels, a function of high funding costs and elevated, though
declining credit costs. CIT faces headwinds in its drive to
restore adequate profitability relating to the cost and
composition of capital, reputation and origination volumes,
competition, and credit costs. To warrant consideration for
further upgrade, CIT must become consistently profitable (pre-FSA)
and make further progress restoring net finance margins to
competitive levels. Moody's believes that for CIT to attract new
lower cost sources of capital, it must maintain a trajectory
toward sustainably attractive returns.

An additional constraint on CIT's rating is the execution risk
associated with its funding model transition. CIT Bank, the
centerpiece of CIT's evolving funding model, relies significantly
on brokered deposits. It isn't clear how CIT intends to diversify
its deposit-taking capabilities or what the associated cost will
be. Funding outside of the bank encumbers nearly all non-bank
assets, which constrains the firm's financial flexibility. CIT's
funding profile will likely continue to rely more significantly on
confidence-sensitive funding than many other competitors, due to
its funding and asset mix, which could eventually limit the firm's
upgrade potential.

The principal methodology used in rating CIT is Analyzing the
Credit Risks of Finance Companies.

CIT Group, Inc. is a bank holding company primarily focused on
serving the small business and middle market sectors with
headquarters in New York City and Livingston, New Jersey.


CLEAN BURN: Finds Defective Lien on Corn Inventory
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Clean Burn Fuels LLC is challenging a creditor's ownership of
600,000 bushels of corn stored at the facility when the Chapter 11
petition was filed on April 3.

According to the report, Clean Burn's lawsuit claims that Perdue
Bioenergy LLC was under contract to supply corn.  The agreement
called for Perdue to retain ownership until the corn moved across
a conveyer belt from a storage bin at the plant into the
production process.  The complaint alleges that that the
arrangement was an unperfected security interest that can be
voided in bankruptcy.  If the court decides that the arrangement
was a secret lien that can't withstand bankruptcy, the company
wants the bankruptcy judge to rule that the value of the corn at
filing is an unencumbered asset of the bankrupt estate and not
collateral for Cape Fear Farm Credit ACA, which has a lien on the
plant and inventory.

Mr. Rochelle relates that in counterattack, Perdue filed a motion
asking the court to declare that it is the owner of the corn and
has the right to remove the goods from the plant.  In support of
its argument that it retained ownership, Perdue can argue that it
paid Clean Burn $1 a year to lease bins where the corn was stored.

                         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.


COLORADO SUN: District Court Stays Sale Process Pending Appeal
--------------------------------------------------------------
Senior District Judge John L. Kane on Tuesday stayed the planned
sale of Colorado Sun Oil Processing, LLC's assets pending
resolution of Colorado Mills, LLC's motion for leave to appeal the
approval of bidding procedures.  Colorado Mills sought for the
stay.  SK Food International, Inc., filed a joinder to the stay
request.

Harvey Sender, the Chapter 11 Trustee for Colorado Sun, filed a
motion in February seeking to sell substantially all of the
Debtors' assets to SunOpta Grains and Foods Inc., f/k/a Sunrich
LLC, subject to higher and better offers.  Rival bids were
supposedly due May 4, 2011.

SunOpta offers to pay $1,200,000 for the assets and assume
responsibility to satisfy the cure amount of $663,091.83 for the
parties' equipment agreement plus cure amounts for any other
executory contracts or leases that may be assumed and assigned
under the purchase agreement.

Sunrich and Colorado Mills LLC formed the Debtor as a joint
venture between the parties and each has a 50% ownership interest
in the Debtor.  SGF is the Debtor's largest customer and creditor.

In the Sale Motion, the Chapter Trustee said the Debtor's assets
are far more valuable to SGF and Mills than to third parties.
Moreover, the Debtor operates in a highly specialized field such
that there are few parties who would have interest in the Debtor's
assets.  Thus, it is not surprising that SGF is acting as the
Stalking Horse.

The Chapter 11 Trustee said that in negotiating the asset purchase
agreement, the Trustee and the Stalking Horse each were
represented by separate counsel and acted at all times in good
faith and conducted arm's-length negotiations.

To the extent that the Chapter 11 Trustee is unable to make the
payments owed under the Equipment Agreement to SunOpta for the
period after Dec. 31, 2010, through the consummation of the Sale,
the Cash Purchase Price will be reduced by the aggregate amount of
any Payment Deficiencies.  The Chapter 11 Trustee anticipates that
proceeds from the Sale will result in the Trustee being able to
pay all creditors in full after payment of administrative expenses
of the Estate, the Trustee's fees, professional fees and post-
petition payments to creditors, if any.

The Stalking Horse is entitled to a break-up fee in an amount not
to exceed 3% of the Purchase Price in the event a party other than
the Stalking Horse is the Successful Bidder.

The case before the District Court is Colorado Mills, LLC,
Appellant, v. Harvey Sender, Chapter 11 Trustee, and SunOpta
Grains and Food, Inc., Appellees, Case No. 11-cv-946-AP (D.
Colo.).  A copy of the District Court's May 3, 2011 Order is
available at http://is.gd/Enyyqpfrom Leagle.com.

On April 18, 2011, the Bankruptcy Court indicated that Colorado
Mills' Motion for Stay Pending Resolution of Motion for Leave to
Appeal Interlocutory Order Granting Bid Procedures Motion will
likely be granted with the posting of an appropriate bond in the
event that the interlocutory appeal is accepted by the District
Court.  In the event that the appeal is accepted, a separate Order
regarding the stay will enter from the Court. If it is not
granted, the pending motion will be deemed moot.

                 About Colorado Sun Oil Processing

Colorado Sun Oil Processing, LLC owns and operates a vegetable oil
processing facility.  The company was founded in 2008 and is based
in Lamar, Colorado.  Colorado Sun Oil Processing operates as a
subsidiary of Colorado Mills and SunOpta Inc.

An involuntary bankruptcy petition was filed against the Debtor
(Bankr. D. Colo. Case No. 10-24424) on June 9, 2010.  Harvey
Sender was appointed as Chapter 11 Trustee on Aug. 16, 2010. On
Oct. 26, 2010, the Court entered an order for relief.  No official
committee has been appointed in this case.

Judge Sidney B. Brooks presides over the case.

Colorado Sun Oil Processing LLC is represented by:

          David M. Miller, Esq.
          Lee M. Kutner, Esq.
          KUTNER MILLER BRINEN, P.C.
          303 E. 17th Ave., Ste. 500
          Denver, CO 80203
          Tel: 303-832-2400
          E-mail: dmm@kutnerlaw.com
                  lmk@kutnerlaw.com

Petitioning Creditor Royal Electrical Services, Inc., is
represented by:

          Bart B. Burnett, Esq.
          Kevin S. Neiman, Esq.
          Robert M. Horowitz, Esq.
          HOROWITZ & BURNETT, P.C.
          1660 Lincoln St., Ste. 1900
          Denver, CO 80264
          Tel: 303-996-8600
          Fax: 303-996-8636
          E-mail: bburnett@hblegal.net
                  kneiman@hblegal.net
                  rhorowitz@hblegal.net

Chapter 11 Trustee Harvey Sender is represented by:

          Carl A. Eklund, Esq.
          James P. Bickford, Esq.
          1225 17th St., Ste. 2300
          Denver, CO 80202
          Tel: 303-292-2400
          Fax: 303-3824630
          E-mail: EklundC@ballardspahr.com
                  BickfordJ@ballardspahr.com

               - and -

          Patrick D. Vellone, Esq.
          ALLEN & VELLONE P.C.
          1600 Stout St., Suite 1100
          Denver, CO 80202
          Tel: 303-534-4499
          E-mail: pvellone@allen-vellone.com


COMMERCIAL VEHICLE: Closes $250MM of 7.875% Sr. Notes Offering
--------------------------------------------------------------
Commercial Vehicle Group, Inc., has closed its previously
announced offering of $250.0 million aggregate principal amount of
7.875% Senior Secured Notes due 2019 through a private offering
that was exempt from registration under the Securities Act of
1933, as amended.  The Company has entered into an amended and
restated revolving credit facility with Bank of America, N.A., as
agent and lender.  The amended and restated terms and conditions
provide for (i) an increase in the facility size to $40.0 million
from $37.5 million, (ii) an extension of the maturity date to
April 26, 2014 from Jan. 7, 2012 and (iii) a decrease in fees and
interest rates.  Up to an aggregate of $10.0 million is available
for the issuance of letters of credit, which reduces availability
under the Revolving Credit Facility.  The Revolving Credit
Facility also contains modifications to certain financial and
other covenants and offers the Company greater financial
flexibility.  The Company intends to use the Revolving Credit
Facility for ongoing operating and working capital requirements.
The Company used the net proceeds from the offering of the Notes
(i) to repay all outstanding indebtedness under its existing
second lien term loan, (ii) to fund the repurchase of
approximately $94.9 million of the Company's 8% Senior Notes due
2013 and approximately $48.0 million of the Company's 11%/13%
Third Lien Senior Secured Notes due 2013 on the early settlement
date of the previously announced concurrent tender offers and
consent solicitations for the Existing Notes; and (iii) to pay
related fees and expenses.

The Notes and the related guarantees were offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

The Company also announced the early settlement of its previously
announced tenders offers and consent solicitations with respect to
any and all of its Existing Notes.  The tender offers and consent
solicitations were subject to certain conditions, including, among
others, the receipt of the requisite consents to each supplemental
indenture and the receipt by the Company of the proceeds from an
issuance of new senior secured notes and the concurrent amendment
and restatement of the Company's existing revolving credit
facility.  As of April 26, 2011, these conditions were satisfied,
and the Company accepted for purchase the approximately $94.9
million (or approximately 97.1%) of the outstanding aggregate
principal amount of 2005 Notes and the approximately $48.0 million
(or approximately 100.0%) of the outstanding aggregate principal
amount of 2009 Notes, in each case that had been validly tendered
as of 5:00 p.m., New York City time, on April 21, 2011.

The amendments to the indentures governing the Existing Notes
contained in the supplemental indentures, dated as of April 21,
2011, became operative upon the Company's acceptance of the
Existing Notes.  Upon acceptance by the Company, all holders who
validly tendered (and did not validly withdraw) their Existing
Notes on or prior to the Consent Date received (i) with respect to
2005 Notes, $1,020 per $1,000 principal amount of 2005 Notes and
(ii) with respect to 2009 Notes, $1,110 per $1,000 principal
amount of 2009 Notes (which included $1,080 as the tender offer
consideration and $30 as a consent payment).  In addition, all
such holders received accrued and unpaid interest up to, but not
including, April 26, 2011.

The tender offers are scheduled to expire at 11:59 p.m., New York
City time, on May 5, 2011, unless extended or earlier terminated
by the Company.  Holders of any remaining Existing Notes who
validly tender their Existing Notes after the Consent Date, but on
or prior to the Expiration Date, will receive (i) with respect to
2005 Notes, $990 per $1,000 principal amount of 2005 Notes and
(ii) with respect to 2009 Notes, $1,080 per $1,000 principal
amount of 2009 Notes, in each case, plus accrued and unpaid
interest up to, but not including, the date of payment, payable
promptly after the Expiration Date.  The Company currently expects
this payment date will be on or about May 6, 2011.  Holders of
Existing Notes who tender after the Consent Date will not be
entitled to receive a consent payment.  Existing Notes tendered
after the Consent Date, but on or prior to the Expiration Date,
may not be withdrawn, except in limited circumstances where
withdrawal rights are required by law.

Any Existing Notes not tendered and purchased pursuant to the
tender offers will remain outstanding, and the holders thereof
will be bound by the amendments contained in the applicable
supplemental indenture even though they have not consented to such
amendments.  The Company intends to redeem any Existing Notes that
remain outstanding after the consummation of the tender offers in
accordance with the terms of the applicable indenture.

None of the Company's board of directors, the dealer manager and
solicitation agent or any other person makes any recommendation as
to whether holders of Existing Notes should tender their Existing
Notes, and no one has been authorized to make such a
recommendation.

The Company has engaged Credit Suisse Securities (USA) LLC to act
as dealer manager and solicitation agent and D.F. King & Co.,
Inc., to act as the depositary and information agent for the
tender offers and consent solicitations.  Questions regarding the
tender offers or consent solicitations may be directed to Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-2147 (collect).  Requests for the Offer Documents may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for bankers
and brokers) or (888) 628-9011 (for all others).

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

The Company's balance sheet at March 31, 2011 showed $306.60
million in total assets, $300.81 million in total liabilities and
$5.79 million in total stockholders' investment.

                        *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


CORNERSTONE BANCSHARES: To Offer 600,000 Series A Pref. Shares
--------------------------------------------------------------
Cornerstone Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to Form S-1
registration statement relating to its offer to sell up to 600,000
shares of the Company's Series A Convertible Preferred Stock at a
price of $25.00 per share.  The annual cash dividend on each share
of Series A Preferred Stock is $2.50, which is equal to 10% of the
original issue price of $25.00 per share of Series A Preferred
Stock, and is payable quarterly in arrears, if, as and when
declared, on the 15th day of February, May, August and November
that immediately follows the end of the Dividend Period to which
such dividends relate.  Any dividend payable on shares of Series A
Preferred Stock that is not declared by the Company's board of
directors or paid will accumulate from the Initial Dividend
Commencement Date.

Each share of Series A Preferred Stock will be convertible at any
time into five shares of the Company's Common Stock reflecting an
initial conversion price of $5.00 per share of Common Stock.  The
shares of Series A Preferred Stock are also convertible at the
Company's option, in whole or in part, into shares of the
Company's Common Stock at the conversion rate, at any time on or
after July 31, 2015 if the closing price of the Company's Common
Stock equals or exceeds 150% of the conversion price on each of
the 30 consecutive trading days immediately preceding the date the
Company gives notice of the Company's election to so convert.
Cash will be paid in lieu of issuing any fractional shares.
Subject to prior regulatory approval, the Series A Preferred Stock
is also redeemable by the Company, in whole or in part, at any
time after July 31, 2015 for a redemption price equal to the
original issue price plus any accumulated and unpaid dividends.
All shares of the Company's Common Stock issued upon conversion of
the Series A Preferred Stock will be freely tradable without
restriction under the Securities Act of 1933, as amended, except
for shares purchased by the Company's "affiliates."

The offering will be made to the Company's shareholders and the
Company's and Cornerstone Community Bank's (the Company's
subsidiary) officers, directors and employees who are residents of
those states in which this offering is being made.  The Company is
offering these shares on a "first come, first served" basis.  The
Company does not intend to sell less than 100 shares or more than
100,000 shares to any person, although the Company reserves the
right to make exceptions in the Company's sole discretion.  The
offering of shares of Series A Preferred Stock to the Offerees is
being made only through the efforts of the Company's directors and
executive officers.  Once made, subscriptions may not be revoked
by subscribers.  Shares of Series A Preferred Stock not purchased
by Offerees within four weeks of the effective date of this
prospectus may be made available to the public through any
eligible broker or dealer named in a subscription agreement as
having assisted the subscriber in making the investment.  Shares
of Series A Preferred Stock sold through eligible brokers or
dealers will be sold at a price of $25.00 per share and the
Company will pay a commission equal to 2.0% of that amount.  As of
March 31, 2011, the Company has not paid a commission to a broker
or dealer for a sale of the Series A Preferred Stock.  The Company
may commence to offer shares through brokers and dealers at any
time after the expiration of the four week period.  Unless
extended by the Company in its sole discretion, the offering will
terminate on June 30, 2011.

The Company will conduct the offering solely on a best efforts, no
minimum basis, which means there are no purchase commitments from
underwriters and no minimum number of shares that must be sold in
the offering in order to accept subscriptions and close the
offering.  With respect to shares offered, all funds will be
placed in a segregated account at Cornerstone Community Bank
pending the Company's acceptance of the associated subscriptions.
Accordingly, the Company may raise less than $15,000,000 in the
offering and the funds from any subscriptions the Company accepts
will be immediately available to the Company.  As soon as
practicable after the acceptance of any subscription, the Company
will cause to be sent certificates for shares of Series A
Preferred Stock representing the subscriptions accepted by the
Company.

Prior to this offering, there has not been a public market for the
shares of Series A Preferred Stock.  The Company anticipates that
the shares of Series A Preferred Stock will be quoted in the over-
the-counter market and, thus, that a secondary, though limited,
market may develop for the shares sold in this offering.  The
Company's Common Stock is quoted on the OTC Bulletin Board under
the symbol CSBQ.  On April 1, 2011, the last reported sale price
of the Common Stock was $1.55 per share.

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

The Company reported a net loss of $4.71 million on $25.21 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $8.17 million on $26.31 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$441.50 million in total assets, $415.68 million in total
liabilities and $25.82 million in total stockholders' equity.

                          Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


COSIMO, LLC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cosimo, LLC
        1249 South Pleasantburg Drive
        Greenville, SC 29605

Bankruptcy Case No.: 11-03012

Chapter 11 Petition Date: May 4, 2011

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

Judge: Helen E. Burris

Debtor's Counsel: Curtis W. Stodghill, Esq.
                  STODGHILL LAW FIRM CHARTERED
                  201 East McBee Avenue, Suite 300A
                  Greenville, SC 29601
                  Tel: (864) 271-0966
                  E-mail: curt@stodghill-law.com

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

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

The petition was signed by Jerry Saad, manager.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Anderson County Treasurer          *Notice Purpose              $1
P.O. Box 8002
Anderson, SC 29622-8002

Greenville County Tax Collector    *Notice Purpose              $1
301 University Ridge, Suite 700
Greenville, SC 29601

Internal Revenue Service           *Notice Purpose              $1
Insolvency Group 6
MDP39
1835 Assembly Street
Columbia, SC 29201

Internal Revenue Service           *Notice Purpose              $1

Laurens County Treasurer           *Notice Purpose              $1

S.C. Employment Security           *Notice Purpose              $1
Commission

SC Dept of Rev. & Tax              *Notice Purpose              $1

Spartanburg County Tax Collector   *Notice Purpose              $1

Capital Investment Funding, LLC    Assignment of           unknown
                                   Mortgages


CRIPPS-FRANCE PHARMACY: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Cripps-France Pharmacy, Inc.
        dba Family Medical Center Pharmacy
        P.O. Box 128
        Smithville, TN 37166

Bankruptcy Case No.: 11-04523

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: Marian F. Harrison

Debtor's Counsel: Paul E. Jennings, Esq.
                  PAUL E. JENNINGS LAW OFFICES, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  E-mail: paulejennings@bellsouth.net

Scheduled Assets: $556,121

Scheduled Debts: $1,901,336

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/tnmb11-04523.pdf

The petition was signed by Susan Y. Cripps, president.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Susan Y. Cripps                       11-03412            04/01/11


CROSS BORDER: Enters Into $550,935 Loan Pact with Green Shoe
------------------------------------------------------------
Cross Border Resources, Inc., entered into a Loan Agreement with
Green Shoe Investments Ltd., and the Company executed and
delivered a Promissory Note to Green Shoe in connection therewith.
The amount of the Promissory Note and the loan from Green Shoe is
$550,935 and the purpose of the Green Shoe Loan is to consolidate
and extend all of the loans owed by the Company and its
predecessors to Green Shoe including without limitation the
following: (i) loan dated May 9, 2008 in the principal amount of
$100,000, (ii) loan dated May 23, 2008 in the principal amount of
$150,000, (iii) loan dated July 18, 2008 in the principal amount
of $50,000, (iv) loan dated Feb. 24, 2009 in the principal amount
of $100,000, and (v) loan dated April 29, 2009 in the principal
amount of $87,000.  The Green Shoe Loan is unsecured.

Beginning March 31, 2011, the amounts owed under the Promissory
Note began to accrue interest at a rate of 9.99%, and the
Promissory Note provides that no payments of principal or interest
are due until the maturity date of Sept. 30, 2012.  The Company is
obligated to pay all accrued interest and make a principal payment
equal to one-third of the principal owed upon the closing of an
equity offering resulting in a specified amount of net proceeds to
the Company.  In addition, Green Shoe was granted the right to
convert the principal and interest owed into shares of common
stock of the Company at a conversion price of $4.00 per share.

                Promissory Note and Loan Agreement
                   with Little Bay Consulting SA

On April 26, 2011, the Company entered into a Loan Agreement with
Little Bay Consulting SA, and the Company executed and delivered a
Promissory Note to Little Bay in connection therewith.  The amount
of the Promissory Note and the loan from Little Bay is $595,423
and the purpose of the Little Bay Loan is to consolidate and
extend all of the loans owed by the Company and its predecessors
to Little Bay including without limitation the following: (i) loan
dated March 7, 2008 in the original principal amount of $220,000,
(ii) loan dated July 18, 2008 in the original principal amount of
$100,000, and (iii) loan dated Oct. 3, 2008 in the principal
amount of $200,000.  The Little Bay Loan is unsecured.

Beginning March 31, 2011, the amounts owed under the Promissory
Note began to accrue interest at a rate of 9.99%, and the
Promissory Note provides that no payments of principal or interest
are due until the maturity date of Sept. 30, 2012.  The Company is
obligated to pay all accrued interest and make a principal payment
equal to one-third of the principal owed upon the closing of an
equity offering resulting in a specified amount of net proceeds to
the Company.  In addition, Little Bay was granted the right to
convert the principal and interest owed into shares of common
stock of the Company at a conversion price of $4.00 per share.

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at Oct. 31, 2010, showed $2.77 million
in total assets, $2.81 million in total liabilities, and a
stockholders' deficit of $37,846.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


CURTIS NELSON: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Curtis Nelson filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 11-43113) on May 2, 2011, disclosing assets of $4.24 million,
and liabilities of $41.25 million.  He has tapped Thomas G.
Wallrich, Esq., at Hinshaw & Culbertson LLP, as counsel in the
Chapter 11 case.

Jim Hammerand at the Minneapolis St. Paul Business Journal reports
that the Debtor was hospitalized with what police called a mental
health crisis in March.  That followed a $3.8 million judgment
entered against Mr. Nelson for money owed to Edina-based Crown
Bank and the bankruptcy of his automotive marketing company.  The
debt to Crown Bank, which led to a lawsuit accusing Mr. Nelson of
fraud, is among the largest debts Mr. Nelson owes.  He also owes
$7 million to a trust in the name of his grandfather and Carlson
Cos. founder, Curtis L. Carlson, and $3.05 million to JPMorgan
Chase Bank for the mortgage on two Minnetonka properties on the
1500 block of Linner Road.  The Debtor owes $750,000 to parents
Glen and Marilyn Carlson Nelson, and is counting on a tax refund
in that amount to repay them, according to court documents.

According to the Business Journal, the filings list his ownership
of Curtis Co. One LLC, subsidiaries of which include Curt Co.
Investments LLC, CCN and MAN Properties LLC, Curt Co. Customer
LLC, Curt Co. Real Estate LLC, Curt Co. Condos LLC, Curt Co.
Commodities LLC, Moccia Inc., Exponential Fund One LP, Exponential
Funds One LLC and 72.55% of Visible Customer Holdings LLC.


DARRYL EASON: Court Wants Plan Documents Amended
------------------------------------------------
Judge Thomas J. Tucker directed Darryl W. Eason to file an amended
combined plan and disclosure statement to correct flaws identified
by the Court.  The amended plan documents were due no later than
May 3, 2011.  The Debtor filed a Combined Plan and Disclosure
Statement on April 22, 2011.  A copy of the Court's April 27, 2011
Order is available at http://is.gd/LZIPjPfrom Leagle.com.

Darryl W. Eason in Southfield, Michigan, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 10-78286) on Dec. 23, 2010,
represented by Leon A. Gant, Esq. -- lagant2@yahoo.com -- at Gant
& Taylor, P.L.C.  In his petition, the Debtor estimated $100,001
to $500,000 in assets and $1 million to $10 million in debts.


DBSD N.A.: Assets to Create Wireless Broadband Biz, Says Buyer
--------------------------------------------------------------
Peter B. de Selding at Space News reports that Satellite
telecommunications magnate Charlie Ergen, head of Dish Network and
Echostar, said his $1.4 billion purchase of bankrupt satellite-
broadband start-up DBSD North America is not the start of a
broader plan to use DBSD's S-band spectrum to create a
terrestrial-wireless network.  DBSD, Mr. Ergen said, should be
viewed as an asset whose existing S-band satellite and U.S.
operating license are sufficient for Mr. Ergen's Dish Network and
EchoStar companies to create a wireless broadband business,
according to the report.  "This is an acquisition of a company out
of bankruptcy.  We think we can enhance the product for consumers,
but it does not require a build-out terrestrially," the report
quotes Mr. Ergen as saying.  DBSD, the former ICO, has launched a
satellite that covers the whole of the United States.

As reported in the TCR on March 18, 2011, DBSD conducted a two-
week auction which concluded with a winning bid from first-lien
creditor DISH Network Corp.  DBSD increased its offer to $1.49
billion from about $1 billion.  At a hearing March 15, the
bankruptcy judge approved DISH's revised offer as the basis for a
new Chapter 11 plan.  The DISH offer will pay all DBSD creditors
in full while giving $325 million to DBSD's current owner, ICO
Global Communications Holdings Inc.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DIAMOND APEX: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Diamond Apex II, LLC
        7885 Westwind Road
        Las Vegas, NV 89139

Bankruptcy Case No.: 11-16833

Chapter 11 Petition Date: May 3, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.com

Scheduled Assets: $4,251,335

Scheduled Debts: $1,882,687

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-16833.pdf

The petition was signed by Darren C. Petersen of Petersen
Management, LLC, manager.


DIMENSIONS HEALTH: Fitch Affirms Revenue Bonds at 'CC'
------------------------------------------------------
Fitch Ratings takes this action on Dimensions Health Corporation,
MD as part of its continuous surveillance effort:

   -- Approximately $56 million Prince George's County, Maryland,
      project and refunding revenue bonds (Dimensions Health
      Corp.) series 1994, affirmed at 'CC'.

DHC is the operator of two county-owned facilities known as
Dimensions Health System.

RATING RATIONALE:

   -- DHS's financial profile continues to be precarious with
      limited financial flexibility.

   -- After the failure to find a new operator for the system, the
      focus has shifted toward streamlining system operations in
      order to reduce operating losses and increase revenues until
      a long-term solution can be found.

   -- Because of its role as a safety net provider in its service
      area and the provider of essential services, DHS has been
      receiving sufficient financial grants from the State of
      Maryland and Prince George's County to minimally support
      hospital operations and maintain debt service coverage.

Key Rating Driver

A long-term solution, which may include securing a strong, well-
financed partner with the financial ability to fund the system's
need for long overdue capital reinvestment and support system
operations, is essential for DHS's long-term viability.

Failure to continue to receive grant support at historical levels
would result in downward rating pressure.

Security

Debt payments are secured by a pledge of the gross revenues of the
obligated group and a fully funded debt service fund.

Credit Summary:

The affirmation of the 'CC' rating reflects the ongoing financial
support of the state of Maryland (state general obligations rated
'AAA'; with a Stable Outlook by Fitch) and Prince George's County
(County, rated 'AAA'; with a Negative Outlook).

Dimensions Healthcare System's (DHS) Prince George's Hospital
Center serves as one of two safety net hospitals in Prince
George's County, which together with other system inpatient and
outpatient facilities provides for the essential health care needs
of the underinsured and indigent population of the service area.
The system has a history of extremely weak financial performance
that is consistently below Fitch's investment grade medians. DHS's
audited financial statements have been receiving 'going concern'
opinions for the past six years, which continued into the fiscal
year ending June 30, 2010.

Fitch believes that the essentiality of DHS's role as the safety
net provider with a demonstrated track record of support by both
the state and the county to help the system meet its operating
needs, albeit at minimal levels, and debt service payments, will
continue to be provided in the near term. The state and county
commitment to provide $30 million ($15 million each) of ongoing
support for the current fiscal year was affirmed in a Letter of
Intent dated Sept. 7, 2010 and management anticipates that a
similar level of support will be provided in the following fiscal
year as well.

However, due to a change in county government leadership the
county support has been delayed, resulting in a deterioration in
operating income for the nine-month interim period ended March 31,
2011. DHS's management expressed their confidence that the
remainder of the county expected grant funding will be
appropriated. At fiscal year end June 2010 the system lost $2.1
million from operations (negative 0.6% operating margin) compared
to an operating loss of $1.4 million (negative 0.4% operating
margin) in 2009. For the nine-month interim period ended March 31,
2011, operating loss was reported at $9.1 million for a negative
operating margin of 2.6% versus the same period prior year
operating loss of $1.7 million. However, the deterioration is to a
significant degree attributable to the delays in state and county
grant funding. For the 2011 interim period, DHS received grant
revenues of $9.8 million as compared to the similar period last
year of $17.6 million.

As of August 2010, DHS has a new president and CEO, who has both
banking and public administration experience. He also served as
the chairperson of the Prince George's County Hospital Authority
(the authority), created in 2008 with a mandate to implement a
process of transferring the ownership of the hospital facilities
away from the county and to provide enhanced community-oriented
hospital services to the residents of Prince George's County.
Unable to find an operator willing to take over the system in its
current configuration, the final recommendation of the authority
was to focus DHS on reorganizing its assets into a more
horizontally integrated system in order to improve its operations
and reduce operating losses. As part of the new strategic
initiatives, DHS will transfer some of its underutilized long-term
beds at its Gladys Spellman Specialty Hospital and Nursing Center
to use as chronic care beds at one of its acute care facilities,
expand its services related to trauma and post-trauma care given
the large volume of trauma cases handled by the system, and focus
physician recruitment on areas more narrowly targeted to the
medical needs of its population base. DHS's operational
improvement initiatives are expected to yield $22 million of
benefits by fiscal 2012. The authority also recommended that both
the state and county keep their commitment to provide $150 million
over the 2010 through 2015 period in support of DHS's operations
and $24 million for its more immediate capital needs, which had
been part of the incentives offered to potential new operators.
Management has a target to have a positive net income before
grants within three years.

Coverage of maximum annual debt service (MADS) was an adequate 1.7
times (x) in fiscal 2010 and DHS's debt burden is relatively
manageable with MADS representing a moderate 2.1% of revenues,
comparable to the non-investment category medians of 2.0x and
2.9%, respectively. Liquidity continues to be extremely weak, days
cash on hand (DCOH) were at 21.5 days at fiscal 2010 year-end and
16.2 days for the interim period, reflecting the lag in the
receipt of the grant funding. The cushion ratio of 2x and cash to
debt of 24.8% are all below non-investment grade medians. The
inability to sufficiently fund capital needs is reflected in the
high age of plant of 20 years. While DHS froze its defined benefit
pension plan in 2007, it continues to struggle with its unfunded
pension liabilities, which were $100.5 million at end of fiscal
2010. Of additional concern is the proposed new Washington
Adventist Hospital in White Oak, which would be a significant
threat to DHS's Laurel Regional Hospital facility.

Dimensions Health System had $367 million in total revenues for
fiscal 2010. The system posts annual and interim financial
statements on the www.dimensionshealth.com website, but does not
provide management analysis and commentary.


DISH DBS: Fitch Rates Senior Unsecured Notes 'BB-'; Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to DISH DBS
Corporation's (DDBS) proposed $1 billion offering of senior
unsecured notes. DDBS is a wholly owned subsidiary of DISH Network
Corporation (DISH, Fitch Issuer Default Rating of 'BB-'). Proceeds
from the offering are expected to be used for general corporate
purposes. DISH had approximately $6.5 billion of debt outstanding
as of March 31, 2011.

The offering is neutral to DISH's credit profile and strengthens
the company's financial flexibility as it addresses unusually high
cash requirements anticipated during 2011. Fitch estimates the
cash requirements will total over $3.5 billion during 2011
including:

   -- $1 billion of debt maturities;

   -- $1.4 billion related to DISH's pending acquisition of DBSD
      North America, Inc. (DBSD NA);

   -- $1 billion associated with the company's agreement to
      purchase certain claims against DBSD NA, including its 7.5%
      convertible senior secured notes due 2009;

   -- $226 million connected with the Blockbuster, Inc.
      acquisition; and

   -- $290 million representing the initial cash payment to TIVO,
      Inc. (TIVO) in accordance with the terms of the settlement
      reached between DISH and TIVO.

Offsetting these cash requirements is the company's sizable cash
and marketable securities position, Fitch's expectation that the
company will continue generating material levels of free cash flow
(FCF, defined as cash from operations less capital expenditures
and dividends), and nominal scheduled maturities over the
intermediate term. As of March 31, 2011, DISH had a total of
approximately $3.4 billion of cash and marketable securities
(current portion). The current cash and marketable securities
balance is more than sufficient to address approximately $1.5
billion of maturities scheduled through 2013, including
approximately $1 billion in 2011.

Fitch believes the settlement DISH reached with TIVO is positive
as it provides further clarity to DISH's liquidity position and
strategic direction. The terms of the settlement call for DISH to
pay TIVO $500 million including $300 million initially and $200
million in equal annual payments between 2012 and 2017.
Additionally all pending litigation between the companies will be
dismissed.

Overall, Fitch's ratings reflect the operating leverage derived
from DISH's size and scale as the third largest multi-channel
video programming distributor in the U.S., and Fitch's expectation
for continued free cash flow generation (FCF defined as cash from
operations less capital expenditures and dividends). Fitch
believes the company's overall credit profile is relatively strong
within the current rating category considering the business risks
attributable to DISH's operations and expected credit protection
metrics. However, the absence of a clear capital structure and
investment strategy limits DISH's ratings. In Fitch's view,
however, there is sufficient flexibility within the current
ratings to accommodate operational inconsistencies, and for the
company to adopt a more aggressive financial policy regarding the
return of capital to shareholders or pursue acquisitions and
strategic investments.

Following the generation of approximately $1 billion of FCF during
2010, DISH's FCF amounted to $611.3 during the first quarter of
2011. Fitch expects capital intensity will be relatively
consistent over the near term and that capital expenditures will
continue to focus on subscriber retention and capitalized
subscriber premises equipment. Fitch anticipates that DISH will
continue generating relatively stable levels of free cash flow
during the current ratings horizon while incorporating higher
levels of cash taxes.

Rating concerns center on the evolving competitive landscape,
DISH's lack of revenue and service diversity and revenue growth
prospects relative to its competition. The ratings also
incorporate Fitch's belief that DISH's satellite based
infrastructure can put the company at a competitive disadvantage,
relative to the cable MSO and telephone company's respective
technology and network positions, as video content is expected to
be increasingly consumed over alternative platforms and devices
and higher-speed broadband networks.

DISH's low-cost provider strategy is increasingly difficult to
defend as all the service providers have become more aggressive
with pricing and service promotion discounts. In addition DISH's
branding strategy tends to result in a less valuable subscriber
base (from a lifetime revenue and EBITDA perspective) and a
subscriber base that is more vulnerable to economic conditions.

The Stable Rating Outlook recognizes the operational rebound DISH
has experienced during 2010. From Fitch's view, DISH's operating
profile and competitive position continues to lag behind its peer
group. However, strong ARPU growth has offset inconsistent
subscriber additions trends and higher churn metrics leading to an
acceleration of revenue growth.

Additionally better operating efficiencies resulting in reduced
operating costs related to customer service along with the
operating leverage inherit in DISH's operating model have
contributed to strong EBITDA generation and margin expansion.
These factors combined have produced a relatively stable credit
profile. Fitch believes that the operating trends are sustainable
over the ratings horizon and that the current ratings have the
capacity to accommodate operational inconsistency that can be
expected given the company's weak competitive position.

On a consolidated basis, total debt as of March 31, 2011 was
approximately $6.5 billion, relatively unchanged when compared
with debt outstanding as of year-end 2010. Reflecting DISH's
stabilizing operational profile, DISH's leverage has declined from
2.41 times (x) as of year-end 2009 to 2.06x as of the LTM period
ending March 31, 2011. Total debt outstanding during 2011 is
expected to remain relatively consistent with year end 2010 debt
level of approximately $6.5 billion as a $1.0 billion scheduled
maturity is expected to be refinanced. Fitch assumes that a stable
operating profile during 2011 will lead to nominal improvement in
DISH's overall credit profile, and anticipates that DISH's
leverage will approach 2.0x as of year end 2011 before trending
below 2.0x as of year end 2012.


DISH DBS: S&P Rates $1.75Bln. Sr. Unsecured Notes 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to DISH DBS Corp.'s proposed $1.75
billion of senior unsecured notes.

"The '3' recovery rating indicates our expectation for meaningful
(50%-70%) recovery in the event of a payment default. DISH DBS
Corp. is the main subsidiary of Englewood, Colo.-based satellite
TV provider DISH Network Corp.  The company intends to use the
proceeds for general corporate purposes. We note that DISH
recently purchased Blockbuster for $226 million, it has committed
to acquire 100% of the equity of DBSD North America for $1.4
billion, and its $1 billion of 6 3/8% senior notes mature on
Oct. 1, 2011," S&P related.

"Our other ratings on DISH remain unchanged," S&P noted.

Standard & Poor's also said there is no immediate impact on its
'BB-' corporate credit rating on DISH from the announcement that
DISH, EchoStar, and Tivo Inc. have settled all their ongoing
patent litigation. Under terms of the settlement, DISH will make a
total payment of $500 million, including $300 million upfront and
$200 million over the next six years. "We view the settlement as a
positive credit event and one that removes a sizable downside risk
from our credit ratings. Still, the ratings are constrained by the
lack of clearly articulated strategic and financial policies,
particularly with regard to recent acquisitions and investments
outside of the core video business," S&P stated.

Ratings List

DISH Network Corp.
Corporate Credit Rating             BB-/Stable/--

New Ratings

DISH DBS Corp.
Senior Unsecured
  Proposed $1.75 bil notes           BB-
   Recovery Rating                   3


DOMINION CLUB: Parties to Mediate Before Judge Santoro
------------------------------------------------------
Michael Schwartz, writing for the Richmond BizSense, reports that
the Dominion Club, its creditors and members, and the local
developer that owns the club were ordered by the federal
bankruptcy court to have a judge try to engage in a mediation
session over the future of the local golf and country club.

According to the report, Dominion Club LC and its landlord Loch
Levan Land, both of which are tied to local developer HHHunt,
filed the motion to seek mediation.  The creditors committee, made
up of seven current and former members of the Western Henrico
club, agreed.

The mediation could take place in the next few weeks, the report
says.

The move came after the sides got together last week to try and
resolve the conflict, which centers on who should pay for millions
of dollars in refundable initiation deposits owed to members and
how ownership of the club will be structured in the future.

Now Frank Santoro, a Hampton Roads-based federal judge famous for
presiding over Michael Vick's high profile bankruptcy, has been
appointed to try to find a solution, says the report.

                      About The Dominion Club

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


DRYSHIPS INC: Closes $500MM of 9.5% Senior Unsec. Notes Offering
----------------------------------------------------------------
DryShips Inc. announced the closing of the sale of $500 million
aggregate principal amount of 9.5% Senior Unsecured Bonds Due 2016
offered by its majority-owned subsidiary Ocean Rig UDW Inc. in a
private placement made to Norwegian professional investors and
eligible counterparties as defined in the Norwegian Securities
Trading Regulation 10-2 to 10-4, to non-United States persons in
offshore transactions in reliance on Regulation S under the
Securities Act of 1933, as amended and in a concurrent private
placement in the United States only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act.

The proceeds of the offering are expected to be used to finance
Ocean Rig's newbuilding drillships program and general corporate
purposes.

The Bonds have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

In the European Economic Area, with respect to any Member State
that has implemented Directive 2003/71/EC the information in
respect of the Bond offering is only addressed to and is only
directed at qualified investors in that Member State within the
meaning of the Prospectus Directive.

                        About DryShips Inc.

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

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

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

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

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.


DRYSHIPS INC: Ocean Rig Signs Restructuring for $1.1-Bil. Loan
--------------------------------------------------------------
DryShips Inc. announced the signing, by its majority-owned
subsidiary Ocean Rig UDW Inc., of the previously announced
restructuring of its $1.1 billion Secured Term Loan Facility led
by Deutsche Bank.  The main terms of the restructuring are:

   -- The maximum amount permitted to be drawn is reduced from
      $562.5 million to $495 million under each facility

   -- In addition to the Dryships Guarantee, Ocean Rig UDW Inc.,
      will provide an unlimited recourse guarantee and will be
      subject to certain financial covenants that will apply
      quarterly

   -- Full draw downs (up to a total of $495 million) will be
      permitted for the Ocean Rig Poseidon based upon the
      employment of the drillship under its drilling contract with
      Petrobras, and cash collateral deposited for this vessel
      will be released

   -- For the Ocean Rig Mykonos, the Company will have up to one
      month prior to delivery (scheduled for September 2011) to
      execute an acceptable drilling contract in order to draw
      down the loan

Ocean Rig exercised two newbuilding options to construct Ultra
Deepwater Drillships at Samsung Heavy Industries.  Earlier
deliveries than previously scheduled were secured for July and
October 2013.  The specification of both the drillships has been
further upgraded to 7th generation from the already high
specification of the existing series of four, including:

   * capability to drill in 12,000 feet of water depth
   * a seven ram BOP
   * a dual mud system
   * enhanced riser handling and storage system
   * ballast water treatment system.

George Economou, Chairman and CEO commented:

"Today marks the start of a new phase for Ocean Rig UDW.  For the
last two years we have been working towards this landmark where
the original newbuilding program is now fully funded from the
proceeds of the Nordea loan and the restructured facility for the
Ocean Rig Poseidon.  In addition we have successfully concluded a
$500 million unsecured bond and still have the Ocean Rig Mykonos
facility that can be drawn subject to a suitable charter.  The
demand for ultra deepwater drilling services is strong and we see
substantial growth in the near term from across the globe.  We are
confident of substantially increasing our backlog in the near
future.  To service this growing demand we have exercised the
first two of the newbuilding options we had secured in November
last year.  The significantly enhanced specification and early
delivery positions should prove to be attractive to our customers.

Ocean Rig is positioned as the largest single pure play in the
ultra deepwater drilling space and continues to deliver on its
strategy to build a credible and competitive pure play in this
space.  We are working towards listing the Company on an
international exchange and expect to have this done in the next
couple of months."

                        About DryShips Inc.

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

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

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

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

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.

The restated statement of operations reflects a net loss of
US$12.03 million on US$819.83 million of revenue for the year
ended Dec. 31, 2009, compared with a net loss of US$25.20 million
on US$819.83 million of revenue as originally reported.

The Company's restated balance sheet at Dec. 31, 2009 showed
US$5.80 billion in total assets, US$2.99 billion in total
liabilities and US$2.81 billion in total stockholders' equity,
compared with US$5.79 billion in total assets, US$2.99 billion in
total liabilities and US$2.80 billion in total stockholders'
equity.


EMBE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Embe Contracting, Inc.
        P.O. Box 789
        Florence, MT 59833

Bankruptcy Case No.: 11-60875

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Edward A. Murphy, Esq.
                  MURPHY LAW OFFICES, PLLC
                  P.O. Box 2639
                  Missoula, MT 59806
                  Tel: (406) 728-2671
                  E-mail: rusty@murphylawoffices.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mtb11-60875.pdf

The petition was signed by Angela Brosious, vice-president.


ENEA SQUARE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Enea Square Partners, LP
        1450 Enea Circle, Suite 400
        Concord, CA 94520

Bankruptcy Case No.: 11-44888

Chapter 11 Petition Date: May 4, 2011

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

Judge: Roger L. Efremsky

Debtor's Counsel: Chris D. Kuhner, Esq.
                  KORNFIELD, NYBERG, BENDES AND KUHNER
                  1970 Broadway, #225
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  E-mail: c.kuhner@kornfieldlaw.com

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

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

The petition was signed by Joan Enea-Lopez, managing member of
Enea-Makepeace LLC, managing general partner of debtor.

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
NUCP Fund I, LLC                   --                  $19,500,000
c/o Robert Kidd
1999 Harrison Street, 25th Floor
Oakland, CA 94612

Carlo Zocchi                       --                     $500,000
Bay Area Investors
4080 Port Chicago Highway
Concord, CA 94520

Presido Bank
1 Montgomery Street, Suite 2300    --                     $222,000
San Francisco, CA 94104

Art Bruno                          --                      $50,000

Cornish & Carey Commercial Real    --                      $44,043
Estate

Card Member Services               --                      $27,488

Fertado Heating & Air              --                       $9,596

Robert L. Marek & Company          --                       $5,293

A Quality Heating & Air, Inc.      --                       $3,295

Air Systems, Inc.                  --                       $2,625

NUCP Fund I, LLC                   --                      unknown


EPICEPT CORP: Former E&Y Partner Named to Board of Directors
------------------------------------------------------------
EpiCept Corporation announced the appointment of Keith L.
Brownlie, former partner of Ernst & Young LLP, to its Board of
Directors.

During his 36 year career with Ernst & Young LLP, Mr. Brownlie
served as audit partner for numerous public companies and was the
Life Sciences Industry Leader for the New York Metro Area.  While
at Ernst & Young LLP, Mr. Brownlie was involved with public
offerings, debt financings, secondary offerings and M&A
transactions.  Mr. Brownlie also co-founded the New Jersey
Entrepreneur of the Year Program and was co-chair of the
BIONJ/PABIO Annual Symposium.

"We are delighted that Mr. Brownlie has decided to join our Board
of Directors," stated Robert Savage, Chairman of the Board of
Directors.  "It is a tremendous opportunity to bring someone with
Keith's wealth of financial expertise and experience in the life
science industry to the EpiCept Board."

Upon joining the Board, Mr. Brownlie will receive an annual
retainer of $25,000 and an initial stock option grant to purchase
55,000 shares of the Company's common stock.

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.69 million
in total assets, $18.82 million in total liabilities and $14.13
million in total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, noted that the
Company's recurring losses from operations and stockholders'
deficit raise substantial doubt about its ability to continue as a
going concern.


EPICOR SOFTWARE: S&P Rates Corp. Credit 'B'; Outlook is Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
corporate credit rating to the newly combined midmarket ERP
solutions providers Epicor Software Corp. and Activant Solutions
Inc. (B/Stable/--). The combined company will retain the
name Epicor Software Corp. The outlook is negative.

"Additionally, we assigned a preliminary 'B+' issue-level and a
preliminary '2' recovery rating to the company's proposed $945
million senior secured credit facilities, consisting of a $75
million revolver due 2016 and a $870 million term loan B due 2017.
The preliminary '2' recovery rating indicates our expectation of
substantial (70-90%) recovery in the event of a payment default,"
S&P stated.

"We are also assigning a preliminary 'CCC+' issue-level rating and
a preliminary '6' recovery rating to the company's proposed $465
million senior unsecured notes due 2019. The preliminary '6'
recovery rating indicates our expectation of negligible (0%-10%)
recovery in the event of a payment default," S&P noted.

The company intends to use the proceeds, along with a an equity
contribution from Apax Partners and cash on hand at both Irvine,
Calif.-based Epicor and Livermore, Calif.-based Activant
Solutions, to fund the purchase of the two companies by Apax
Partners.

"The preliminary ratings on the newly combined Epicor Software
Corp. Inc. reflect our view that its proposed combination with
Activant Solutions will create a leadership position in the market
for midtier ERP solutions, but that operating lease-adjusted
leverage will be very high--at about 7x--at inception," said
Standard & Poor's credit analyst Jennifer Pepper. "The combined
company's business profile will remain focused on the
manufacturing, retail, distribution, and services verticals and we
expect that a significant amount of recurring revenue should lead
to relatively consistent profitability and cash flows."

The outlook is negative and reflects leverage that is initially
high for the rating, as well as integration risk inherent with the
merger. "Given our expectations for modest revenue growth, the
combined company will need to demonstrate successful integration
of the two operations, with consolidated EBITDA margins in the 25%
area, to bring adjusted leverage closer to the mid-6x area and
achieve a stable outlook," said Ms. Pepper.


ESTATE FINANCIAL: Trustee Sues Bryan Cave $100-Mil for Malpractice
------------------------------------------------------------------
The bankruptcy trustee for Estate Financial Inc. filed a
malpractice suit last Thursday in California against Bryan Cave
LLP for allegedly encouraging the lender to continue a criminal
fraud that cost investors $100 million.

Karen Velie and Lisa Rizzo at Cal Coast News reports that a
bankruptcy trustee claims that Estate Financial Inc.'s former
attorney and her employing firm, Bryan Cave LLP, turned a blind
eye to the Company's business practices that led to the swindling
of more than $100 million from more than 1,500 San Luis Obispo
County investors.

According to the suit, despite knowledge that EFI's business
practices and securities offerings violated state and federal
laws, Bryan Cave and restructuring ace Katherine Windler, counsel
at the firm, advised the company to operate normally, turning a
blind eye to a rampant fraud that in 2009 led to long prison
sentences for EFI's principals, Bankruptcy Law360 relates.

According to Cal Coast, the complaint claims Bryan Cave LLP, an
internationally renowned law firm with 1,000 plus lawyers, and one
of its attorneys, Katherine Windler, discovered in 2006 that EFI
was breaking "countless real estate, securities and corporate
laws, rules and regulations" but failed to advise her client to
conform to California and federal laws in an attempt to garner
huge legal fees.

The Cal Coast report says the bankruptcy trustee alleges that
despite being retained to advise and help the Paso Robles company
address its "legal deficiencies," Ms. Windler informed EFI
principals Karen Guth and her son Josh Yaguda that they were not
in compliance with security laws but they should continue to do
"business as usual," allowing for the theft of more than $100
million from investors before the pair was arrested for running a
Ponzi scheme.  The advice "led directly to the destruction of
EFI/EFMF's [Estate Financial Mortgage Fund LLC] business, and to
the incarceration of EFI's officers and directors, all principally
because they reasonably and justifiably relied on the advice," the
complaint says.

On Dec. 7, 2009, San Luis Obispo County Superior Court Judge
Jac Crawford sentenced Guth to 12 years in prison and Yaguda to
eight years after they plead guilty to 26 felony counts including
fraudulently selling securities without the proper licenses,
lying to investors and stealing or destroying property worth
$3.2 million.

Emails, documents, and exhibits in the more than 600-page suit
filed by chapter 11 bankruptcy trustee Thomas P. Jeremiassen and
reviewed by CalCoastNews, appear to support the trustee's
allegations that claim both the case attorney and the law firm
were aware of Guth and Yaguda's illegal activities, and provided
advice that amounted to legal malpractice, according to the
report.

Mr. Jeremiassen claims the defendants breached their fiduciary
duty and aided and abetted the EFI felons in their illegal acts.
The claim is based on the allegation that the law firm was
knowledgeable of EFIs crimes as evidenced by a November 2006
internal email from John Amberg, senior partner with Bryan Cave,
LLP, to Santa Monica based Ms. Windler.

                      About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.


FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded Fidelity National Financial, Inc.'s
(FNF) Issuer Default Rating (IDR) to 'BB+' from 'BB-'. Fitch has
also upgraded the senior debt ratings of FNF to 'BB' from 'B+'. In
addition, the Insurer Financial Strength (IFS) ratings of FNF's
title insurance subsidiaries were upgraded to 'BBB' from 'BBB-'.
The Rating Outlook for all ratings is Stable.

The upgrade of FNF's ratings is primarily driven by the
underwriter's improved capital position which was greatly weakened
previously from several events including the acquisition of
operating subsidiaries from LandAmerica Financial Group and the
redomestication of operating subsidiaries to Nebraska, which
allowed larger dividends from operating companies. At year-end
2010, FNF's risk adjusted capital (RAC) score was 108%. This
change represents 12 and 35 percentage point improvement over
year-end 2009 and 2008 respectively. Similarly, non-risk adjusted
capital ratios, such as net written premium to surplus, improved
at year end 2010 to 4.0 times (x) from 4.7x in 2009.

Despite the period-to-period improvement, Fitch believes that FNF
maintains an aggressive capital management strategy. In
particular, management prefers to keep capital at the holding
company rather than the operating company level thereby increasing
operating company leverage. This risk coupled with the current
operating environment for the U.S. title insurance market is a
limiting factor of moving FNF into the 'A' IFS rating category.

Incorporated into Fitch's current ratings is FNF's dominant
position in the title insurance market accounting for
approximately 37% of the U.S. title insurance market. This scale
coupled with an aggressive cost management focus has allowed FNF
to be one of the most profitable title insurance companies. As of
year-end 2010, FNF reported a GAAP combined ratio of 93.2%, the
best of the five publicly traded U.S. title insurance companies.

The Stable Rating Outlook on the IFS ratings reflects FNF's
operating advantage relative to peers in light of continued
challenges faced by the title insurance industry. Specifically,
mortgage originations are forecast to fall during 2011, placing
added pressure on title insurance margins. The Stable Outlook also
acknowledges FNF's successful integration of the former
LandAmerica Financial Group underwriters during an extraordinarily
difficult operating environment.

The two notch upgrade in holding company IDR and debt ratings is
comprised of two separate components. First, one notch is from the
one notch IFS upgrade. The second component that accounts for one
notch, is notching that is consistent with the current holding
company IDR levels.

FNF's debt-to-tangible capital ratio was 34.4% at year-end 2010
consistent with last year's ratio of 33.3%. The slight increase
year-over-year was attributable in part to the $300 million 6.6%
2017 debt that was issued last year to pay down part of the
borrowings under the credit agreement. Interest coverage was good
at 8.0x for full year 2010 and similar to full year 2009's
interest coverage of 9.3x.

Within Fitch's rating rationale are multiple key rating drivers.
If FNF were to materially deviate from any of these items,
especially for an extended period, the ratings could be affected
either positively or negatively.

The key rating drivers that could lead to an upgrade are:

   -- Change in operating strategy to focus capital at a more
      stable investment grade level.

   -- An increase in RAC and traditional capital metrics while
      maintaining risk profile.

   -- Sustained calendar and accident year profitability.

The key rating drivers that could lead to a downgrade are:

   -- An absolute RAC score below 100% or deterioration in
      capitalization profile that would lead to a material weaker
      balance sheet.

   -- An increase in tangible financial leverage above 40%.

   -- Deterioration in earnings, primarily measured by pretax GAAP
      margins, at a pace greater than peer averages.

   -- Sustained adverse reserve development.

Fitch has upgraded these ratings with a Stable Outlook:

Fidelity National Financial, Inc.

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

   -- $250 million 7.3% senior note maturing Aug. 15, 2011 to 'BB'
      from 'B+';

   -- $250 million 5.25% senior note maturing March 15, 2013 to
      'BB' from 'B+';

   -- $300 million 6.6% senior note maturing May 15, 2017 to 'BB'
      from 'B+';

   -- Unsecured bank line of credit to 'BB' from 'B+'.

Fidelity National Title Ins. Co.
Alamo Title Insurance Co. of TX
Chicago Title Ins. Co.
Commonwealth Land Title Insurance Co.

   -- IFS ratings to 'BBB' from 'BBB-'

Fitch has withdrawn these IFS ratings due to internal mergers:

Nations Title Insurance of NY
Ticor Title Ins. Co. of FL
LandAmerica NJ Title Insurance Co.


FERRO CORP: S&P Raises to CCR to 'BB' on Improved Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ferro Corp. to 'BB' from 'BB-'. The outlook is stable.
Standard & Poor's also raised the issue-level ratings on Ferro's
senior unsecured debt to 'B+' from 'B'. The '6' recovery rating,
which remains unchanged, reflects Standard & Poor's expectation
for negligible (0% to 10%) recovery in the event of a payment
default.

"The ratings upgrade reflects improvements to the company's
financial profile and incorporates our expectation that the
company is likely to maintain its financial policy and operating
performance at a level that is consistent with the 'BB' rating,"
said Standard & Poor's credit analyst Liley Mehta.

The Cleveland-based company produces electronic materials, ceramic
glaze, inorganic pigments and colorants, polymer additives, and
specialty plastics, for use primarily in construction,
electronics, appliances, automotive, household furnishings, and
other endmarkets. The company's operating performance improved
substantially in 2010 from very weak results in 2009 as a result
of demand recovery and the benefits of ongoing restructuring
actions.

The company's business position benefits from a diverse portfolio
of performance materials and chemicals (generating revenues of
about $2.2 billion), geographic and customer diversification, and
an improved cost structure. Offsetting factors include
vulnerability to raw material cost fluctuations, significant
exposure to residential and commercial construction and
electronics endmarkets, and the discretionary nature of many
products, which renders their demand highly sensitive to extended
cyclical downturns.

Ferro operates in six business segments: electronic materials,
color and glass performance materials (which include high-quality
glazes, enamels, pigments, dinnerware decoration colors),
performance coatings (which include tile coatings and porcelain
enamel for appliances and cookware), polymer additives, specialty
plastics, and pharmaceuticals. Within the electronic materials
segment, Ferro is a worldwide leader in conductive pastes for
solar cells.

Over the past few years, the management team has successfully
realigned the product portfolio to focus on higher-margin, higher-
growth products and invested in higher-demand markets such as
Asia, the Middle East, and Africa. The lower cost structure,
combined with meaningfully higher volumes, should sustain improved
operating margins unless economic conditions unexpectedly
deteriorate.


FINLEY TERRACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Finley Terrace Group, LP
        aka Donna Lynn Apartments
        P.O. Box 505
        Harleysville, PA 19438

Bankruptcy Case No.: 11-42644

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

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-42644.pdf

The petition was signed by Tiejun Shan, managing member of general
partner.


FIRST FEDERAL: Posts $1.5 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $1.5 million on
$4.4 million on net interest income for the three months ended
March 31, 2011, compared with net income of $905,000 on
$5.6 million of net interest income for the same period of 2010.

Non-interest income totaled $1.7 million for the first three
months of 2011, compared with $1.8 million for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$577.7 million in total assets, $542.9 million in total
liabilities, and stockholders' equity of $34.8 million.

As reported in the TCR on March 22, 2011, BKD, LLP, in Little
Rock, Arkansas, expressed substantial doubt about First Federal
Bancshares of Arkansas' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.

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

                       http://is.gd/om7p89

            About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ: FFBH) --
http://www.ffbh.com/-- is a unitary holding company that owns all
of the stock of First Federal Bank.  The Bank provides a broad
line of financial products to individuals and small- to medium-
sized businesses.  First Federal Bank, founded in 1934, currently
conducts business from 18 full-service branch locations, one
stand-alone loan production office, and 29 ATMs located in
Northwest Arkansas.

The Company recorded a net loss of $4.0 million in 2010, primarily
due to the level of nonperforming assets, the provision for loan
losses of $7.0 million, real estate owned expenses of
$5.3 million, and FDIC insurance premiums of $1.9 million.  The
Company recorded a net loss of $45.5 million in 2009.


FIRST FEDERAL: Closes $46.3 Million Investment From Bear State
--------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., announced Tuesday the
closing of the planned $46.3 million investment in the Company by
Bear State Financial Holdings, LLC, a private equity invest group.
In the transaction, Bear State received 15,425,262 shares of the
Company's common stock and a warrant to purchase two million
additional shares of the Company's common stock.  Bear State also
purchased all 16,500 shares of the Company's preferred stock
previously issued to the United States Department of the Treasury
under the TARP Capital Purchase Program and the related warrant
for total cash consideration of $6 million.  At the closing, Bear
State tendered these shares and the related warrant to the Company
for cancellation and received a $6 million credit toward the
purchase price of the Company's common stock.

As part of the transaction, the Company effected a 1-for-5 reverse
stock split of all outstanding shares of its common stock.  This
reverse stock split will be reflected in the trading price for the
Company's shares of common stock on NASDAQ effective upon the
opening of trading on May 4, 2011.

As a condition to Bear State's investment, the Company will
commence a rights offering on or around May 12, 2011, to eligible
stockholders as of the record date of March 23, 2011.  The rights
offering will allow these stockholders to purchase up to
approximately $8.7 million of the Company's common stock at $3.00
per share, which is the same price paid by Bear State.  Bear State
has agreed to purchase any unsubscribed shares in the rights
offering.

Upon the closing of the investment, several new members to the
Board of Directors of the Company and First Federal Bank were
appointed.  Rick Massey will serve as the Chairman.  Additional
new Board appointees are Scott Ford (a partner at Westrock Capital
Partners),  Aaron Clark (The Stephens Group), and Dabbs Cavin, who
is joining the Company and the Bank effective May 3, 2011, as
President of each.  John Paul Hammerschmidt, Larry Brandt, and
Frank Conner will continue to serve as Board members.  Mr.
Hammerschmidt will serve as Chairman Emeritus.

Additionally, the senior management team of the Company will be
supplemented by Christopher "Chris" Wewers, who will become
Executive Vice President - Chief Operating Officer, and J. Russell
"Rusty" Guerra, who will become Executive Vice President - Chief
Lending Officer.  Larry Brandt remains Chief Executive Officer,
Tommy Richardson will assume the role of Executive Vice President
and Chief Administrative Officer, and Sherri Billings will remain
Chief Financial Officer.

Members of the Arkansas-based Westrock Capital Partners, LLC, led
the transaction, and Rick Massey, a partner in Westrock Capital
Partners, serves as Chairman of Bear State.

            About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ: FFBH) --
http://www.ffbh.com/-- is a unitary holding company that owns all
of the stock of First Federal Bank.  The Bank provides a broad
line of financial products to individuals and small- to medium-
sized businesses.  First Federal Bank, founded in 1934, currently
conducts business from 18 full-service branch locations, one
stand-alone loan production office, and 29 ATMs located in
Northwest Arkansas.

The Company's balance sheet at March 31, 2011, showed
$577.7 million in total assets, $542.9 million in total
liabilities, and stockholders' equity of $34.8 million.

The Company recorded a net loss of $4.0 million in 2010, primarily
due to the level of nonperforming assets, the provision for loan
losses of $7.0 million, real estate owned expenses of
$5.3 million, and FDIC insurance premiums of $1.9 million.  The
Company recorded a net loss of $45.5 million in 2009.

As reported in the TCR on March 22, 2011, BKD, LLP, in Little
Rock, Arkansas, expressed substantial doubt about First Federal
Bancshares of Arkansas' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.


FIRST FEDERAL: Stockholders OK All Proposals at Annual Meeting
--------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., announced the results
of its April 29, 2011 special meeting of stockholders.  The
Company's stockholders approved all of the proposals put forward
in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on March 30, 2011, including
the proposals required to implement the Company's recapitalization
plan.

The matters approved by the Company's stockholders are:

     * The amendment of the Articles of Incorporation, as amended,
       to effect a 1-for-5 reverse stock split of all outstanding
       shares of the Company's common stock;

     * The issuance of more than 20% of the Company's post-reverse
       split outstanding common stock in accordance with the terms
       of the Investment Agreement dated Jan. 27, 2011, as
       amended, by and among the Company, First Federal Bank, and
       Bear State Financial Holdings, LLC; and

     * The adoption of the First Federal Bancshares of Arkansas,
       Inc. 2011 Omnibus Incentive Plan.

Larry J. Brandt, CEO of the Company said, "We appreciate the
confidence and strong support of our many stockholders on all of
the proposals associated with our recapitalization plan.  With
these approvals in place, we are now positioned to implement the
remaining steps in our recapitalization plan."

The Company anticipates the initial closing of the transactions
contemplated by the Investment Agreement will occur in May 2011.

             About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) --
http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company reported a net loss of $4.03 million on $29.82 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $45.49 million on $36.04 million in
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$600.04 million in total assets, $563.92 million in total
liabilities and $36.12 million in total stockholders' equity.

BKD, LLP expressed substantial doubt about the bank holding
company's ability to continue as a going concern.  The accounting
firm noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.


FIRST SECURITY: Ralph Mathews Resigns from Board of Directors
-------------------------------------------------------------
Director Ralph E. Mathews, Jr., resigned from the Board of First
Security, effective April 27, 2011.  Mr. Mathews indicated that he
wanted to devote more time to his family and businesses.
Mr. Mathews's letter does not indicate any disagreements with
First Security's operations, policies or practices.

The Board thanks Mr. Mathews for his service to the Company.

The Board has elected Director Carol H. Jackson as lead
independent director.  Ms. Jackson has over 20 years of service on
bank boards, and has been a director of First Security since 2002.

No successor to Mr. Mathews has been elected at this time,
although First Security currently anticipates filling the vacancy
on the Board of Directors caused by Mr. Mathews's resignation in
the future.  The Company's Compensation and Nominating Committee
will be conducting a search for a nominee to fill this vacancy.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

The Company reported a net loss of $44.34 million on $54.91
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $33.45 million on $64.00 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.16 billion
in total assets, $1.07 billion in total liabilities and $93.37
million in total stockholders' equity.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FORUM HEALTH: Has Plan with Up to 5.36% for Unsecured Creditors
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Forum Health will seek approval on May 10 with the U.S. Bankruptcy
Court in Youngstown, Ohio, of the disclosure statement explaining
its liquidating Chapter 11 plan.  The revised disclosure statement
tells unsecured creditors with $152 million to $167 million in
claims how they should recover 4.88% to 5.36%.  The Pension
Benefit Guaranty Corp., with a claim of as much as $140 million,
will have the same recovery.  Patients with medical malpractice
claims will recover in full if there is insurance coverage.  If
there isn't, they will receive the same 4.88% to 5.36%.  Secured
bonds were paid in full from the sale of the hospital operation.

                       About Forum Health

Forum Health ran a hospital business with the Trumball Memorial
Hospital and Hillside Rehabilitation Hospital in Warren, Ohio, and
Northside Medical Center in Youngstown.  Forum Health sold via
bankruptcy auction its Ohio hospital operation in October 2010 to
an affiliate of CHS Community Health Systems Inc. for $120 million
in cash, representing an increase from the original price of
$69.8 million.

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

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

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


FRIENDSHIP VILLAGE: S&P Lowers Rating on $16.1MM Bonds to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB' on Franklin County, Ohio's $16.1 million series
1998 bonds, issued for Friendship Village of Columbus. The outlook
is stable.

"The rating action reflects our view of a challenged balance sheet
for a Type A continuing-care retirement community, FVC's continued
need for future capital investments to better position the
facility in the community, and challenged but improving occupancy
rates for the various levels of care," said Standard & Poor's
credit analyst Brian Williamson.

"The stable outlook reflects our view that the improved operations
and occupancy will help to stabilize FVC. Because the balance
sheet will remain challenged for the foreseeable future for the
Type A facility, we do not expect to raise the rating. However, if
operations and occupancy are again challenged, the rating or
outlook could come under pressure," S&P stated.

Located in Columbus, FVC (managed by Life Care Services) provides
228 independent-living units, 63 assisted-living units, and 80
nursing beds.


GENTA INC: Has 127.24 Million Outstanding Common Shares
-------------------------------------------------------
Genta Incorporated informed the U.S. Securities and Exchange
Commission that the number of outstanding shares of its common
stock par value $0.001 as of April 29, 2011, is 127,246,024.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $15.5 million
in total assets, $26.8 million in total liabilities, and a
stockholders' deficit of $11.3 million.


GLOBAL INDUSTRIAL: 3rd Cir. Says Insurers Can Appeal Plan Order
---------------------------------------------------------------
The United States Court of Appeals for the Third Circuit voted six
to four to reverse a ruling by the U.S. District Court for the
Western District of Pennsylvania denying insurance companies
standing to challenge the confirmation of a plan of reorganization
filed by Global Industrial Technologies, Inc., and affirming the
plan's confirmation.

Among other things, the District Court, following the reasoning of
the Bankruptcy Court, determined that Hartford and Century lacked
standing to participate in bankruptcy proceedings concerning GIT's
Chapter 11 reorganization.

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
relates the majority said the insurance should have been given a
chance to prove their potential liability was increased as a
result of Global Industrial and plaintiffs' lawyers working
together to create an "explosion of new claims."

According to DBR, the minority said the bankruptcy court was
"fully aware of past abuse in the realm of silicosis claims" and
required evidence under penalty of perjury that the claims filed
in Global Industrial's case were legitimate before signing off on
the company's Chapter 11 plan.  The ruling will only prolong the
period of uncertainty dogging Global Industrial, "a move that may
very well imperil the financing on which the reorganized entity is
relying to succeed," according to the dissenting judges.

"Because we conclude that Hartford and Century meet the standing
requirements to be heard in those proceedings and that further
factual development may aid in the resolution of other issues
raised on appeal, we will vacate the District Court's order and
have the case remanded to the Bankruptcy Court," Circuit Judge
Kent A. Jordan, who penned the opinion, said.

Judge Jordan noted that, "The decision we announce is no more far-
reaching than this: when a federal court gives its approval to a
plan that allows a party to put its hands into other people's
pockets, the ones with the pockets are entitled to be fully heard
and to have their legitimate objections addressed. In short, they
at least have bankruptcy standing."

The Third Circuit heard arguments on the matter en banc in October
2010.  The ruling panel consists of Chief Judge Theodore A. McKee,
Anthony Joseph Scirica, Thomas L. Ambro, Julio M. Fuentes, D.
Brooks Smith, D. Michael Fisher, Michael Chagares, Kent A. Jordan,
Thomas I. Vanaskie, and Richard Lowell Nygaard.

The insurers are:

     -- Hartford Accident and Indemnity Company, First State
        Insurance Company, and Twin City Fire Insurance Company;

     -- Century Indemnity Company and Westchester Fire Insurance
        Company; and

     -- National Union Fire Insurance Company of Pittsburgh, PA,
        Insurance Company of the State of Pennsylvania, Lexington
        Insurance Company, American Home Insurance Company, and
        other entities related to American International Group,
        Inc.

The appellate case is HARTFORD ACCIDENT AND INDEMNITY COMPANY;
FIRST STATE INSURANCE COMPANY CO; TWIN CITY FIRE INSURANCE
COMPANY; CENTURY INDEMNITY COMPANY, as successor to CIGNA
Specialty Company, formerly known as California Union Insurance
Company; WESTCHESTER FIRE INSURANCE COMPANY, for itself and for
International Insurance Company (now known as TIG Insurance
Company) (by operation of novation all rights and obligations
under the policies have been transferred from International
Insurance Co. to Westchester Fire Insurance Co.); NATIONAL UNION
FIRE INSURANCE COMPANY OF PITTSBURGH, PA; INSURANCE COMPANY OF THE
STATE OF PENNSYLVANIA; LEXINGTON INSURANCE COMPANY; AMERICAN HOME
ASSURANCE COMPANY, and any other entities related to American
International Group, Inc. that engaged in business transactions
with the Reorganizing Debtors, Appellants, No. 08-3650 (3rd.
Cir.).  A copy of the 3rd Circuit's opinion, dated May 4, 2011, is
available at http://is.gd/FSl7vOfrom Leagle.com.

Counsel for Hartford Accident & Indemnity Company, First State Ins
Co., and Twin City Fire Ins. Are:

          Craig Goldblatt, Esq.
          Danielle M. Spinelli, Esq.
          Seth P. Waxman, Esq.
          WILMER CUTLER PICKERING HALE & DORR
          1875 Pennsylvania Avenue, NW
          Washington, DC 20006
          Tel: 202-663-6483
          Fax: 202-663-6363
          E-mail: craig.goldblatt@wilmerhale.com

Counsel for Century Indemnity Co. and Westchester Fire Ins. are:

          John D. Demmy, Esq.
          STEVENS & LEE
          1105 N. Market Street - #700
          Wilmington, DE 19801
          Tel: 302-425-3308
          Fax: 610-371-8515
          E-mail: jdd@stevenslee.com

Counsel for Nat'l Union Fire Ins. Co. of Pittsburgh, PA, Insurance
Company of Pennsylvania, Lexington Insurance Company and American
Home Assurance Company are:

          Michael S. Davis, Esq.
          ZEICHNER, ELLMAN & KRAUSE LLP
          575 Lexington Avenue
          New York, NY 10022
          Tel: (212) 826-5311
          E-mail: mdavis@zeklaw.com

               - and -

          Beverly Weiss Manne, Esq.
          TUCKER ARENSBERG, PC
          1500 PPG Place
          Pittsburgh, PA 15222
          Tel: (412) 594-5525
          Fax: (412) 594-5619
          E-mail: bmanne@tuckerlaw.com

Counsel for the Official Committee of Asbestos Creditors are:

          Douglas A. Campbell, Esq.
          David B. Salzman, Esq.
          CAMPBELL & LEVINE
          3300 Grant Street - #1700
          Pittsburgh, PA 15219
          Tel: 412-261-0310, ext. 104
          Fax: 412-261-5066
          E-mail: dac@camlev.com
                  dbs@camlev.com

               - and -

          Elihu Inselbuch, Esq.
          CAPLIN & DRYSDALE
          375 Park Avenue - 35th Fl.
          New York, NY 10152
          Tel: (212) 319-7125
          E-mail: einselbuch@capdale.com

               - and -

          Peter V. Lockwood, Esq.
          Kevin C. Maclay, Esq.
          CAPLIN & DRYSDALE
          One Thomas Circle, NW - #1100
          Washington, DC 20005
          Tel: (202) 862-5065
          E-mail: plockwood@capdale.com

Counsel for Global Industrial Technologies Inc. are:

          Robert G. Sable, Esq.
          Sally E. Edison, Esq.
          Nicholas E. Meriwether, Esq.
          MCGUIRE WOODS LLP
          625 Liberty Avenue - 23rd Fl.
          Pittsburgh, PA 15222
          Tel: 412-667-7939
          Fax: 412-667-7978
          E-mail: sedison@mcguirewoods.com

               - and -

          James J. Restivo, Esq.
          Paul M. Singer, Esq.
          David Ziegler, Esq.
          REED SMITH
          225 Fifth Avenue
          Pittsburgh, PA 15222
          Tel: 412-288-3122
          Fax: 412-288-3063
          E-mail: jrestivo@reedsmith.com
                  psinger@reedsmith.com
                  dziegler@reedsmith.com

Counsel for Philip A. Pahigian, Legal Representative of Future
Silica Claimants against Global Industrial Technologies, Inc., et
alia, are:

          Gary Philip Nelson, Esq.
          SHERRARD, GERMAN & KELLY, P.C.
          28th Fl., Two PNC Plaza
          Pittsburgh, PA 15222
          Tel: 412-258-6720
          Fax: 412-261-6221
          E-mail: gpn@sgkpc.com

               About Global Industrial Technologies

Global Industrial Technologies Inc. is a subsidiary of RHI AG and
the holding company for Harbison-Walker Refractories Company and
A.P. Green Industries, Inc.  Harbison-Walker manufactures and
sells refractory products and construction-type materials designed
to sustain various high heat processing applications.  APG
previously engaged in certain refractory manufacturing operations
before transferring these operations to its subsidiary, AP Green
Refractories.

GIT and its affiliates filed for chapter 11 protection (Bankr.
W.D. Pa. Lead Case No. 02-21626) on Feb. 14, 2002.  James J.
Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler,
Esq., at Reed Smith LLP, represent the Debtor.  Kroll Zolfo Cooper
LLC served as the Debtors' bankruptcy consultants and special
financial advisors.

The Official Committee of Unsecured Creditors is represented by
McGuire Woods, LLP.  KPMG, LLP, is the Creditors Committee's
financial advisor.  The Asbestos Claimants Committee is
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  L. Tersigni Consulting, PC served as the
Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos
Claimants Representative.  Mr. Fitzpatrick is represented by
attorneys at Young Conaway Stargatt & Taylor LLP and Meyer,
Unkovic & Scott LLP.  Philip A. Pahigian was appointed as Future
Silica Claims Representative.  Mr. Pahigian is represented by
attorneys at Sherrard German & Kelly P.C.


GOLD TOE: S&P Withdraws 'CCC' CCR After Acquisition by Gildan
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Newton,
N.C.-based sock manufacturer Gold Toe Moretz Holdings Corp,
including the 'CCC' corporate credit rating.

The company was acquired by Gildan Activewear Inc. (unrated), and
all outstanding loans have been repaid. "Therefore, we are
withdrawing our ratings on Gold Toe per company request," S&P
added.


GRAHAM PACKAGING: Parent Has $8.09-Mil. Profit in 1st Quarter
-------------------------------------------------------------
Graham Packaging Company Inc., the parent company of Graham
Packaging Holdings Company, issued a press release announcing the
results of the Company's operations for the first quarter ended
March 31, 2011.  The Company reported net income of $8.09 million
on $756.49 million of net sales for the three months ended
March 31, 2011, compared with a net loss of $24.51 million on
$585.57 million of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$2.94 billion in total assets, $3.44 billion in total liabilities,
and a $501.45 million deficit.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Gi3dNk

                      About Graham Packaging

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

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


GRUBB & ELLIS: Zazove Associates Discloses 5.4% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Zazove Associates, LLC, and its affiliates disclosed
that it beneficially owns 3,943,410 shares of common stock of
Grubb and Ellis Company representing 5.4% of the shares
outstanding.  The calculation of percentage ownership is based on
69,419,590 shares of common stock outstanding as of Oct. 29, 2010,
as disclosed in the Company's Form 10-Q filed on Nov. 12, 2010
plus 3,943,410 shares of common stock that would be issued upon
conversion of such convertible notes of the Company beneficially
held by Zazove.  A full-text copy of the filing is available for
free at http://is.gd/b5vaRk

                        About Grubb & Ellis

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

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

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

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


HARMONY FOODS: S&P Rates Corp. Credit 'B-'; Outlook is Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Santa Cruz, Calif.-based Harmony Foods
Corp. (d/b/a Santa Cruz Nutritionals).

"We also assigned our preliminary 'B-' issue-level ratings to
Harmony Foods' proposed $105 million senior secured notes due
2016. The preliminary recovery rating is '4', indicating our
expectation for average (30% to 50%) recovery in the event of a
payment default. The company will use the proceeds from the
offering to refinance existing debt, fund a $41 million
distribution to equity holders, and pay transaction fees and
expenses. Our preliminary ratings are based upon our assumption of
a successful completion of this refinancing and our review of
final documentation. The outlook is stable," S&P said.

"At the close of the transaction, we estimate Harmony Foods will
have about $130 million in total debt outstanding, including $25
million of unsecured notes at SCN Holdco Inc., the parent company
of Harmony Foods," according to S&P.

"The ratings on Harmony Foods reflect our view of the company's
vulnerable business profile and highly leveraged financial
profile, given the company's narrow product focus, small size,
and, in our view, its high debt leverage," said Standard & Poor's
credit analyst Rick Joy.

The outlook on Harmony Foods is stable. "The company has
experienced strong growth in recent years, and we expect the
company's operating performance to remain relatively stable over
the near-to-intermediate term," said Mr. Joy.


HEALTH ADVENTURE: Judge Approves Assets Sale to Park Ridge
----------------------------------------------------------
John Boyle at Citizen-Times.com reports that Judge George Hodges
approved the sale of the Health Adventure's assets to the parent
company of Henderson County-based Park Ridge Health for $30,000.

According to the report, Judge Hodges left open the option for
both the Health Adventure and Pack Place, where the nonprofit
children's health museum is located, to contest the sale after a
May 16 Pack Place board vote.  The Pack Place board will vote that
day on whether or not to accept the new Park Ridge-owned entity as
a tenant in the building.

The report relates that an attorney for Park Ridge, which is owned
by Sunsystem Development Corp., based in Florida, said the
purchase deal is contingent on the Health Adventure being allowed
to stay in Pack Place, its home since 1992.

The Citizen-Times report relates that Pack Place attorney Jack
Stevens asked the judge that the sale not be finalized until after
the May 16 vote, noting that approval requires two-thirds of the
15-member Pack Place board to move forward.  He also said Pack
Place needed more time to digest the 80-page sale proposal, and
that Park Ridge has not proven that the new Health Adventure
entity is a nonprofit, although Park Ridge's attorney said
evidence of that is forthcoming, says Mr. Boyle.

The Health Adventure, Inc., filed a petition for relief under
Chapter 11 (Bankr. W.D. N.C. Case No. 11-10299) on March 28, 2011.
David G. Gray, Esq., at Westall, Gray, Connolly & Davis, P.A., in
Asheville, North Carolina.  In its schedules, the Debtor disclosed
$1,433,700 in assets and  $4,272,158 in liabilities.


HEATING OIL: N.J. Super Ct. Reinstates Church Mutual Suit
---------------------------------------------------------
The Superior Court of New Jersey, Appellate Division, reversed a
trial court order dismissing the lawsuit, Church Mutual Insurance
Company, as Subrogee of Vroom Street Evangelical Free Church,
Plaintiff-Appellant, v. Beacon Oil Company, Inc., Condrea Corp.
and Francis Lamparello, Defendants-Respondents, No. A-3710-09T1
(N.J. Super. Ct.), as against Beacon and Condrea.  The Appellate
Division remanded the suit for further proceedings.  Dismissal of
the lawsuit is affirmed as against Mr. Lamparello.

Church Mutual insured the premises of the Vroom Street Evangelical
Free Church.  On Oct. 5, 2003, there was a fire at the Vroom
Street Church.  Church Mutual paid the church for the damages
caused by the fire.

Church Mutual's complaint, which it brings as the subrogee of the
Vroom Street Church, alleges that Beacon and Condrea negligently
installed, maintained and serviced the church's boiler system,
including the chimney and flue systems, which caused the fire.  On
Dec. 18, 2002, after they installed the boiler system at the
church but before the fire, Beacon and Condrea sold their assets
to Heating Oil Partners, L.P.  The terms of this sale, which
included Beacon and Condrea retaining responsibility for most
liabilities incurred as a result of operation of the business
before the sale, were set forth in a lengthy asset purchase
agreement.  On Sept. 26, 2005, HOP filed for Chapter 11
bankruptcy.  On June 15, 2006, the Bankruptcy Court confirmed
HOP's reorganization plan and entered a discharge injunction which
became effective on Aug. 6, 2006.

During the pendency of HOP's bankruptcy proceeding, Church Mutual
amended its complaint in a prior action filed against Beacon, as
subrogee of the Vroom Street Church's claim, to add HOP as a
defendant.  HOP and Beacon failed to answer that complaint, and
thereafter, Church Mutual obtained an $856,874.40 default judgment
against both HOP and Beacon.

American Home Assurance Company, HOP's insurer, moved in the
Bankruptcy Court for the District of Connecticut for an order
declaring the New Jersey default judgment void because it violated
the discharge injunction entered in HOP's bankruptcy proceeding.
The bankruptcy court granted this motion, and Church Mutual
appealed the decision to the United States District Court for the
District of Connecticut.

On Dec. 17, 2009, the federal district court affirmed the
bankruptcy court order, determining that the default judgment
entered in the prior Superior Court action was void as to both HOP
and Beacon.  This decision is currently on appeal to the Second
Circuit Court of Appeals.  The primary issue in that appeal
appears to be whether the district court correctly held that the
default judgment was void with respect to not only HOP but also
Beacon.

Church Mutual filed the present action on Oct. 5, 2009.  The
defendants moved to dismiss on the ground that the complaint was
subject to an automatic stay under section 362(a) of the
Bankruptcy Code.  The defendants relied upon the bankruptcy
petition HOP had filed.  Limited factual material, including the
purchase agreement for the sale of assets from Beacon and Condrea
to HOP, was presented in connection with the motion.  The trial
court granted the defendant's motion and entered an order
dismissing Church Mutual's complaint as to all defendants "without
prejudice" on the ground that it was subject to an automatic stay
under section 362(a).  Church Mutual appeals.

In reversing the trial court's order, the Appellate Division held
that there is a need for clarification as to whether the motion to
dismiss is governed by the automatic stay provision of section
362(a) or the 2006 discharge injunction.  There is also a need for
discovery and development of a more complete record with respect
to the relationship between HOP and the defendants.  Therefore, if
the HOP bankruptcy stay is still operative, there is a need for
discovery to determine the actual relationship between HOP and the
defendants in this action, and if that stay has been superseded by
the discharge injunction, the defendants' assertion that that
injunction extends to Church Mutual's claims against them should
be presented to the bankruptcy court.

The Appellate Division, however, said it affirmed the dismissal of
Church Mutual's complaint against Mr. Lamparello, saying a
shareholder or director of a corporation is not ordinarily liable,
based on that status alone, for a tort committed by the
corporation.

A copy of the Appellate Division's April 29, 2011 ruling is
available at http://is.gd/BLYK36from Leagle.com.   The panel
before the Appellate Division consists of Judges Anthony J.
Parrillo and Stephen Skillman.

                    About Heating Oil Partners

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.,
nka HOP Energy, LLC -- http://www.hopheat.com/-- is one of the
largest residential heating oil distributors in the United States,
serving approximately 150,000 customers in the Northeastern United
States.  The Company's primary business is the distribution of
heating oil and other refined liquid petroleum products to
residential and commercial customers.

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler PC, represent the
Debtors in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they disclosed $127,278,000 in total assets and
$155,033,000 in total debts.

The Bankruptcy Court confirmed Heating Oil Partners, LP, and
Heating Oil Partners, GP, Inc.'s First Amended Joint Plan of
Reorganization on June 15, 2006.  The Ontario Superior Court of
Justice Commercial List issued an order on June 26, 2006,
recognizing and implementing the U.S. Bankruptcy Court order.


HOLLY LARSEN: Court Approves Disclosure Statement
-------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers approved the disclosure
statement explaining Holly H. Larsen's bankruptcy plan.  Brundage
Mountain Air, Inc., and David Eaton objected to confirmation of
the Plan, arguing that the Debtor had "improperly categorized" the
unsecured creditors into two dissimilarly treated classes in
violation of Sec. 1122 and Sec. 1123(a)(4) of the Bankruptcy Code.
Mr. Eaton and BMA did not specifically object to approval of the
Disclosure Statement, and there were no other objections to such
approval filed.

The judge said whether the separate classification of Eaton/BMA
with dissimilar treatment from other unsecured creditors is
violative of Sections 1122 and 1123(a)(4), and whether that in
turn violates Sections 1129(a)(1)-(a)(3) or other applicable
confirmation standards, is an issue that will be presented and
decided at the confirmation hearing.

Holly Larsen filed for chapter 11 in August 2009, but no plan has
yet been confirmed, an interregnum resulting from, in part, a
lengthy dispute over approval of employment of the Debtor's
original counsel, which was finally resolved with new counsel
appearing in the spring of 2010.

The Disclosure Statement explains that the Debtor's financial
difficulties stemmed from the failed acquisition of a radio
station and broadcast license in Valley County, Idaho, which
ultimately resulted in litigation with Brundage Mountain Air,
Inc., and David Eaton.  The Debtor indicates she "lost her claims
in arbitration" and Mr. Eaton was awarded $139,767.18.

The Plan places all secured creditors in a single class (Class 2),
alleging all are "unimpaired" and will be paid pursuant to their
loan documents.  Class 1 is reserved for priority claims.  Class 5
is for "guaranteed" debts that are being paid by a primary
obligor, and for whom no distribution in the Debtor's case is
contemplated.  Class 6 is the interests of the Debtor.

The issue before the Court relates to the classification and
treatment of unsecured creditors.  Class 3, characterized by the
Debtor as "unsecured trade creditors," includes all credit card
debts and credit agreements -- other than any guaranteed debts
in Class 5 -- as well as the attorney's fees of the Debtor's
pre-bankruptcy attorneys.  These creditors are to receive 100% of
their claims over a four-year period.  The Debtor's Class 4 is
characterized as "unsecured judgment creditors" and includes only
BMA and Mr. Eaton.  The Debtor proposes to give these creditors a
new promissory note in the amount of $66,925.21, slightly less
than half of their asserted claim.  The note is to bear interest
at 3.25% per annum, and is to be secured by a deed of trust on
real property located in Boise, Idaho, that is "owned by Debtor's
IRA."  Given the amount of the note, as compared to either the
scheduled claims of Mr. Eaton and BMA or those creditors' proofs
of claim, it is clear that less than 100% of the claim will be
paid.  The Disclosure Statement and Plan note: "Any amounts above
the Note described in the Plan to [Eaton and BMA] remaining due
and owing upon the expiration of the plan term will be
discharged."

The payments required under the Plan will be funded by the
Debtor's monthly net disposable income -- and net income of the
Debtor's non-filing spouse -- of $1,761.81.  The amended schedules
filed in September 2010 indicate that this income flows from the
Debtor's closely-held business, "Creative Child Center, Inc."

A copy of the Court's May 3, 2011 Memorandum of Decision is
available at http://is.gd/qAEjUrfrom Leagle.com.

                        About Holly Larsen

Holly Larsen in Boise, Idaho, commenced a voluntary chapter 11
case (Bankr. D. Id. Case No. 09-02630) on Aug. 31, 2009,
represented by Kelly I. Beeman, Esq. -- jerri@beemangroup.org  In
her original schedules, the Debtor indicated she had more than
$1.1 million in assets and $732,000 in liabilities.


HOVNANIAN ENTERPRISES: To Offer $12MM 10.625% Sr. Secured Notes
---------------------------------------------------------------
K. Hovnanian Enterprises filed with the U.S. Securities and
Exchange Commission a free writing prospectus regarding the
offering of $12,000,000 10.625% Senior Secured Notes due 2016
guaranteed by Hovnanian Enterprises, Inc.  Credit Suisse
Securities (USA) LLC serves as bookrunner for the Offering.
A full-text copy of the prospectus is available for free at:

                        http://is.gd/EC8yub

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion
in total assets, $2.07 billion in total liabilities and a
$401.29 million total deficit.


HUDSON TOWNHOMES: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hudson Townhomes, LP
        3514 Cedar Springs, 3rd Floor
        Dallas, TX 75219

Bankruptcy Case No.: 11-33029

Chapter 11 Petition Date: May 2, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33029.pdf

The petition was signed by Mark Robertson, managing member of
general partner.


IA GLOBAL: CFO Scott Resigns; Former ClearOne CFO Joins Mgt.
------------------------------------------------------------
IA Global, Inc., announced that Mark Scott has decided to resign
as the Company's Chief Financial Officer.  The Company and Mark
Scott have agreed to a separation agreement that allows for an
orderly transition and timely filing of the Company's Annual
Report.  Greg LeClaire, who currently serves as a director of IA
Global, has agreed to assist the Company during this transition
and will become the Chief Financial Officer upon Mr. Scott's
departure.  In the meantime, Mr. LeClaire will be serving in a
consulting capacity.  He has resigned as chairman of the Company's
compensation committee and member of the nomination and audit
committees.  The transition should be complete by June 30, 2011.

In addition to IA Global, Mr. LeClaire serves as a member of the
board of directors of LiveDeal, Inc.  Previously, he was Chief
Financial Officer of ClearOne Communications, Inc., a manufacturer
and marketer of audio conferencing and related products.  Prior to
that, Mr. LeClaire held a 12-year career in a variety of senior
finance and accounting positions with Utah Medical Products, Inc.,
a multi-national medical device corporation, rising to become Vice
President and Chief Financial Officer.  Mr. LeClaire has
significant experience in the areas of finance and accounting, SEC
reporting, Sarbanes-Oxley compliance, budgeting and financial
management.  He holds a Master of Science degree in management
from Stanford University's Graduate School of Business and a
Bachelor of Science degree in accounting from the University of
Utah.

Brian Hoekstra, CEO and Chairman, commented, "We are pleased to be
bringing Greg LeClaire on board as the newest member of our
management team.  His extensive experience with publicly traded
companies such as ClearOne Communications and Utah Medical will
undoubtedly be valuable as we continue to grow both organically
and through acquisition."

He continued, "I would also like to thank Mark Scott for his
unparalleled service and dedication to IA Global in his almost 8
years of service to the Company.  As our CFO, he was instrumental
from the beginning in growing and developing the Company and
ensuring that our Company had all the proper measures and
practices in place to operate successfully as a publicly traded
Company.  We appreciate all his efforts and wish him the best in
his future endeavors."

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Dec. 31, 2010 showed $21.51 million
in total assets, $19.14 million in total liabilities and $2.37
million in total stockholders' equity.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


INN AT THE MACKINAW: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Inn At The Mackinaw City, LLC
        dba Hampton Inn
            Lakeview Hotel
        726 S. Huron Avenue
        Mackinaw City, MI 49701

Bankruptcy Case No.: 11-21662

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  309 Davidson Building
                  P.O. Box 835
                  Bay City, MI 48707-0835
                  Tel: (989) 893-3518
                  E-mail: smcook@lambertleser.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/mieb11-21662.pdf

The petition was signed by Niraj Sheth, CEO.


INTEGRA BANK: Posts $46.2 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
Integra Bank Corporation filed on May 2, 2011, its quarterly
report on Form 10-Q, reporting a net loss of $46.2 million on
$9.2 million of net interest income for the three months ended
March 31, 2011, compared with a net loss of $52.7 million on
$14.9 million of net interest income for the same period of 2010.

Non-interest income totaled $5.4 million for the three months
ended March 31, 2011, compared to $7.6 million for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$2.180 billion in total assets, $2.245 billion in total
liabilities, and a stockholders' deficit of $65.1 million.

In April, the Bank was notified that the capital restoration plan
it had filed was not accepted by the Office of the Comptroller of
the Currency.  As a result, under the Prompt Corrective Actions
("PCA") regulations, the Bank was then considered as being within
the "significantly undercapitalized" capital category under the
PCA regulations of the OCC.  As such, the Bank became subject to
additional restrictions and requirements under the federal banking
laws, including restrictions on bonuses and compensation paid to
senior executive officers and restrictions on the payment of
capital distributions and management fees.  The Bank can submit a
revised CRP if it can produce a specific recapitalization plan
that includes binding commitments or definitive agreements for the
needed capital.

On April 30, 2011, the Bank filed its call report as of March 31,
2011, indicating that its regulatory capital fell below the levels
required for it to remain in the "significantly undercapitalized"
capital category under the PCA regulations of the OCC.  The Bank
now expects it will be notified by the OCC that it is considered
to be in the "critically undercapitalized" capital category for
purposes of the PCA regulations.

As reported in the TCR on March 22, 2011, Crowe Horwath LLP, in
Louisville, Kentucky, expressed substantial doubt about Integra
Bank Corporation's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company's cumulative net loss to common
shareholders from 2008 through 2010 exceeded $430 million and the
Company has negative shareholders' equity at Dec. 31, 2010.
"These results are primarily due to asset impairments,
particularly loans.  The Company cannot currently generate
sufficient revenue to support its operating expenses and the
Company's bank subsidiary has not been able to achieve the
capital levels required by regulatory order."

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

                       http://is.gd/Js0AzU

Headquartered in Evansville, Indiana, Integra Bank Corporation
-- http://www.integrabank.com/-- is the parent of Integra Bank
N.A.  Integra Bank currently operates 52 banking centers and 100
ATMs at locations in Indiana, Kentucky and Illinois.


INTEGRATED FREIGHT: C. White Alleged to Have Resigned from Board
----------------------------------------------------------------
It is alleged that one of Integrated Freight Corporation's
directors, Craig White, who was on the Company's board as a result
of the Company's acquisition of Triple C Transport, Inc., resigned
from the Company's board on April 8, 2011.  The Company's
management does not have knowledge of receiving Mr. White's
resignation.  The Company is relying on the allegation of
resignation in the complaint, over which Mr. White exercised
direct or indirect control, and the principal of judicial estoppel
as a basis for concluding that Mr. White is not a member of the
Company's board of directors for all purposes subsequent to
April 8, 2011.

Richard Confessore resigned as the Company's chief financial
officer on April 12, 2011.  Mr. Confessore has indicated that he
will remain available to assist the Company with accounting
matters on a part time basis.

On April 14, 2011, the Company received a copy of a complaint
filed by Craig Carrier Corp, LLC, and White Farms Trucking, Inc.,
two of Triple C Transport, Inc.'s equipment lessors, in an
adversary proceeding in the lessors' bankruptcy case.  Triple C
Transport is one of the Company's subsidiaries.  The suit is
brought against the Company's subsidiary and the Company, based
upon equipment leases, the Company's guaranty of those leases and
other matters.  The complaint alleges Triple C and the Company
have conspired to and have deprived the bankrupt estates of the
leased assets, interfered with the debtors' attempts to gather
their assets, interfered with the debtors' finance companies and
their rights and interfered with, obstructed and hindered the
debtors' business operations, among other things, including
unlawful possession of the debtors' business records, furniture
and equipment.  The complaint seeks $813,417 in accrued and unpaid
rents, $8,435,780 in rents to the term of the lease agreements
which the debtors allege they have terminated and for breach of
contract, a turnover of business records, furniture and equipment
and recovery of unspecified amounts based on unjust enrichment and
tortuous interference, attorneys' fees, costs and interest.  The
case number is 10-43798 in the United States Bankruptcy Court for
Nebraska.  Notwithstanding the fact that Triple C may owe unpaid
rents to the plaintiffs, in amounts to be determined, the Company
believes that it has and the Company intends to assert defenses
against the other claims alleged by the plaintiffs and intends to
vigorously defend against them.  Furthermore, the claims related
to gathering of assets are the subject of separate orders by the
bankruptcy court, with which Triple C has complied or is in the
process of complying.

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


INTELSAT SA: Subsidiary Executes Fourth Supplemental Indenture
--------------------------------------------------------------
Intelsat Jackson Holdings S.A., an indirect wholly owned
subsidiary of Intelsat S.A., and Wells Fargo Bank, National
Association, as trustee, executed a fourth supplemental indenture,
amending and supplementing the Indenture dated as of Oct. 20,
2009, with respect to Intelsat Jackson's 8 1/2% Senior Notes due
2019.  The Fourth Supplemental Indenture amends the Indenture to
allow Intelsat Jackson, as permitted by the Securities Act of
1933, as amended, to issue Notes without a Restricted Notes Legend
in exchange for a like principal amount of Notes that bear a
Restricted Notes Legend.

In accordance with the terms of the Indenture as amended and
supplemented by the Fourth Supplemental Indenture, on April 29,
2011, Intelsat Jackson completed a mandatory exchange of all of
the existing Notes that bear a Restricted Notes Legend for Notes
that do not bear a Restricted Notes Legend.  As a result of the
mandatory exchange, the Notes are now "freely tradable" without a
Restricted Notes Legend and related transfer restrictions.

A full-text copy of the Fourth Supplemental Indenture is available
for free at http://is.gd/vSuiAW

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.59
billion in total assets, US$18.29 billion in total liabilities,
and US$698.94 million in total Intelsat S.A shareholder's deficit.


INTERPUBLIC GROUP: Fitch Affirms Preferred Stock at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed the ratings on the Interpublic Group of
Companies, Inc.. including its Issuer Default Rating at 'BBB'. The
Rating Outlook is Stable.

Rating Rationale:

   -- IPG's rating reflects its position in the industry as one of
      the largest global advertising holding companies, its
      diverse client base, and the company's ample liquidity.

   -- Fitch expects IPG to continue to deliver competitive organic
      revenue growth and is in a good position to continue to grow
      its EBITDA margins and reach competitive levels over the
      next few years.

   -- The ratings reflect Fitch's expectation that IPG will manage
      unadjusted gross leverage at a level below 2.5 times (x).
      Fitch calculates the first quarter of 2011 (1Q'11)
      unadjusted gross leverage at 2.3x.

   -- The rating incorporates Fitch's belief that the company will
      deploy cash towards acquisitions, dividends, and share
      repurchases. Fitch believes this activity will be executed
      prudently without negatively affecting the rating.

   -- While cash balances of $1.8 billion make liquidity solid,
      Fitch notes that under more normalized conditions, prior to
      its financial reporting and operational issues, IPG retained
      cash in excess of seasonal working-capital swings. Cash
      balances were typically between $500 million and $1 billion.
      The ratings incorporate the expectation that current cash
      balances will decline over time. However, Fitch expects IPG
      to maintain sufficient liquidity to handle seasonal working-
      capital swings.

   -- While advertising is a cyclical industry, Fitch recognizes
      IPG and its global advertising agency holding companies
      (GHC) peers have reduced exposure to U.S. advertising
      cycles, by diversifying into international markets and
      marketing services businesses. In addition, the risk of
      revenue cyclicality is balanced by the scalable cost
      structures of IPG and the other GHCs.

Key Rating Drivers:

   -- A public commitment by the company to maintain gross
      unadjusted leverage below 2.0x coupled with peer level
      revenue growth and competitive EBITDA margins could warrant
      upgrade consideration.

   -- There is tolerance in the rating for unadjusted gross
      leverage to go slightly above the 2.5x for a brief period
      (six to 12 months) as a result of an acquisition.

   -- Debt funded share buy back activity that drove leverage to
      2.5x could pressure the ratings.

   -- An unexpected near-term reversal in operating trends that
      pushed metrics below their current levels for a protracted
      period of time could pressure the ratings.

   -- While Fitch is comfortable with management's willingness and
      ability to maintain its 'BBB' rating, a change in the
      company's posture toward maintaining adequate bondholder
      protection over the near and long term could affect the
      rating negatively.

Solid Free Cash Flow:

As of the last 12 months (LTM) ended March 31, 2011, IPG generated
approximately $427 million in free cash flow (FCF), converting a
meaningful percentage (55%) of EBITDA to FCF, a higher percentage
than Fitch would expect over the long term (30%-50%). Under
Fitch's base case model, FCF is expected to be positive at
approximately $400-450 million in 2011.

In 2010, the company spent $96 million, or 1.5% of revenue, on
capital expenditures (excluding equipment rents) reflecting the
low capital intensity of the advertising agency business. Fitch
believes the company will increase capital spending over the next
few years with expectations between 1.5-2% of revenues. As
demonstrated in the past, Fitch believes that expenditures are
largely discretionary on the part of management and could be
reduced during periods of operating pressure.

As of Dec. 31, 2010, the company's worldwide pension programs were
$157 million underfunded. Fitch believes future pension
contributions will be manageable and are incorporated into Fitch's
FCF forecast.

Liquidity:

Fitch expects IPG to have the liquidity and financial flexibility
to cover earn-outs, a modest level of acquisitions (Fitch has
modeled $150-$250 million), share repurchases, and the liquidity
to satisfy any notes put to the company for redemption.

As of March 31, 2011, IPG's liquidity position is supported by
$1.8 billion in cash. The company's bank credit facility due 2013
provides $650 million in capacity and has $634 million in
availability (reduced by the March 2011 letters of credit balance
of $16 million).

The $650 million bank credit facility contains three key covenants
(minimum EBITDA, leverage ratio and interest coverage). Fitch
expects that IPG will not have issues in meeting its financial
covenants, as EBITDA is expected to improve from its cyclical
lows.

As of 1Q'11 near-term maturities include:

   -- $36 million in senior notes due Aug. 15, 2011;

   -- $400 million in convertible notes that may be put to IPG in
      2012;

   -- $200 million in convertible notes that may be put to IPG in
      2013;

   -- $350 million in senior notes due 2014.

IPG also maintains uncommitted credit facilities to fund working
capital needs outside the U.S. The available capacity under these
uncommitted facilities is not factored into Fitch's liquidity
considerations.

Leverage Falls Below 2.5x:

Unadjusted gross leverage as of March 31, 2011 was 2.3x
(unadjusted gross leverage [using the NPV lease method] at
approximately 2.5x), an improvement from 3.2x (adjusted gross
leverage at 3.3x) at year-end 2009.

Positive Growth Momentum

Organic revenue growth has been positive over the last four
quarters (8.5% in 2Q'10, 9.4% in 3Q'10, 11.2% in 4Q'10, and 9.3%
in 1Q'11), and Fitch calculated EBITDA margins at 11.5%, as of LTM
March 31, 2011. The current rating reflects Fitch's belief that
revenues will continue to grow at a more normalized level (3% to
5%), and EBITDA margins will continue to expand, as the company
leverages its existing infrastructure.

Fitch has affirmed these ratings:

IPG

   -- IDR at 'BBB';

   -- Senior unsecured notes (including convertibles) at 'BBB';

   -- Bank credit facility to 'BBB';

   -- Cumulative convertible perpetual preferred stock at 'BB+'.


INTERTAPE POLYMER: Inks 2nd Amendment to Loan Security Agreement
----------------------------------------------------------------
A Second Amendment to Loan and Security Agreement was made and
entered into on March 23, 2011, by and among Intertape Polymer
Corp.; IPG (US) Holdings Inc.; IPG (US) Inc.; Intertape Polymer
Inc., or the "Borrowers"; certain affiliates and subsidiaries of
Borrowers as guarantors; Bank of America, N.A., a national banking
association, in its capacity as collateral agent and
administrative agent for various financial institutions party
hereto; and the Lenders.

The Loan Agreement is hereby amended as follows:

   (a) By adding the following new definition of "IFRS" to Section
       1.1 of the Loan Agreement in appropriate alphabetical
       sequence:

       IFRS: the principles based set of standards,
       interpretations, and framework adopted and promulgated by
       the International Accounting Standards Board (IASB) and
       commonly known as International Financial Reporting
       Standards.

   (b) By deleting the definition of "GAAP" from Section 1.1 of
       the Loan Agreement in its entirety, and by substituting the
       following new definition in lieu thereof:

       GAAP:  generally accepted accounting principles in effect
       in the United States or Canada from time to time, it being
       understood that Canadian GAAP requires Obligors to adopt
       IFRS and Obligors have elected to adopt IFRS beginning with
       the financial statements to be delivered by Obligors for
       the Fiscal Month ended on or about Jan. 31, 2011.

A full-text copy of the Second Amendment to Loan and Security
Agreement is available for free at http://is.gd/DXZdf7

                  About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed US$506.10
million in assets, US$319.27 million in liabilities and US$186.83
million in shareholders' equity.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


JACKSON HEWITT: NYSE to Suspend Trading
---------------------------------------
Dow Jones' DBR Small Cap reports that the New York Stock Exchange
said it has determined to suspend trading of Jackson Hewitt Tax
Service Inc. prior to the market open Monday, the latest setback
for the tax-preparation company.

                     About Jackson Hewitt

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

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

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

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


JACKSON HEWITT: Extends Payment Date of 2006 Credit Pact to May
---------------------------------------------------------------
Jackson Hewitt Tax Service Inc. and certain of its subsidiaries
entered into a Seventh Amendment to their Amended and Restated
Credit Agreement, originally dated as of Oct. 6, 2006, with Wells
Fargo Bank, N.A., as Administrative Agent, and the lenders
thereto.

The Amendment extends from April 30, 2011 until May 20, 2011 the
Company's obligation to make a principal payment and to execute
definitive documents with the Lenders relating to its plan for the
restructuring of its balance sheet.

As previously announced, the Lenders and the Company had agreed to
use good faith efforts to agree upon a mutually satisfactory
restructuring of the Company's balance sheet and go-forward
funding needs, which may include a "pre-packaged bankruptcy," and
to execute definitive documents relating thereto, on or prior to
April 29, 2011.  The Amendment is intended to provide additional
time for the Company and the Lenders to agree upon a mutually
satisfactory restructuring.  While the terms of any restructuring
remain to be finalized, the terms of the restructuring currently
under discussion with the lenders do not contemplate that any
value will be available for shareholders.  No assurance can be
given with respect to the terms or timing of any contemplated
restructuring.

The Amendment amends and supplements certain provisions of the
Credit Agreement, as follows:

The date by which the Lenders and the Borrowers agreed to use good
faith efforts to agree upon a mutually satisfactory restructuring
of the Borrowers' balance sheets and go-forward funding needs and
to execute definitive documentation relating thereto has been
extended to on or prior to May 20, 2011.  In addition, the date by
which the Borrowers are required to make a scheduled $30 million
principal repayment has also been extended to the Restructuring
Date.

The Amendment increases the maximum cash balance that the
Borrowers may maintain and not deposit in the cash collateral
account after May 1, 2011 to $8 million during the period from May
2, 2011 through May 7, 2011, $6 million during the period from May
8, 2011 through May 14, 2011 and the amount decreases to $5
million on May 15, 2011.  The Borrowers will be permitted to
withdraw funds from the cash collateral account through the
Restructuring Date to fund operational needs in accordance with a
previously agreed to budget with the Lenders.  Additionally, the
Borrowers will be permitted to withdraw funds from the cash
collateral account through the Restructuring Date under certain
other circumstances.

On or before the Restructuring Date, the Borrowers and Lenders
holding a majority of the loans and commitments are required to
consent to a mutually agreeable monthly expenditure budget for the
period from May 1, 2011 through Jan. 31, 2012.  Pursuant to the
Amendment, after the Restructuring Date the Borrowers will be
permitted to request that the Administrative Agent transfer such
amounts from the cash collateral account as are needed to pay
expenditures in accordance with the 2011 Off-Season Budget so long
as no event of default has occurred and is continuing.

                        About Jackson Hewitt

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

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

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

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


JOHN CALHOUN: Means Test Passed, Bankruptcy Dismissed for Abuse
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
a couple whose disposable income would allow them to discharge
debt in Chapter 7 nonetheless had their bankruptcy properly
dismissed for "abuse," according to a May 3 opinion from the U.S.
Court of Appeals in Richmond, Virginia.

The case, John G. Calhoun; Glenda R. Calhoun, Plaintiffs-
Appellants, v. United States Trustee, Trustee-Appellee, No. 09-
1646 (4th Cir.), involves a retired couple who filed to discharge
their debts in Chapter 7.  Their annual income was $87,500, not
including Social Security benefits.  Their monthly income of
$7,313 was less than their monthly expenses of $7,330 permitted
under formulas laid out in bankruptcy law.

Mr. Rochelle notes that under Section 707(b)(2) of the U.S.
Bankruptcy Code, their negative disposable income didn't
automatically trigger dismissal for an assumed abuse of bankruptcy
law.  Nevertheless, the bankruptcy judge dismissed the petition
using the amorphous abuse standard in Section 707(b)(3).  The
couple appealed, lost in the district court, and lost again the
4th Circuit in Richmond.

According to Mr. Rochelle, District Judge Irene C. Berger, sitting
by designation on the three-judge circuit court panel, said in her
opinion that the "totality" of the "financial situation" supported
dismissal for abuse without even considering additional income
from Social Security.  Judge Berger pointed to what the bankruptcy
judge called expenses that "border on the extravagant," deductions
for life insurance policies on the husband even though the wife
would receive 75 percent of income from a retirement account on
the husband's death, and "excessive transportation expenses."

A copy of the Fourth Circuit's opinion is available at
http://is.gd/bUiNUNfrom Leagle.com.


JPJ INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: JPJ Investment Group, LLC
        1100 West 6th Street
        Pine Bluff, AR 71601

Bankruptcy Case No.: 11-12910

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Pine Bluff)

Debtor's Counsel: Basil V. Hicks, Jr., Esq.
                  ATTORNEY AT LAW
                  P.O. Box 5670
                  N. Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999
                  E-mail: basil.hicks@comcast.net

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

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 James K. Gregory, member/manager.


KEELEY AND GRABANSKI: Trustee Named; Personal Case Nears Dismissal
------------------------------------------------------------------
Mikkel Pates at Agweek reports that in the individual bankruptcy
case of Thomas and Mari Grabanski, bankruptcy judge William A.
Hill, in North Dakota, threatened to throw the case out of court
because Grabanski has failed to make deadlines.

Agweek also reports that Tom Grabanski appeared at an April 19
hearing where an attorney for Crops Production Services Corp.
asked the bankruptcy judge to make sure CPS always can collect its
full $777,581 debt, even if the case emerges from bankruptcy
protection.  CPS says Grabanksi provided false financial
statements that CPS used to extend the credit.

In the Chapter 11 case of Keeley and Grabanski Land Partnership,
Judge Hill approved the appointment of an operating trustee.  On
April 5, judge Hill named Kip Kaler as trustee.  On April 15,
Mr. Grabanski appealed the April 1 decision.

                      About Keeley & Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1,000,001 to $10,000,000.

Former owners in December 2010 forced the partnership Keeley &
Grabanski Land Partnership in Texas into Chapter 11.  John and
Dawn Keely, the former owners, filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.

Keeley & Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KIRBY PETERSON: Petitioner's Counsel Granted $13T in Fees
---------------------------------------------------------
Bankruptcy Judge Peter J. McNiff granted the applications for
compensation requested by the Law Office of Ken McCartney, P.C.,
in the total amount of $13,300.10 as counsel to creditors that
placed Kirby D. Peterson and Melanie M. Peterson in Chapter 11
bankruptcy.

Judge McNiff assessed the amount against Wyoming Country Builders.
The Court held that the petitioning creditors, Boardwalk
Construction, Teton Orthopaedics, Bridgeport Financial, R.S.
Benett Construction, B & G Plumbing, Jean Uselman were actively
sought after to join the involuntary petition by the initial
petitioning creditor WCB to meet the standing requirement.  The
court did not find that these petitioning creditors should be
assessed the damages of attorney fees and costs.

McCartney's Bill of Fees and Costs sought $24,775.75 for each
case, but the Court found the requested fees duplicative.  The
Court also found portions of the requested amount unreasonable.

A copy of the Court's May 3, 2011 Memorandum Opinion is available
at http://is.gd/3GRZHafrom Leagle.com.

Involuntary bankruptcy cases were filed against Kirby D. Peterson
-- aka Timberline Lodge, Inc., Timberline Construction, Timberline
Trips.com, Timberline Lodge & Big Country Outfitters, Timberline
Homes, and Valley Springs Ranch HA -- and Melanie M. Peterson
(Bankr. D. Wyo. Case Nos. 09-20566 and 09-20567) on June 17, 2009,
as a result of two civil proceedings that were pending in the
Ninth Judicial District, Fremont County, Wyoming between Wyo.
Country Builders and the Petersons.  The Court dismissed the
Involuntary Petition in each case on Feb. 5, 2010.


LEE ENTERPRISES: Moody's Withdraws 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Lee Enterprises, Incorporated as a result of the company's
announcement that it was not moving forward with the proposed
refinancing, warranting the rating withdrawal. Since Moody's does
not rate any of Lee's existing debt, Moody's also withdrew the
company's Corporate Family Rating, Probability of Default Rating,
and Speculative Grade Liquidity Rating.

Withdrawals:

   Issuer: Lee Enterprises, Incorporated

   -- Corporate Family Rating, Withdrawn, previously rated Caa1

   -- Probability of Default Rating, Withdrawn, previously rated
      Caa1

   -- Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-3

   -- Senior Secured Credit Facility, Withdrawn, previously rated
      B1, LGD1 - 1%

   -- Senior Secured First-Lien Notes, Withdrawn, previously rated
      B3, LGD3 - 33%

   -- Senior Secured Second-Lien Notes, Withdrawn, previously
      rated Caa2, LGD5 - 83%

Outlook Actions:

   Issuer: Lee Enterprises, Incorporated

   -- Outlook, Changed To Rating Withdrawn From Stable

The principal methodology used in rating Lee was Moody's Global
Newspaper Industry, published in September 2008.

Lee, headquartered in Davenport, Iowa, is a provider of local
news, information and advertising in primarily midsize markets,
with 49 daily newspapers and a joint interest in four others,
digital products and nearly 300 specialty publications in 23
states. Revenue for the 12 months ended December 2010 was
approximately $780 million.


LEHR CONSTRUCTION: Executives Charged With $30 Million Fraud
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Manhattan construction
company and four of its top executives were charged Wednesday with
stealing $30 million from clients--including law firms, investment
banks and the Economist magazine--in an alleged bill-padding
scheme that stretched over a dozen years.

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection on Feb. 21, 2011
(Bankr. S.D.N.Y. Case No. 11-10723).  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LNR PROPERTY: S&P Raises Counterparty Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on LNR Property LLC to 'BB-' from 'B-'
and removed it from CreditWatch where it was placed on
April 1, 2011, with positive implications.

"We have assigned a senior secured rating of 'BB+' and a recovery
rating of '1' to the company's new term loan and revolving credit
facility. The outlook is stable," S&P said.

"LNR has completed a new $365 million senior secured credit
facility that eliminates the significant short-term refinance risk
that limited its rating," said Standard & Poor's credit analyst
Adom Rosengarten. The new facility includes a five-year, $325
million term loan and a three-year, $40 million revolver. The
closing of this transaction eliminates the significant refinance
risk of the company's prior outstanding term loan that was coming
due in July 2011. The upgrade also recognizes improved leverage
metrics compared with the company's July 2010 recapitalization.
"We expect leverage to remain low for the foreseeable future and
the company to generate substantial cash flows from its $27
billion of assets currently in special servicing. The ratings also
consider LNR's market-leading position in special-servicing," S&P
stated.

LNR's recapitalization in July 2010 significantly reduced its
leverage by using a $417 million new equity issuance and balance-
sheet cash to pay down its prior term loan to $425 million from
$851 million. (The remainder of this term loan has now been
refinanced as part of the current transaction.) "It also
exchanged its $450 million of parent-company senior notes for
equity or cash in a transaction that we considered a distressed
exchange," according to S&P.

"The stable outlook reflects our view that leverage should remain
at conservative levels and that LNR will produce strong cash flows
from its special servicing portfolio. Since LNR completed its
recapitalization in July 2010, its annualized EBITDA-to-interest
coverage ratio, according to our calculations, has been more than
5x. We believe this metric could continue to improve for full-year
2011, with the senior debt-to-EBITDA ratio remaining at or less
than 2x. If LNR were to significantly increase leverage levels, or
if cash flows came under pressure because of difficulty working
out assets in the special servicing portfolio, then we could lower
the ratings. We are unlikely to significantly raise the rating
unless LNR diversifies its business model so it's not concentrated
so heavily in commercial real estate," S&P noted.


MACY'S INC: Moody's Affirms 'Ba1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed the rating outlook for Macy's,
Inc. to positive from stable. All existing ratings, including its
Corporate Family Rating at Ba1 and Speculative Grade Liquidity
Rating at SGL-1, are affirmed.

The change in outlook to positive acknowledges Macy's improved
credit metrics due to a sizable reduction in debt and its
underfunded pension status as well as improved operating
performance. "We expect Macy's operating performance to continue
to improve as it fine tunes the My Macy's program and focuses on
further integrating its stores and on-line businesses," stated
Maggie Taylor, Senior Credit Officer at Moody's. "This will likely
offset any earnings pressure from rising commodity costs and
result in further strengthening in credit metrics so long as
Macy's financial policies remain balanced," she added. For the
year ending Jan. 29, 2011, Macy's debt to EBITDA was 3.1 times
versus 4.7 times for the prior fiscal year and its EBITA to
interest expense was 2.9 times versus 1.8 times over the same
periods.

These ratings are affirmed

   For Macy's, Inc.

   -- Corporate Family Rating at Ba1

   -- Probability of Default Rating at Ba1

   -- Speculative Grade Liquidity rating at SGL-1

These ratings are affirmed and LGD point estimates changed

   For Macy's Retail Holdings, Inc.

   -- Senior unsecured at Ba1 (LGD 4, to 58% from 57%)

   -- Senior unsecured shelf at (P) Ba1

   -- Subordinated shelf at (P) Ba2

   For May Department Stores Co.

   -- Senior unsecured at Ba1 (LGD 4, to 58% from 57%)

Macy's Ba1 Corporate Family Rating reflects its moderate interest
coverage and the risk that Macy's may return to its pre-recession
shareholder friendly financial policy. The rating is supported by
Macy's improving fundamentals which have resulted in a solid
reduction in leverage. The rating is also supported by Macy's very
good liquidity which provides it with the ability to pay off its
near dated debt maturities and pension obligations with cash. The
rating acknowledges Macy's solid position within the department
store sector and its strong national presence. However, the rating
also considers that Macy's needs to further improve its
integration of its stores and on-line business in order to
maintain a competitive advantage. In addition, rising commodity
costs are a concern and will likely place pressure on Macy's
earnings contributing to more moderate earnings growth in 2011than
experienced in 2010.

An upgrade would require greater comfort that Macy's financial
policy will remain balanced and prudent going forward. In
addition, an upgrade would require the company to maintain
modestly positive comparable store sales, solid operating
performance, and good liquidity. Quantitatively, debt to EBITDA
would need to remain around its current levels (3.1 times) and
EBITA to interest expense would need to be sustained above 4.0
times.

Ratings could be downgraded should Macy's operating performance
weaken such that it becomes likely that Macy's would maintain debt
to EBITDA above 4.25 times or EBITA to interest expense below 2.25
times for a sustained period. Negative rating pressure would also
develop should financial policy become more aggressive or should
the company's earnings remain essentially flat.

The principal methodology used in rating Macy's, Inc. was the
Global Retail Industry Methodogy, published in December 2006.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.

Macy's, Inc. is one of the United States' largest department store
operators with nearly 850 stores operating under the Macy's and
Bloomingdale's nameplates. Revenues are about $25 billion.


MARKWELL MOTOR: Jan. 23 Auction for Vacant Motor Club Building
--------------------------------------------------------------
Blair Kamin, writing for the Cityscapes journal in the Chicago
Tribune, says that a bankruptcy judge has ordered a June 23
auction for the former Chicago Motor Club building owned by Sam
Roti.  Signs on the now vacant 15-story skyscraper suggest an
opening bid of $500,000, although the purchase price is expected
to be in the millions, the report says.

Mr. Kamin notes that city officials has taken the first step
Friday to protect the small skyscraper, an Art Deco gem and a
symbol of Chicago's early infatuation with the automobile, from
the threat of demolition.  The draft agenda for the next meeting
of the Commission on Chicago Landmarks, indicates that the panel's
staff will recommend that the old Motor Club building, which was
designed by Chicago architects Holabird & Root and was completed
in 1928, be considered for city landmark status, according to
Mr. Kamin.

According to Mr. Kamin, developer Sam Roti had sought to convert
the former Motor Club building into one side of a Virgin Hotel
that also would have been housed in a thin new tower built
alongside it.  But the deal fell apart earlier this year, Mr. Roti
filed for Chapter 11 protection to stave off foreclosure.

                       About Markwell Motor

Markwell Motor Club LLC is a venture led by developer Sam Roti
that owns the historic Motor Club building in downtown Chicago.

Markwell Motor Club, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 10-47952) in Chicago on Oct. 27, 2010, estimating
assets of up to $50,000 and debts of up to $50,000,000.  The
Debtor is represented by Scott R. Clar, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago.  See
http://bankrupt.com/misc/ilnb10-47952.pdf

The Company sought Chapter 11 protection after mezzanine lender
Aries Capital LLC, which holds a $3.1 million junior mortgage on
the property, won a foreclosure judgement on the property in
September 2010.  The 78,775-square-foot building, also known as
Wacker Tower, was worth between $7.65 million and $9.15 million --
roughly half of its secured debt, according to Aries.


MATTHEW RYAN: Receiver Can Liquidate Assets; Faces Chapter 11 Case
------------------------------------------------------------------
TimesUnion.com reports that the judge overseeing the U.S.
Securities and Exchange Commission's civil case against Troy
businessman Matthew J. Ryan says the court-appointed receiver may
proceed with liquidating Mr. Ryan's real estate and artwork
holdings.

According to the report, Mr. Ryan, who pleaded guilty to
securities fraud and running a Ponzi scheme in a related criminal
case, had opposed attempts by receiver Paul Levine to sell his
buildings and art.  The money is expected to be used to repay
Ryan's financial advisory clients.

Chief U.S. District Court Judge Norman Mordue in Syracuse also
asked the SEC and Levine to file papers explaining whether Ryan's
real estate business should be placed in Chapter 11 bankruptcy
court reorganization.


MCNA CABLE: S&P Rates First-Lien Term Loan, Revolver 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Puerto Rico-based cable TV
operator MCNA Cable Holdings LLC's proposed $345 million first-
lien term loan and $25 million revolving credit facility at
subsidiary San Juan Cable LLC.

"We also assigned a 'CCC+' issue-level rating and '6' recovery
rating to the second-lien facilities at San Juan Cable Holdings.
Upon completion of the refinancing, the ratings on the company's
currently existing credit facilities at San Juan Cable LLC will be
withdrawn," S&P said.

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

The company intends to use the proceeds to refinance its current
capital structure, including about $144 million of accredited
value of debt at parent MCNA, as well as pay a $23.5 million
distribution to private-equity holders.

"Our ratings on MCNA reflect high financial risk from leverage of
about 7x debt to EBITDA, pro forma for the refinancing, including
our adjustments for operating leases," said Standard & Poor's
credit analyst Catherine Cosentino. The rating also reflects
lagging market penetration due, in part, to continued competition
from satellite direct-to-home (DTH) TV companies; lack of
geographic revenue diversity; uncertain demand for advanced
services; and competition from Telecomunicaciones de Puerto Rico
Inc. for telephony and data services. Tempering factors include
good revenue visibility from its subscription-based business model
and growth potential from bundled advanced services provided over
MCNA's upgraded cable plant.


MEDICAL ALARM: Joseph Noel Discloses 9.7% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Joseph A. Noel disclosed that he beneficially 9.7% of
the shares outstanding of Medical Alarm Concepts Holding, Inc.  As
of March 14, 2011, there were 316,862,868 shares of common stock
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Pncbth

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at Dec. 31, 2010 showed $1.53 million
in total assets, $3.58 million in total liabilities and $2.05
million in total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


METROPCS WIRELESS: S&P Keeps 'BB' Rating on Term Loan After Upsize
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' issue-level
rating on MetroPCS Wireless' term loan B-3 credit facility, which
the company is in the process of upsizing by at least
$600 million, remains unchanged, along with the '1' recovery
rating on the debt.

The company intends to use the proceeds to repay its existing
$535 million term loan B-1, and for general corporate purposes,
including spectrum acquisitions. "When the company reduced the
size of its planned financing in March 2011, we had anticipated
that it would likely seek additional debt financing as spectrum
purchase opportunities and favorable capital markets arose. Pro
forma for as much as $1 billion in incremental bank debt and
repayment of term loan B-1, leverage is likely to be in the high-
4x area for 2011, which remains in the parameters for the 'B+'
corporate credit rating, given our assessment of the company's
business risk profile as weak," S&P stated.

The 'B+' corporate credit rating on parent MetroPCS Communications
remains unchanged.

Ratings List

MetroPCS Communications Inc.
Corporate Credit Rating             B+/Stable/--

MetroPCS Wireless Inc.
Term Loan B-3                       BB
   Recovery Rating                   1


MGM RESORTS: Hearing Held to Consider MGM China's Listing on HKSE
-----------------------------------------------------------------
As previously announced, MGM Resorts International and Ms. Pansy
Ho are pursuing a proposed initial public offering of the shares
of MGM China Holdings Limited on the Hong Kong Stock Exchange.
The IPO and related transactions will be structured so that MGM
Resorts will obtain 51% ownership, and management control, of MGM
China upon consummation of the IPO.

In connection therewith, MGM Resorts announced that the Listing
Committee of the HKSE held a meeting on April 28, 2011 to consider
the application for the proposed listing of MGM China on the HKSE.
The Listing Committee has issued a comment letter as a part of
their ongoing review process.  MGM China continues to work closely
with the HKSE to address all remaining items in order to achieve a
prompt listing of its shares on the HKSE.  The timing or terms of
any such listing have not yet been determined, and there is no
assurance as to whether MGM China will ultimately proceed with the
listing, or whether the application will be approved by the HKSE.

The ordinary shares proposed to be offered by MGM China will not
be registered under the Securities Act, or any state securities
law and may not be offered or sold in the United States absent
registration under the Securities Act, or pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MIDWEST BANC: Plan Confirmation Hearing Set for May 25
------------------------------------------------------
American Bankruptcy Institute reports that a confirmation hearing
for Midwest Banc Holdings Inc. will be held on May 25, 2011.

As reported in the Troubled Company Reporter on May 4, 2011,
BankruptcyData.com said Midwest Banc and its official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
to reschedule from May 4, 2011 until May 25, 2011 a hearing to
consider its Disclosure Statement and Chapter 11 Plan of
Liquidation.

According to the Debtors, "Since the Objection Deadline, the Plan
Proponents have been working diligently to resolve Objections to
the Plan and/or Disclosure Statement. As a result of discussions
with Objecting Parties, the Plan Proponents believe that it may be
necessary or desirable to modify the Plan.  It is the Plan
Proponents' belief that the majority of the likely modifications
will not adversely change the treatment of Claims held by
Creditors or Equity Security Holders.  Certain modifications,
however, are being considered that might adversely affect the
treatment of some Creditors.  If such modifications are made, the
Plan Proponents would seek written consent from the affected
Creditors in advance of the Joint Hearing."

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank became subject to FDIC receivership in
May 2010.  Midwest Banc Holdings filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-37319) in Chicago on Aug. 20, 2010.
Hinshaw & Culbertson serves as bankruptcy counsel to the Debtor.
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.


MOHAWK INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calhoun,
Ga.-based Mohawk Industries Inc. to positive from stable.

"At the same time, we affirmed all of the ratings, including the
'BB+' corporate credit rating, on the company," S&P stated.

"The outlook revision reflects Mohawk's improving financial risk
profile following substantial debt reduction in 2010 and in Januar
2011, and prospects for gradually stronger demand and prices as
the U.S. economy recovers," said Standard & Poor's credit analyst
Thomas Nadramia. The company's total adjusted debt as of Dec. 31,
2010, was $2.0 billion, nearly $250 million less than a year
earlier. In addition, in January 2011 the company further reduced
debt balanced by about $170 million as it repaid its $300 million
5.75% senior notes with a combination of cash and revolving credit
borrowings. "As a result, we estimate the company's adjusted debt
to EBITDA strengthened to about 2.75x and funds from operations
(FFO) to debt improved to about 30%, both of which we consider
healthy for the current rating," S&P noted.

The ratings on Mohawk Industries Inc. reflect the company's strong
No. 2 global position in the carpet and floor coverings market,
with support from a portfolio of well-recognized brands covering
multiple price points and distribution channels. The ratings also
reflect Mohawk's vertically integrated operations, and diverse
customer base. However, Mohawk's markets are also highly
competitive and cyclical (subject to housing construction cycles
and variable consumer discretionary spending) with the majority of
its sales from the residential market. "As a result, we view the
company's business risk profile as satisfactory," S&P stated.

Mohawk is a total floor coverings company, providing one-stop
shopping to its customers. The company has the No. 2 position in
its largest business segment, Mohawk (about 53% of sales), for
carpets and rugs behind market leader Shaw (unrated) and holds the
market leading position in the U.S. in the ceramic tile sector
through its Dal-Tile segment (about 25% of sales). Mohawk's
Unilin segment (about 22% of sales) provides the company with an
important position in the growing laminate flooring market, with
opportunities for expansion of Mohawk's products into Europe.

"The outlook is positive, reflecting our expectations that
Mohawk's earnings should benefit over the next two years from
gradually improving volumes as the U.S. economy and housing
markets (both new and remodeling activity) gradually recover, and
that Mohawk's credit measures could remain at levels strong for
its current ratings, with adjusted leverage at 3x or less and FFO
to debt of about 30%. We could raise the corporate credit rating
to 'BBB-' if credit metrics are sustained at these levels. An
upgrade would also be predicated on our expectation that
management would pursue any investments or growth opportunities in
a manner that would be consistent with the higher rating, i.e.,
any increase in leverage for acquisitions or growth opportunities
above 3.0x will be mitigated by rapid de-leveraging made possible
by dedication of cash flows to reduce debt. We would also expect
that significant or transformational investments or acquisitions
would be partially funded with equity such that leverage remained
in a relatively narrow range close to investment-grade levels
until de-leveraging could occur," S&P explained.

According to S&P, "We could revise the outlook to stable if the
U.S. economic recovery falters and consumer and commercial demand
for Mohawk's products drops substantially, or if price increases
are insufficient to offset higher input costs, causing credit
metrics to deteriorate from current levels with leverage exceeding
3.25x on a sustained basis."


MOMENTIVE PERFORMANCE: 2011 Incentive Compensation Plan Okayed
--------------------------------------------------------------
The Compensation Committee of Momentive Performance Material
Inc.'s Board of Directors, the Compensation Committee of the Board
of Managers of Momentive Performance Materials Holdings LLC, the
Company's indirect parent company and the Compensation Committee
of the Board of Directors of Momentive Specialty Chemical Inc.,
the Company's affiliate, approved the 2011 annual incentive
compensation plan for the Parent and its subsidiaries.  Each of
the Company's named executive officers and other specified members
of management are eligible to participate in the 2011 IC Plan.
Any incentive compensation earned by Messrs. Morrison, Carter,
Johns and Greene, executives who provide services to both MSC and
us under the Shared Services Agreement dated Oct. 1, 2010 between
the Company and MSC, would be paid by the executive's employer,
MSC in the case of Messrs. Morrison and Carter and the Company in
the case of Messrs. Johns and Greene, and allocated along with
other expenses under the Shared Services Agreement.  The target
awards for these executives expressed as a percentage of their
base salary are as follows: Mr. Morrison- 100%, Messrs. Carter and
Delarge- 80%, Mr. Modak- 60%, Messrs. Johns and Greene- 50%, and
Mr. Dandolph - 40%.

Under the 2011 IC Plan, the Company's executive officers have the
opportunity to earn cash bonus compensation based upon the
achievement of certain division or global performance targets
established with respect to the plan.  The performance targets are
established based on the following performance criteria: EBITDA
adjusted to exclude certain non-cash, certain non-recurring
expenses and discontinued operations, Environment, Health & Safety
statistics, cash flow, and the achievement of cost savings related
to the Shared Services Agreement, which the Company refers to as
Synergies.  Global targets for Segment EBITDA, EH&S statistics,
cash flow, and Synergies for our executive officers are based upon
the results of the Parent and its subsidiaries, including the
Company's results and the results of MSC.  Division targets for
the Company's executive officers are based solely on the Company's
operations.

The performance criteria for participants are weighted by
component.  The Company's executive officers have 50% of their
incentive compensation tied to achieving global or division
Segment EBITDA targets, 10% tied to the achievement of global or
division EH&S goals, 30% tied to the achievement of global or
division cash flow targets, and 10% tied to the achievement of
global Synergies.  Minimum, target and maximum threshold targets
were established for Segment EBITDA, cash flow and Synergies.  The
EH&S target has two equally-weighted components, an occupational
illness and injury rate and a lost-time injuries rate, each with
one target threshold.

The minimum thresholds for Segment EBITDA, cash flow and Synergies
were set at 90%, 80% and 60% of the targets, respectively, and the
maximum thresholds were set at 110%, 120% and 140% of the targets,
respectively.  The payouts for achieving the minimum thresholds
are 50% of the allocated target award for the component and the
payouts for the maximum thresholds are 175% or 200% of the
allocated target award, depending on the executive's position.
The payout for achieving the target for either EH&S component is
50% of the allocated target award for this component.

The Segment EBITDA, cash flow and Synergy elements under the 2011
IC Plan act independently such that a payout of one element is
possible even if the minimum target threshold for the other is not
achieved, while any payout for achievement of an EH&S target is
contingent upon the achievement of the applicable division or
global Segment EBITDA target.

Any payments under the 2011 IC Plan are subject to the approval of
audited annual financial results by the Company's Audit Committee
and the Audit Committees of Parent and MSC.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.29 billion
in total assets, $3.89 billion in total liabilities and
$604.09 million in total deficit.

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: 2011 Incentive Compensation Plan Approved
--------------------------------------------------------------
The Compensation Committee of Momentive Specialty Chemicals Inc.'s
Board of Directors, the Compensation Committee of the Board of
Managers of Momentive Performance Materials Holdings LLC, the
Company's indirect parent company and the Compensation Committee
of the Board of Directors of Momentive Performance Materials Inc.,
the Company's affiliate, approved the 2011 annual incentive
compensation plan for the Parent and its subsidiaries.  Each of
the Company's named executive officers and other specified members
of management are eligible to participate in the 2011 IC Plan.
Any incentive compensation earned by Messrs. Morrison, Carter, and
Ms. Sonnett, executives who provide services to both MPM and the
Company under the Shared Services Agreement dated Oct. 1, 2010,
between the Company and MPM would be paid by the Company and
allocated along with other expenses under the Shared Services
Agreement.  The target awards for these executives, expressed as a
percentage of their base salary, are as follows: Mr. Morrison-
100%, Messrs. Carter and Bevilaqua- 80%, Mr. Plante- 70%, and Ms.
Sonnett- 60%.

Under the 2011 IC Plan, the Company's executive officers have the
opportunity to earn cash bonus compensation based upon the
achievement of certain division, or global performance targets
established with respect to the plan.  The performance targets are
established based on the following performance criteria: EBITDA
adjusted to exclude certain non-cash, certain non-recurring
expenses and discontinued operations, Environment, Health & Safety
statistics, cash flow, and the achievement of cost savings related
to the Shared Services Agreement, which the Company refers to as
Synergies.  Global targets for Segment EBITDA, EH&S statistics,
cash flow, and Synergies for the Company's executive officers are
based upon the results of the Parent and its subsidiaries,
including the Company's results and the results of MPM.  Division
targets for the Company's executive officers are based solely on
the Company's operations.

The performance criteria for participants are weighted by
component.  The Company's executive officers have 50% of their
incentive compensation tied to achieving global or division
Segment EBITDA targets, 10% tied to the achievement of global or
division EH&S goals, 30% tied to the achievement of global or
division cash flow targets, and 10% tied to the achievement of
global Synergies.  Minimum, target and maximum threshold targets
were established for Segment EBITDA, cash flow and Synergies.  The
EH&S target has two equally-weighted components, an occupational
illness and injury rate and a lost-time injuries rate, each with
one target threshold.

The minimum thresholds for Segment EBITDA, cash flow and Synergies
were set at 90%, 80% and 60% of the targets, respectively, and the
maximum thresholds were set at 110%, 120% and 140% of the targets,
respectively.  The payouts for achieving the minimum thresholds
are 50% of the allocated target award for the component and the
payouts for the maximum thresholds are 175% or 200% of the
allocated target award, depending on the executive's position.
The payout for achieving the target for either EH&S component is
50% of the allocated target award for this component.

The Segment EBITDA, cash flow and Synergy elements under the 2011
IC Plan act independently such that a payout of one element is
possible even if the minimum target threshold for the other is not
achieved, while any payout for achievement of an EH&S target is
contingent upon the achievement of the applicable division or
global Segment EBITDA target.

Any payments under the 2011 IC Plan are subject to the approval of
audited annual financial results by the Company's Audit Committee
and the Audit Committees of Parent and MPM.

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at Dec. 31, 2010 showed $3.13 billion
in total assets, $5.15 billion in total liabilities and $2.02
billion in total deficit.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MPG OFFICE: Compensation Committee Revises Director Equity Awards
-----------------------------------------------------------------
Effective April 25, 2011, the Compensation Committee of the Board
of Directors approved a change in the type of equity awards
granted to non-employee directors of MPG Office Trust, Inc.
Commencing as of the date of the Company's 2011 annual meeting of
stockholders, each independent director will be granted an award
of 25,000 restricted stock units, with dividend equivalents,
effective immediately following such annual meeting of
stockholders, provided that he or she continues to serve as an
independent director following such annual meeting.  Independent
directors no longer receive awards of stock options upon re-
election to the Board.  The terms of the Company's director
compensation program otherwise remain unchanged.

Effective April 25, 2011, in order to implement the revision to
the Company's director equity program, the Board adopted the Third
Amendment to the Second Amended and Restated 2003 Incentive Award
Plan.

Meanwhile, on April 26, 2011, the Company completed the
disposition of 550 South Hope located in Los Angeles, California.
As a result of the disposition, the Company was relieved of the
obligation to repay the $200.0 million mortgage loan secured by
the property as well as contractual and default interest.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.77 billion
in total assets, $3.81 billion in total liabilities and $1.04
billion in total deficit.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEFF RENTAL: S&P Assigns 'B' CCR, Says Outlook is Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Miami, Fla.-based Neff Rental LLC.

"At the same time, we are assigning a preliminary 'B-' issue-level
rating to the company's notes with a recovery rating of '5'. The
outlook is stable," S&P stated.

"The preliminary ratings on Neff reflect our assessment of the
company's weak business risk profile as a regional construction
equipment rental provider and its aggressively leveraged financial
risk profile," said Standard & Poor's credit analyst John Sico.
Neff is a successor company to Neff Rental Inc., now owned by
financial sponsor Wayzata Investment Partners. Neff will use the
proceeds from the new notes to repay its unrated asset-based loan
(ABL) credit facility and to fund a return of capital to the
sponsor.

Neff's financial risk profile is aggressive. Its predecessor
entity emerged from bankruptcy in 2010 following the severe
economic downturn. Pro forma for the new note offering, total debt
to EBITDA (adjusted for operating leases) was about 4x as of Dec.
31, 2010. "We believe its credit measures will likely stabilize
this year. The ratings incorporate no large acquisition or
sponsor-friendly initiatives, including no further dividend
payments," S&P stated.

The outlook is stable. "We could lower the ratings if Neff's
operating performance deteriorates or its cash flow generation
remains weak and its earnings prospects remain weak," Mr. Sico
continued. "We could also lower the ratings if its minimum
availability under the ABL declines and the company violates, or
appears to us increasingly likely to violate, its financial
maintenance covenants. Although unlikely in the next year or so,
we could upgrade the ratings if operating performance improves
well beyond our expectations, given the potential rebound in the
business cycle."


NORTEL NETWORKS: RPX May Bid Against Google for 6,000 Patents
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
RPX Corp. is among companies that may bid against Google Inc. to
buy the portfolio of 6,000 patents and patent applications owned
by Nortel Networks Inc.  A lawyer for RPX, a patent-buying firm,
said during a May 2 hearing that his client may bid.

Research in Motion Ltd., the Blackberry maker, may also bid,
according to two people familiar with the plans.

As reported in the May 3 edition of the Troubled Company Reporter,
Nortel has obtained orders from the U.S. Bankruptcy Court for the
District of Delaware and the Ontario Superior Court of Justice
approving the "stalking horse" asset sale agreement with Ranger
Inc., a wholly owned subsidiary of Google Inc. for the sale of all
of Nortel's remaining patents and patent applications for a cash
purchase price of US$900 million.

Qualified bidders will be required to submit offers for the patent
portfolio by June 13, 2011, subject to any permitted extensions.
Competing qualified bids would then be expected to proceed to an
auction, currently scheduled for June 20, 2011.  Following
completion of the bidding process, the sale will require final
approval of the U.S. and Canadian courts.

If outbid at the auction, Google gets up to $29 million as
consolation, a sum that includes a $25 million breakup fee.
Results of the auction will be evaluated at a joint hearing of the
U.S. and Canadian courts June 30.

So far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OLD COLONY: Proposes June 10, 2011 Claims Bar Date
--------------------------------------------------
Old Colony LLC asks the Hon. Henry J. Boroff of the U.S.
Bankruptcy Court for the District of Massachusetts to set June 10,
2011, as the deadline for creditors to file proofs of claim.

The Debtor tells the Court that it is preparing to file a plan of
reorganization and disclosure statement, and in connection
therewith, desires to determine the amounts various creditors
allege to be due.

Saugus, Massachusetts-based Old Colony, LLC, dba The Inn At
Jackson Hole, filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F.
Farrell, Jr., Esq., at Anderson Aquino LLP, assists the Debtor in
its restructuring effort.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


PALM HARBOR: U.S. Trustee Amends List of Members of Committee
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, filed a
second amended list of members of the Official Committee of
Unsecured Creditors of Palm Harbor Homes Inc. and its debtor-
affiliates.

The present members of the Creditors Committee:

   1) American Stock Transfer & Trust Company LLC
      Attn: David H. Brill
      62-01 15th Avenue
      Brooklyn, NY, 11219
      Phone: 718-921-8528
      Fax: 718-921-8366

   2) AQR Absolute Return Master Account, LP
      c/o CNH Partners
      Attn: Todd Pulvino
      2 Greenwich Plaza, 1st Floor
      Greenwich, CT 06830
      Phone: 203-742-3002

   3) Greenwood Capital, LP
      Attn: Steven Tannenbaum
      222 Berkeley Street, 17th Floor
      Boston, MA 02116
      Phone: 617-236-4240
      Fax: 617-236-4244

   4) Centaur Performance Group
      Attn: Brad Lo Gatto
      500 West Putnam Avenue, 3rd Floor,
      Greenwich, CT 06830
      Phone: 203-618-3319
      Fax: 203-618-3402

   5) Kinro, Inc.
      Attn: Jim Montague
      2703 College Avenue
      Goshen, IN, 46528
      Phone: 574-312-6022
      Fax: 574-534-3475

   6) Atlantic Service & Supply LLC
      Attn: Forrest Campbell
      6525 Baker Blvd.
      Richland Hills, TX 76118
      Phone: 817-589-1265
      Fax: 817-284-7211

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 Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PALM HARBOR: Has Until May 27 to File Chapter 11 Plan
-----------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended the exclusive periods of Palm
Harbor Homes Inc. and its debtor-affiliates to file a Chapter 11
plan until May 27, 2011, and solicit acceptances of that plan
until July 29, 2011. The Debtors said the extension will provide
them with sufficient time to submit a viable Chapter 11 plan.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PILGRIM'S PRIDE: Mirant, Not Perdue, Applies to Fee Enhancement
---------------------------------------------------------------
Bankruptcy Judge D. Michael Lynn granted CRG Partners Group LLC's
request for a $1 million fee enhancement in the bankruptcy case of
Pilgrims Pride Corporation.

CRG filed its "Amended Application of CRG Partners Group LLC for
Upward Adjustment to Traditional Lodestar Calculation.  In the
Application" on June 1, 2010.  The United States Trustee objected
to the Application, arguing that the Supreme Court's decision in
Perdue v. Kenny, 103 S.Ct. 1662 (2010), should apply to the
court's consideration of the Application and that CRG failed to
meet the requirements of Perdue.  The U.S. Trustee took the
position at the June 8, 2010 hearing that CRG would not be
entitled to a fee enhancement of $1 million even under the
standards set forth in In re Mirant, 354 B.R. 113, 142-144 (Bankr.
N.D. Tex. 2006), aff'd, 308 F. App'x 824 (5th Cir. 2009), but did
not otherwise brief the issue.

On June 8, 2010, the Bankruptcy Court ruled that Perdue applied
to bankruptcy fee enhancements and denied the Application.  On
Feb. 14, 2011, the U.S. District Court for the Northern District
of Texas reversed the Bankruptcy Court's decision, holding that
Perdue does not apply outside the context of federal fee shifting
statutes and remanding the Application to the Bankruptcy Court for
analysis in light of the applicable authorities.

Based on the District Court's guidance, the Bankruptcy Court
concluded that the standard applied in Mirant is the appropriate
standard and now applies that standard to the Application based
upon the evidence presented on June 1, 2010.

In Mirant, Judge Lynn set forth four factors that should be
considered in making an upward adjustment to the fees earned under
a lodestar analysis:

     -- There must be a spectacular result, which the applicant
        helped to bring about;

     -- The applicant must have demonstrated exceptional
        efficiency in performing the services and must not have
        been wasteful of estate resources;

     -- The applicant must have carried out its fiduciary
        responsibilities, including ensuring that its clients
        understood and carried out their fiduciary duties as well;
        and

     -- The applicant must have provided high quality services at
        a lower cost than other comparable professionals.

The Bankruptcy Court held that CRG satisfied the Mirant factors.
First, the case resulted in a 100% dividend to creditors, which is
both a rare and exceptional result. That result is at least
partially to the credit of CRG's management, operational
improvements, business restructuring and negotiations with the
various constituencies.  Second, the case was completed in a year,
which signals an efficient use of the bankruptcy process and a
significant savings in administrative costs.  Third, CRG performed
its fiduciary duties to these bankruptcy estates and guided the
Debtors in doing the same. The record shows that CRG sometime made
decisions and took positions that were not popular with the
Debtors' management or board of directors, but which CRG believed
were in the best interests of the estates.  Finally, CRG performed
quality work in a complex case at lower rates than other similar
professionals.  The Court noted that each of these conclusions is
bolstered by the testimony of Nancy Rapoport, Chairman of the Fee
Review Committee for the Debtors.

A copy of the Court's April 28, 2011 Findings of Fact and
Conclusions is available at http://is.gd/hkxzUsfrom Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on Dec. 28, 2009.


PLATINUM PROPERTIES: Sec. 341 Creditors' Meeting Set for June 8
---------------------------------------------------------------
The United States Trustee for the Southern District of Indiana
will convene a meeting of creditors in the bankruptcy case of
Platinum Properties LLC on June 8, 2011, at 10:00 a.m., at Rm.
416C U.S. Courthouse, 46 E. Ohio St., in Indianapolis.  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.

               About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 (Bankr. S.D.
Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011.  Platinum
Properties estimated assets of up to $50 million and liabilities
of $100 million to $500 million.  Lawyers at Baker & Daniels serve
as the Debtors' bankruptcy counsel.


PLATINUM PROPERTIES: Taps Baker & Daniels as Bankruptcy Counsel
---------------------------------------------------------------
Platinum Properties LLC and PPV LLC seek Bankruptcy Court
permission to employ as bankruptcy counsel:

          Jay Jaffe, Esq.
          Jennifer A. Pearcy, Esq.
          BAKER & DANIELS LLP
          600 East 96th Street, Suite 600
          Indianapolis, IN 46240
          Tel: 317-569-4840
          Fax : 317-237-8484
          E-mail: jay.jaffe@bakerd.com
                  jennifer.pearcy@bakerd.com

               - and -

          Kayla D. Britton, Esq.
          Shiv Ghuman O'Neill, Esq.
          BAKER & DANIELS, LLP
          300 N. Meridian Street, Suite 2700
          Indianapolis, IN 46204
          Tel: 317-237-0300
          Fax: 317-237-1000
          E-mail: kayla.britton@bakerd.com
                  shiv.oneill@bakerd.com

The Debtors proposes to pay Baker & Daniels on an hourly fee
basis.  Baker & Daniels who will represent the Debtors and their
current standard hourly rates are:

          * Jay Jaffe, $525.00 per hour;
          * Shiv G. O'Neill, $355.00 per hour;
          * Jennifer A. Pearcy, $295.00 per hour;
          * Kayla D. Britton, $195.00 per hour; and
          * Sarah B. Herendeen, $210.00 per hour

Prior to the Petition Date, Baker & Daniels received a $100,000
retainer for services to be rendered in connection with the
bankruptcy cases. The Retainer was applied to prepetition amounts
due to Baker & Daniels prior to the filing of the Chapter 11
Cases.  Baker & Daniels no longer holds a retainer.

Mr. Jaffe, a partner at the firm, attests that Baker & Daniels has
no connection with the creditors or other parties-in-interest or
their respective attorneys that would prevent Baker & Daniels from
representing the Debtors.  Baker & Daniels does not hold or
represent any interest adverse to the Debtors' estates.  Baker &
Daniels is a disinterested person as that term is defined in the
Bankruptcy Code.

               About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 (Bankr. S.D.
Ind. Case Nos. 11-05140 and 11-05141) on April 25, 2011.  Platinum
Properties estimated assets of up to $50 million and liabilities
of $100 million to $500 million.


PLATINUM STUDIOS: Lawrence White Appointed Interim CFO
------------------------------------------------------
The Board of Directors of Platinum Studios, Inc., appointed
Lawrence "Larry" White as the Company's Interim Chief/Principal
Financial Officer and Corporate Secretary.  Mr. White became a
member of the Company's Board of Directors on March 2, 2011.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $10.47 million
in total assets, $26.99 million in total liabilities and a $16.52
million shareholders' deficit.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


POTOMAC CONSTRUCTION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Potomac Construction Industries, Inc.
        dba PCI Potomac Construction Industries
        P.O. Drawer 768
        Martinsburg, WV 25402

Bankruptcy Case No.: 11-00855

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                  Case No.
  ------                                  --------
Potomac Construction Equities, LLC        11-bk-00856
Potomac Construction Leasing, LLC         11-bk-00857

Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: A. Carter Magee, Jr., Esq.
                  MAGEE GOLDSTEIN LASKY AND SAYERS, PC
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Fax: (540) 343-9898
                  E-mail: cmagee@mglspc.com

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

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

The petition was signed by Michael J. Abbruzzese, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Essroc Cement Corporation          Forbearance            $341,918
c/o Christopher C. Luttrell, Esq.  Agreement
Luttrell & Prezioso PLLC
206 West Burke Street
Martinsburg, WV 25401

Holcim (US) Inc.                   Trade Debt             $263,189
P.O. Box 75562
Charlotte, NC 28262

City National Bank of West         Corporate Guaranty     $200,000
Virginia                           of Business Loan
King Street Branch
P.O. Box 2569
Martinsburg, WV 25402

Valley Quarries, Inc.              Trade Debt             $139,718

BB&T Bankcard Corporation          Credit Card            $121,798

R.M. Roach & Sons Inc.             Trade Debt             $120,535

Martin Marietta Materials, Inc.    Lease and Supply       $109,266
                                   Agreement

State of West Virginia             Sales and Use Taxes     $79,089

LDH Electrical Contractors, Inc.   Trade Debt              $68,718

General Hauling                    Hauling Services        $57,133

South Berkeley Wrecker Service     Wrecker Services        $55,367

Carolina Stalite Company           Trade Debt              $41,230

Concrete Plants, Inc.              Trade Debt              $34,211

W. R. Grace & Co.- Conn.           Chemical Admixture      $27,273
                                   Supplies/Trade Debt

Separation Technologies, LLC       Trade Debt              $23,753

Unemployment Compensation Division Unemployment Taxes      $21,978

Hayden Harper, Inc.                Consulting Services     $16,975

Berkeley County Sheriff's Tax      Personal Property       $13,819
Office                             Taxes

Internal Revenue Service           941 Taxes               $12,915

State of West Virginia             Sales and Use Taxes     $10,827


QUANTUM FUEL: Sr. Lender Demands $500,000 Due Under Term Note B
---------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s senior lender
demanded payment of $500,000 of principal due under the promissory
note referred to in the Company's financial statements and notes
to financial statements as "Term Note B".  The Company exercised
its contractual right to satisfy the payment demand in shares of
its common stock and will deliver 163,881 shares in payment of
such demand on April 29, 2011.

The issuance of the shares triggered the full ratchet anti-
dilution price reset provision contained in the warrants issued by
the Company on Oct. 27, 2006.  The exercise price for the October
2006 Warrants was reset from $4.1936 to $3.0510 and the number of
shares subject to the October 2006 Warrants was increased from
929,496 to 1,277,593.

The shares issued by the Company to its senior lender were issued
to an accredited investor in a transaction exempt from
Registration pursuant to Section 4(2) of the Securities Act of
1933.  The transactions did not involve a public offering, were
made without general solicitation or advertising, and there were
no underwriting commissions or discounts.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RADICAL BUNNY: SEC Wins Judgement for $197-Mil. Mortgage Scheme
---------------------------------------------------------------
Moe Bedard at Home Loan News reports that, on April 12, 2011, the
U.S. District Court for the District of Phoenix issued an order
granting the Securities and Exchange Commission's motion for
summary judgment against defendants Tom Hirsch of Paradise Valley,
Ariz.; Berta Walder and Howard Walder of Phoenix; and Harish P.
Shah of Phoenix.  The order found that the defendants, through
their company, Radical Bunny LLC, pooled investor funds to make
loans to Mortgages Ltd. and made material misrepresentations and
omissions to investors.

According to SEC, the Order found that the defendants violated the
securities registration, antifraud, and broker-dealer registration
provisions of the federal securities laws.  The final judgment,
entered on April 28, 2011, permanently enjoins the defendants from
violating the securities registration, antifraud, and broker-
dealer registration provisions, and further orders the defendants
to disgorge their ill-gotten gains (Hirsch was ordered to disgorge
$1,245,220, the Walders $1,245,217, and Shah $740,160) plus
prejudgment interest, and each defendant was ordered to pay civil
penalties of $120,000.

The SEC's complaint, which was filed on July 28, 2009, alleged
that Radical Bunny and the defendants raised $197 million from
investors nationwide and that they made a series of
misrepresentations and omissions to investors about the safety and
security of the investment and the applicability of the securities
laws to their offering.  In particular, the complaint alleged that
the defendants falsely represented that Radical Bunny held a
secured interest in real estate and Mortgages Ltd.'s assets even
after their attorneys repeatedly advised them that documentation
of that security interest was either non-existent or defective.

Previously, Radical Bunny, through its Chapter 11 bankruptcy
trustee, consented to the entry of a judgment of permanent
injunction entered by the Court on Nov. 4, 2009, which permanently
enjoined Radical Bunny from violating the securities registration
and antifraud provisions.

The SEC acknowledges the substantial assistance of the Securities
Division of the Arizona Corporation Commission in its
investigation and the litigation.

                       About Radical Bunny

On Oct. 8, 2008, three investors -- Cathy Baker of Chandler; Laing
Kandel of Brooklyn, New York; and Steven Friedberg -- filed an
involuntary petition under Chapter 7 of the Bankruptcy Code
against Radical Bunny LLC in the U.S. Bankruptcy Court for the
District of Arizona.  Carlos M. Arboleda, Esq. --
arboledac@abfirm.com -- at Arboleda Brechner, in Phoenix, Arizona,
represents the petitioning creditors.

On Oct. 20, 2008, the bankruptcy judge entered an order converting
the case to Chapter 11 (Bankr. D. Ariz. Case No. 08-13884).  The
Debtor's estate is currently controlled by a trustee, G. Grant
Lyon.

Judge Charles G. Case II presides over the case.

Mr. Lyon, as the Chapter 11 trustee, is represented by:

       Jordan A. Kroop, Esq.
       Shelton L. Freeman, Esq.
       Thomas j. Salerno, Esq.
       SQUIRE, SANDERS & DEMPSEY (US) LLP
       1 E Washington St #2700
       Phoenix, AZ 85004
       Tel: (602) 528-4024
       Fax: (602) 253-8129
       E-mail: jkroop@ssd.com
               tsalerno@ssd.com


REGEN BIOLOGICS: Faces Suit Over Patent Issues of Off Madison
-------------------------------------------------------------
MassDevice.com reports that a public relations firm is suing
bankrupt ReGen Biologics Inc., accusing the company of violating a
slew of patents and trademarks covering its Menaflex knee device
after transferring the rights.

The complaint, filed in the U.S. District Court for Arizona by Off
Madison Ave. Inc., alleges that ReGen violated eight patents and
five trademarks after assigning them to the Tempe, Ariz.-based
public relations firm.

                       About ReGen Biologics

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REVLON CONSUMER: Reports $12 Million Net Income in March 31 Qtr.
----------------------------------------------------------------
Revlon Consumer Products Corporation filed with the U.S.
Securities and Exchange Commission a Form 10-Q, reporting net
income of $12.00 million on $333.20 million of net sales for the
three months ended March 31, 2011, compared with net income of
$4.20 million on $305.50 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed $1.14 billion
in total assets, $1.78 billion in total liabilities, and a
$644.30 million total stockholders' deficiency.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/SaM2KV

                       About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

As reported by the TCR on Dec. 2, 2010, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Revlon
Consumer Products Corp. to 'B+' from 'B'.  "S&P raised the ratings
on Revlon Consumer Products Corp. to reflect the continued
improvements in operating performance, credit metrics, and its
enhanced liquidity profile," said Standard & Poor's credit analyst
Susan Ding.

In April 2011, Moody's Investors Service upgraded Revlon Consumer
Products Corporation's Corporate Family and Probability of Default
ratings to B1 from B2.  The upgrade of Revlon's Corporate Family
rating to B1 reflects the company's ability to sustain operating
and financial momentum despite the ongoing challenges of the
macroeconomic environment and intensified competitive environment.
Revlon's credit metrics continue to improve modestly driven by
strong profitability and cash flow generation with further gains
expected in fiscal 2011.


RIO RANCHO: Gets Approval to Use Cash Collateral Until May 29
-------------------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California authorized Rio Rancho Super Mall
LLC to use, on a final basis, cash collateral of Wilshire State
Bank until May 29, 2011, pursuant to a budget.

On the Debtor's bankruptcy filing, it owes $10.42 million to the
bank under the terms and condition of a certain note dated April
6, 2006.  The note was made and executed by the Debtor and
delivered to Mire Bank.  Wilshire Bank acquired all assets of Mire
Bank under an asset purchase deal with the Federal Deposit
Insurance Corporation.

Among other things, the remaining balance due under that note is
$9.81 million, and accrued interest of $172,889.  Wilshire Bank
further alleges that interest continues to accrue at the
applicable rate set forth in a loan agreement.

As adequate protection, the Debtor granted Wilshire Bank (i)
security for obligations of the Debtor to WSG, and (ii) a post-
petition security interest in and replacement lien upon the
following post-petition collateral.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?75ed

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets and $12,253,866 in debts as of the Chapter 11 filing.


RIO RANCHO: Court Sets June 5 Claims Bar Date
---------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California granted on April 21, 2011, the
request to set bar date for filing proofs of claim filed by Rio
Rancho Super Mall LLC.  The bar date will be 45 days after entry
of the order.

All Proofs of Claim in this case will be filed with the Clerk of
the Bankruptcy Court located at 3420 Twelfth Street, Riverside, CA
92501.

                          About Rio Rancho

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection on March 2,
2011 (Bankr. C.D. Calif. Case No. 11-16835).  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets, and$12,253,866 in debts.


ROSSCO HOLDING: Proposes $19.5-Mil. Sale of College Station
-----------------------------------------------------------
Rossco Holding Inc. asks the U.S. Bankruptcy Court for the Central
District of California to approve proposed bidding procedures to
govern the sale of College Station, which comprises multiple
parcels of real property located in the County of Brazos, Texas.

The Debtor has signed a contract to sell the property to Woodridge
Capital France Fund I LLC, absent higher and better offers.
Woodridge is in the business of acquiring, developing and
operating real property assets.

The Debtor says the proposed sale is a deal by which it will
receive a combined cash of $19.5 million plus a significant
ownership in the limited liability company that will carry out and
own a portion of the major development that is planned for the
properties through a 50% ownership in the sponsor member.

According to the Debtor, the sale provides the Debtor with over
$4 million in cash consideration, a corresponding interest in the
sponsor member and its $5.5 million capital account, and a
participatory role in the development.  As a result, the sale not
only brings in cash with which the Debtor can fund a plan of
reorganization and pay the claims of its creditors, but ensures
that the Debtor has an ongoing business to reorganize.

The deal does not provide any break-up fee in the event the Court
does not approve the sale or in the event Woodridge is outbid at
an auction for the assets.

A hearing on the proposed bidding procedures is scheduled for
May 3, 2011.  Under the schedule proposed by the Debtor,
interested parties are required to submit bids by May 18, 2011.
The Debtor will seek approval of the sale to Woodridge or the
winning bidder on May 24, 2011.

A full-text copy of the Contribution And Sale Contract is
available for free at http://ResearchArchives.com/t/s?75e1

                    About Rossco Holdings, Inc.

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection on Aug. 2, 2010 (Bankr. W.D. Tex. Case No.
10-60953).  The new California Case No. of Rossco Holdings is
LA10-55951BB.  Ronald E. Pearson, Esq., at Pearson & Pearson,
represents the Debtor.  The Debtor disclosed $28,415,681 in assets
and $10,567,302 in liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


SAI KRUPA: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Sai Krupa, LLC
        3239 Point Mallard Parkway
        Decatur, AL 35601

Bankruptcy Case No.: 11-81613

Chapter 11 Petition Date: May 3, 2011

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

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

Scheduled Assets: $1,953,105

Scheduled Debts: $2,030,506

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-81613.pdf

The petition was signed by Sunil Patel, managing member.


SEQUENOM, INC: Chinese University License Pact Kept Confidential
----------------------------------------------------------------
Sequenom, Inc., submitted an application under Rule 24b-2
requesting confidential treatment for information it excluded from
the Exhibits to a Form 10-K filed on March 9, 2011 and amended on
April 25, 2011.

Based on representations by Sequenom, Inc., that this information
qualifies as confidential commercial or financial information
under the Freedom of Information Act, 5 U.S.C. 552(b)(4), the
Division of Corporation Finance has determined not to publicly
disclose it.  Accordingly, excluded information from the License
Agreement with The Chinese University of Hongkong will not be
released to the public until March 9, 2016.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$174.27 million in total assets, $23.54 million in total
liabilities, and $150.73 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SEQUOIA PARTNERS: Wants Plan Extension as Key Case Ongoing
----------------------------------------------------------
Sequoia Partners, LLC, asks the U.S. Bankruptcy Court for the
District of Oregon to extend its exclusivity periods to file a
plan and to obtain acceptances thereof by 90 days.  Sequioia's
exclusive period to file a plan will expire on April 28, 2011.

Sequoia says it is simultaneously litigating its bankruptcy case
and its adversary proceeding against Rogue River Mortgage, LLC,
Paradise Ranch Land Development, LLC and Lynn Costantino.  The
outcome of the adversary proceeding (Case No. 10-06270) will
determine the parties' rights to and interests in Sequoia's
primary asset -- the property underlying the Paradise Ranch Resort
& Golf Planned Community.

Additionally, the Debtor relates that its case is still in the
early stages, that this is its first request for the extension of
the exclusivity period, and that the requested extension will not
prejudice creditors, rather it will facilitate global settlement
of this case which would benefit all parties.

                    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.


S.H.S. RESORT: Helios Still Objecting to Revised Plan
-----------------------------------------------------
Helios AMC, as agent for creditor German American Capital
Corporation, objects to approval of the disclosure statement
explaining S.H.S Resort LLC's proposed amended Chapter 11 plan of
reorganization.

The Debtor has filed a second amended plan and disclosure
statement to satisfy objections by Helios.

A copy of the Disclosure Statement, as amended, is available for
free at http://ResearchArchives.com/t/s?75e4

A full-text copy of the Chapter 11 Plan, as amended, is available
for free at http://ResearchArchives.com/t/s?75ee

Under the Plan, Helios' $29 million claim will be split into a
secured claim equal to $13.8 million and an undersecured claim
equal to $16 million.  For the secured portion of the claim, the
Debtor proposes to pay (i) $2.8 million from the proposed sale of
an 8-acre parcel of the Debtor's property, (ii) $3 million or $4
million from a "$5 million of nondebtor cash" infusion and (iii)
the remaining amount through a 10-year balloon payment, which a
mount would accrue interest and "be paid on the basis of a 25 year
amortization".  As to the undersecured portion of Helios' claim
(equal to $16 million), the Debtor proposes to pay Helios $4
million.  Payment would be at a rate of $500,000 per year with for
4 years, with a $2 million balloon payment.

Helios complains that, among other things, the plan like the
previous plan, does not propose any contingency if the proposed
sale of the 8-acre was not completed.  It added that no details
are provided as to as to where the $5 million was coming from or
when it would be available.

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, assist the Debtor in its restructuring effort.  The Debtor
scheduled $8,105,980 in assets and $31,705,109 in liabilities.


SINHA ENTERPRISES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Sinha Enterprises, Inc.
        1160 Ormewood Avenue
        Atlanta, GA 30316

Bankruptcy Case No.: 11-63703

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Joel M. Haber, Esq.
                  LAW OFFICE OF JOEL M. HABER
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  E-mail: joel@joelhaber.com

Scheduled Assets: $1,035,000

Scheduled Debts: $1,808,000

The petition was signed by Gobind Madan, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fulton County Tax Commissioner     --                      $50,000
City of Atlanta
141 Pryor Street
Atlanta, GA 30303


SJT VENTURES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SJT Ventures, LLC
        8001 LBJ Freeway, 3rd Floor
        Dallas, TX 75251

Bankruptcy Case No.: 11-33030

Chapter 11 Petition Date: May 2, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $2,025,300

Scheduled Debts: $2,503,130

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33030.pdf

The petition was signed by S.K. Mohan, president.


SW PENNSYLVANIA: Bank Acquires Building at Sheriff's Sale
---------------------------------------------------------
Bob Bauder at Pittsburgh Tribune-Review reports that First
Commonwealth Bank was the lone bidder and acquired the 31-story
Regional Enterprise Tower, Downtown, and two adjacent buildings
for $1,708 at the Allegheny County sheriff's sale.

According to the report, the sale resulted from a foreclosure
action taken on March 2 by the bank when Southwestern Pennsylvania
defaulted on a $10.4 million debt.

Mr. Bauder notes the 60-year-old building, at 425 Sixth Ave.,
Downtown, was originally the headquarters of Alcoa Inc., which
turned the building over to the commission in 1998 for $1. The
tower's assessed value is $10.1 million.

Based in Pittsburgh, Pennsylvania, Southwestern Pennsylvania
Regional Corporation filed for Chapter 11 bankruptcy protection on
March 29, 2011 (Bankr. W.D. Penn. Case No. 11-21860).  Michael
Kaminski, Esq., at Blumling & gusky, LLP, represents the Debtor.
The Debtor estimated assets of between $1 million and $10 million,
and debts of $10 million and $50 million.


SWHG HOSPITALITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: SWHG Hospitality, Ltd.
        2401 President George Bush Turnpike
        Plano, TX 75074

Bankruptcy Case No.: 11-41439

Chapter 11 Petition Date: May 2, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.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 Manpreet Singh, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Allen Hospitality, LLC                 11-41438   05/02/2011


SYNERGY ACCEPTANCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Synergy Acceptance Corporation
        142 Sansome Street, Second Floor
        San Francisco, CA 94104

Bankruptcy Case No.: 11-31712

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Michael H. Lewis, Esq.
                  LAW OFFICES OF MICHAEL H. LEWIS
                  25 Kearny Street, #302
                  San Francisco, CA 94108
                  Tel: (415) 296-1460
                  E-mail: mh_lewis@pacbell.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-31712.pdf

The petition was signed by Benjamin P. Chui, president.


TAMALPAIS BANCORP: N.D. Calif. Declines to Withdraw Reference
-------------------------------------------------------------
WestLaw reports that while the Federal Deposit Insurance
Corporation, in opposing the trustee's request for a declaratory
judgment that the tax refunds at issue were property of the
Chapter 7 estate of the bank holding company and would have to be
turned over by a receiver of the debtor's wholly-owned bank,
raised seven affirmative defenses, all of which relied upon
federal non-bankruptcy law, the sheer number of non-bankruptcy
federal laws that were implicated by the FDIC's defenses did not
compel mandatory withdrawal of reference.  The FDIC failed to
showing that the court would have to interpret, and not just
merely apply, this non-bankruptcy law. Nonetheless, the district
court granted permissive withdrawal of reference based on the
"noncore" nature of the proceeding and the FDIC's failure to
consent to an adjudication by the bankruptcy court.  In re
Tamalpais Bancorp, --- B.R. ----, 2011 WL 999225 (N.D. Cal.).

On April 16, 2010, Tamalpais Bank, the wholly-owned banking
subsidiary of Tamalpais Bancorp and its principal asset, was
closed by the California Department of Financial Institutions, and
the Federal Deposit Insurance Corporation was appointed as
receiver of the Bank.  As indicated in the FDIC press release
dated April 16, 2010, subsequent to the closure, Union Bank, N.A.
of San Francisco, California, acquired substantially all of the
deposits and assets of the Bank from the FDIC as receiver of the
Bank.

The appointment of the FDIC as a receiver for the Bank constituted
an event of default under the terms of each of the Floating Rate
Junior Subordinated Deferrable Interest Debentures dated June 29,
2006, and July 25, 2007, between Tamalpais Bancorp and Wilmington
Trust Company, as Trustee, governing trust preferred securities
issued by the Registrant's unconsolidated Delaware statutory
trusts dated as of such dates: San Rafael Capital Trust II and San
Rafael Trust Capital Trust III.  The appointment of the FDIC as
receiver of the Bank also constitutes an event of default under
Tamalpais Bancorp's two business loan agreements with Pacific
Coast Bankers Bank: a $5 million credit facility dated March 28,
2008, and a $1 million credit facility dated June 26, 2008.

On Sept. 24, 2010, Tamalpais Bancorp filed a Chapter 7 petition
(Bankr. N.D. Calif. Case No. 10-_____), and Linda S. Green was
subsequently appointed as trustee for the Debtor's bankruptcy
estate.  The Trustee commenced an adversary proceeding (Bankr.
N.D. Calif. Adv. Pro. No. 10-_____) against the FDIC on Nov. 30,
2010, seeking a declaratory judgment regarding ownership of $9.7
million in federal tax refunds.


TAURUS QUADRIGA: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Taurus Quadriga Corporation
        P.O. Box 76499
        Atlanta, GA 30358

Bankruptcy Case No.: 11-63308

Chapter 11 Petition Date: May 2, 2011

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

Debtor's Counsel: John J. McManus, Esq.
                  JOHN J. MCMANUS & ASSOCIATES, P.C.
                  Suite 104, 2167 Northlake Parkway
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.com

Scheduled Assets: $3,000,841

Scheduled Debts: $7,491,980

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-63308.pdf

The petition was signed by Dr. Amin Ghanem, chairman of the
board/sole shareholder.


TAYLOR & BISHOP: Court Approves Disclosure Statement
----------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona approved the adequacy of the disclosure
statement explaining the Chapter 11 plan of Taylor & Bishop LLC.

Judge Curley set June 2, 2011, at 10:00 a.m., to consider
confirmation of the Debtor's plan.  All ballots must be filed at:

   Gallagher & Kennedy P.A.
   Attn: Lindsi M. Weber, counsel for T&B
   2575 E. Camelback Road, Suite 1100
   Phoenix, AZ 85016
   Fax: (602) 530-8500
   E-mail: lindsi.weber@gknet.com

As reported in the April 21, 2011 edition of the Troubled Company
Reporter, payments under the Plan will come from cash flow
generated by the ongoing operation of the Debtor's business and
from additional contributions from members.  As of April 1, 2011,
the Debtor had member commitments of approximately $390,000 for
year 1 payments to creditors under the Plan.

Under the Plan, Bridgeview Bank Group, the Debtor's pre-bankruptcy
lender and largest creditor, owed $9.4 million in loan amounts,
will retain its liens on all property of the Debtor that served as
collateral for repayment of the loans.  Bridgeview, unimpaired
under the Plan, will be paid in monthly installments according to
a 25-year amortization schedule.  It may elect a discounted payoff
in a lump sum equal to 50% of the allowed claim.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75f0

                      About Taylor & Bishop

Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007
solely for the purpose of owning and maintaining the real property
located at 1431 West Taylor Street, Chicago, Illinois, in order to
house the National Italian American Sports Hall of Fame.  From its
inception, Taylor & Bishop has operated much like a non-profit
company, its fundamental purpose being to pay tribute to Italian-
American athletes and raise money for scholarships and other
charitable causes.

Taylor & Bishop filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-32563) on Oct. 8, 2010.  John R. Clemency,
Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop in its
restructuring effort.  According to its schedules, Taylor & Bishop
disclosed $16,040,393 in total assets and $9,934,149 in total
liabilities at the Petition Date.


TAYLOR & BISHOP: Plan Exclusivity Extended Until June 2
-------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona extended the exclusive period of Taylor &
Bishop to solicit acceptances of its plan until June 2, 2011.

                      About Taylor & Bishop

Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007
solely for the purpose of owning and maintaining the real property
located at 1431 West Taylor Street, Chicago, Illinois, in order to
house the National Italian American Sports Hall of Fame.  From its
inception, Taylor & Bishop has operated much like a non-profit
company, its fundamental purpose being to pay tribute to Italian-
American athletes and raise money for scholarships and other
charitable causes.

Taylor & Bishop filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-32563) on Oct. 8, 2010.  John R. Clemency,
Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop in its
restructuring effort.  According to its schedules, Taylor &
Bishop disclosed $16,040,393 in total assets and $9,934,149 in
total liabilities at the Petition Date.


TEAM NATION: Board OKs Increase to 5-Billion Authorized Shares
--------------------------------------------------------------
Team Nation Holdings Corporation's Board of Directors and by a
vote of the majority of the voting shares of the Corporation
approved an increase of the authorized shares of the Corporation
from two billion shares to five billion shares of common stock.
The Company amended its Articles of Incorporation by the filing of
a Certificate of Change with the Nevada Secretary of State.  The
increase in authorized shares is intended to support the
anticipated filing of an S8 registration plan in conjunction with
the company's adoption of an Employees and Consultants Stock
Compensation Plan.  The increase is also in anticipation of the
issuance of restricted shares necessary to complete strategic
planned acquisitions in the coming months.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $553,157 on $2.64 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $3.62 million on $2.02 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $3.03 million
in total assets, $6.94 million in total liabilities, and a
$3.91 million in total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TEREX CORP: Moody's Keeps 'B2' Corp. Family Rating; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed Terex Corporation's B2
Corporate Family Rating and Probability of Default Rating, but
changed the rating outlook to negative from stable. The company's
SGL-2 Speculative Grade liquidity Rating was also affirmed. The
rating actions follow the company's announcement that it has
issued an unsolicited public tender offer for Demag Cranes AG
(Demag) for ?41.75 per share (implied equity value of $1.3
billion).

As a provider of heavy machinery used in construction and
industrial applications, Terex's operating performance has only
recently begun to demonstrate recovery from a protracted and deep
recessionary environment. The company's credit metrics have been
weak for the rating category but the rating has anticipated
improvement as the macro-economic environment recovers. Although
the proposed acquisition would increase debt, Moody's believes
that the company's B2 rating could be sustained if the transaction
were to be completed under the terms outlined and if Terex's core
businesses continue their recent recovery trend . The affirmation
considers the improvement in Terex's performance demonstrated in
the first quarter of 2011, and the potential for increased backlog
to yield further revenue and earnings growth during 2011. The
affirmation also considers the potential earnings contributions
from the combination with Demag.

The negative outlook recognizes that Terex's unsolicited offer for
Demag poses incremental risks for the company in several ways. The
offer is contingent on the company receiving at least 51% of the
outstanding shares. Yet, because Demag has not supported the offer
there is no certainty that the transaction will proceed or whether
alternate pricing, terms or conditions could be required to effect
a transaction. An additional risk is that Terex could receive
tenders for more than its specified 51% of Demag shares, but less
than the amount required under German law to effect a domination
agreement. Under such a circumstance, Terex would hold a majority,
but non controlling interest in Demag and could face a protracted
process in reaching agreements with remaining shareholders to
achieve a controlling interest. During that time it might not have
access to Demag's cash flows to help in servicing any incremental
debt incurred to acquire the shares. However, the diminished
access to Demag's cash flows could be somewhat mitigated by the
additional liquidity that would result from not having purchased
100% of the shares. Such risks are important considerations in
view of the fact that Terex's core operations are still in the
nascent stages of a turnaround. Terex maintains a good liquidity
profile through the combination of over $700 million in cash, and
a $550 million revolver with over $500 million in availability.
The company also has good room under its covenants and still owns
over $300 million of Bucyrus stock that it can monetize.

Outlook Actions:

   Issuer: Terex Corporation

   -- Outlook, Changed To Negative From Stable

Adjustments:

   Issuer: Terex Corporation

   -- Senior Secured Bank Credit Facility, Changed to LGD1, 07%
      from LGD1, 06%

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD1,
      07% from LGD1, 06%

What could take the rating down?

The rating may be downgraded if significant risks attendant to the
unsolicited offer were to materialize, including a higher offer
price that further increases Terex's financial leverage or if an
incomplete acceptance of the tender offer results in Terex
purchasing a majority of Demag's shares without achieving
effective control of the company. The rating would also be subject
to downward adjustment if current improving trends were to
decelerate or reverse resulting in deterioration of the company's
credit metrics, or if the company's liquidity profile were to
meaningfully erode.

What could cause the rating to stabilize?

An improvement in the company's leverage to under 5.5x would be
supportive of a stable outlook as would an improvement in its
interest coverage metric to 2x. Free cash flow to debt of over 5%
would also be supportive of stable ratings. If the contemplated
transaction is executed near current levels, and Terex maintains
good liquidity, the rating is likely to be sustained.

Moody's last rating action on Terex was February 2011 when the
rating agency affirmed the company's Corporate Family (CFR) and
Probability of Default Ratings at B2 and the company's Speculative
Grade Liquidity Rating (SGL) at SGL-2.

The principal methodologies used in this rating were Heavy
Manufacturing Industry published in November 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. Revenues for 2010 totaled approximately
$4.4 billion.


TERRESTAR NETWORKS: June 15 Auction for Mobile Phone Biz. Set
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
TerreStar Networks Inc., unable to craft a Chapter 11 plan
satisfying conflicting creditor constituencies, was given
authorization by the bankruptcy court to auction the satellite-
based mobile phone business on June 15.  Bids must be submitted
initially by June 8.  The hearing for approval of the sale will
take place June 21.

Mr. Rochelle points out that no buyer is yet under contract.
Under the court-approved rules, if TerreStar receives a
satisfactory offer to serve as the first bid at auction, the
Company must receive the judge's approval to anoint the
prospective purchaser as the stalking-horse.  At a hearing that
can be held quickly, the stalking-horse can be given a break-up
fee and expense reimbursement if it's outbid at auction.
TerreStar had wanted the judge to permit locking in a stalking-
horse without court approval.

Mr. Rochelle notes that TerreStar is hoping for a successful
auction, given the experience of DBSD North America Inc.  In a
similar business, DBSD saw its price increase at auction from $1
billion to $1.49 billion, with first-lien creditor Dish Network
Corp. ending up as the winning bidder.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc., or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TOWNSENDS INC: Omtron Laying Off 145 Employees at Siler Plant
-------------------------------------------------------------
Jeff Drew at Triangle Business Journal reports that Omtron USA
LLC, the new owner of Townsends, is laying off 145 people at the
company's chicken-processing plant in Siler City, North Carolina.
Omtron announced the layoffs in a federally required Worker
Adjustment and Retraining Notice filed with the North Carolina
Department of Commerce.  The layoffs will affect about half of the
people working at the Chatham County facility, according to a
letter in the filing signed by Omtron USA's CEO, David Purtle.
The moves are being made to bring costs more in line with revenue.

In February 2011, Townsends obtained approval from the bankruptcy
judge to sell to Omtron USA LLC two chicken processing plants in
Chatham County, North Carolina, and other assets for $24,936,950.
Omtron is an affiliate of Agroholding Avangard, Ukraine's largest
egg producer.  A full-text copy of the Asset Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?73c5

                        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.


TRANS-LUX CORPORATION: Gabelli Funds Discloses 4.75% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that they beneficially own 115,965 shares of common
stock of Trans-Lux Corporation representing 4.75% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock, par value $1.00 per share, on March 30, 2011, was
2,442,923.  A full-text copy of the filing is available for free
at http://is.gd/moopO9

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $33.44 million
in total assets, $33.41 million in total liabilities and $30,000
in total stockholders' equity.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRANSCOLOR CORP: Venable Skewers $1.6-Bil. Conspiracy Suit
----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Venable LLP urged
a Maryland federal judge Tuesday to dismiss putative class
allegations that the firm owes $1.6 billion for its purported role
in a conspiracy that allegedly forced screen printer Transcolor
Corp. into bankruptcy.

In an attempt to dismantle a suit brought by VR Holdings Inc., a
shell company for Transcolor and a number of other entities owned
by Morton Lapides, Venable said the claims for conspiracy, aiding
and abetting, and breach of fiduciary duty are baseless, exhausted
and otherwise insupportable, according to Law360.

                       About Transcolor

Transcolor, one of Martin Lapides' companies, manufactured and
sold screen-printed shirts.  To boost sales of Transcolor,
Mr. Lapides purchased Winterland Concessions Company, which held
hundreds of licenses to print T-shirts of some well-known rock
stars.  MML obtained a $23 million six-month bridge loan from
Cerberus in August 1996 for the purchase of Winterland, a
California screen printing business.

On April 11, 1997, MML, Inc. signed an agreement with the two
lenders, a subsidiary of Cerberus and Gordon Brothers Capital
Corp, assigning 80% of stock to them, and giving MML, Inc. one
year to repay the loan and redeem the stock.  The former CFO of
Winterland admitted that he helped the lenders plan a take-over
Winterland in exchange for certain personal benefits.

In August 1997, 3.5 months later, Gordon Brothers and Cerberus
place Winterland in bankruptcy to deny MML, Inc. the agreed to
right to repurchase Winterland shares held by the lenders.
The bankruptcy sparked a huge financial fallout for related
entities of Winterland.

By 1998, Transcolor itself was forced into bankruptcy.  In
addition, VR Holdings, Inc., another company owned by Mr. Lapides,
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Del. Case No.  00-04553) in Delaware on
Dec. 11, 2000.  Stephen W. Spence, Esq., at Phillips, Goldman &
Spence, P.A., represent the Debtor as counsel.

A class action suit against Cerberus Capital Management, LP.,
Madeleine, Inc., and Gordon Brothers Group, filed in the Circuit
Court of Cook County, Illinois County Department, Law Division,
asserts $1.6 billion in compensatory damages.


TYMACO INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tymaco, Inc.
        1653 McFarland Road
        Pittsburgh, PA 15216

Bankruptcy Case No.: 11-22812

Chapter 11 Petition Date: May 1, 2011

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

Debtor's Counsel: Steven T. Shreve, Esq.
                  546 California Avenue
                  Avalon, PA 15202
                  Tel: (412) 761-6110
                  Fax: (412) 761-9236
                  E-mail: steveshreve@comcast.net

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

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

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

The petition was signed by Ralph Murovich, president.


UNI-PIXEL INC: To Hold 1st Quarter Results Conference Call Monday
-----------------------------------------------------------------
UniPixel, Inc., will hold a conference call on Monday, May 9,
2011, at 10:30 a.m. Eastern time to discuss results for the first
quarter ended March 31, 2011.

UniPixel's President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

Date: Monday, May 9, 2011
Time: 10:30 a.m. Eastern time (7:30 a.m. Pacific time)
Dial-In Number: 1-877-941-8601
International: 1-480-629-9762
Conference ID#: 4437926

The conference call will be broadcast simultaneously and available
for replay via the investors section of the company's Web site at
http://www.unipixel.com/

A replay of the call will be available after 1:30 p.m. Eastern
time on the same day and until June 9, 2011:

Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4437926

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $13.21 million
in total assets, $427,447 in total liabilities and $12.79 million
in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNIVERSAL BIOENERGY: CEO Says Company "Growing Very Strong"
-----------------------------------------------------------
Universal Bioenergy, Inc., on April 29, 2011, issued a "2010
Annual Letter To Our Shareholders" from Vince M. Guest, President
and Chief Executive Officer of the Company, and made available to
the public.

Mr. Guest said in the Letter, "I'm proud to report that our
company is growing very strong, and is on course for continued
growth in 2011.  Since the acquisition of NDR Energy on April 12,
2010, management has created significant value and revenues for
the Company and its shareholders.  In 2010, the Company set a
record in revenues of $41,292,201, for the year ending Dec. 31,
2010.  These revenues were generated in only 8 1/2 months, from
April 12, 2010, through Dec. 31, 2010.  You'll probably agree,
that was truly a monumental achievement for all of us, since
previously the Company produced no revenues in the prior years at
all.  In the forth quarter of 2010 alone, we generated $20,936,667
in revenues, when there was none in the same period in 2009.
Those revenues came primarily from the sales of natural gas," Mr.
Guest said.

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

                        http://is.gd/CfOOBT

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company,
P.C., in Tucson, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
net losses for the period from inception (Aug. 13, 2004) to Dec.
31, 2009, of $14.8 million.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.


US FOODSERVICE: S&P Gives 'CCC+' Rating to $400MM Notes Due 2019
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B'
corporate credit rating to Rosemont, Ill.-based U.S. Foodservice
Inc.

"At the same time, we assigned our preliminary 'B-' rating to the
proposed $425 million senior secured term loan due 2017 and
preliminary 'CCC+' rating to the proposed $400 million senior
unsecured notes due 2019. The outlook is stable," S&P stated.

The preliminary recovery rating on the proposed senior secured
term loan is '5', indicating that lenders could expect modest (10%
to 30%) recovery in the event of a payment default or bankruptcy.
The preliminary recovery rating on the proposed senior unsecured
notes is '6', indicating that lenders could expect negligible (0%
to 10%) recovery in the event of a payment default or bankruptcy.
"The preliminary ratings are subject to change and assume the
proposed transaction closes on substantially the terms presented
to us. Pro forma for the proposed transaction, total debt
outstanding is about $4.75 billion," S&P said.

"Standard & Poor's ratings on USF reflect our opinion that the
highly leveraged food service distributor's profit margins will
likely deteriorate over the near term due to potentially lower
demand and higher expenses, specifically due to escalating food
and fuel costs," said Standard & Poor's credit analyst Jerry
Phelan. "However, credit measures should remain near current
levels due to interest cost savings and modest debt repayment
associated with its proposed refinancing. Nevertheless, pro forma
for the proposed refinancing, the company's credit protection
measures are weak for the 'B' rating category medians."

The outlook is stable. "We believe the company should be able to
maintain credit measures near current levels despite prospects for
higher food and fuel costs," said Mr. Phelan. "We also expect
liquidity to remain adequate."


USEC INC: Registers 8MM Shares Under 2009 Equity Incentive Plan
---------------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission a
Form S-8 registration statement registering 8,479,867 shares of
the Company's common stock pursuant to the USEC Inc. 2009 Equity
Incentive Plan.  Pursuant to Rule 416(a) under the Securities Act
of 1933, the registration statement will be deemed to cover an
indeterminate number of additional shares that may become issuable
as a result of stock splits, stock dividends or similar
transactions pursuant to the anti-dilution provisions of the USEC
Inc. 2009 Equity Incentive Plan.

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

                        http://is.gd/SPJaH6

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion
in total assets, $2.53 billion in total liabilities, and
$1.31 billion in stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USG CORP: Files Form 10-Q; Posts $105MM Net Loss in March 31 Qtr.
-----------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission a Form 10-Q reporting a net loss of $105 million on
$721 million of net sales for the three months ended March 31,
2011, compared with a net loss of $110 million on $716 million of
net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $4.01 billion
in total assets, $3.46 billion in total liabilities and $544
million in total stockholders' equity.

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

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.


VALLE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Valle Properties Group, LLC
        1094 Grove Park Circle
        Boynton Beach, FL 33436

Bankruptcy Case No.: 11-22117

Chapter 11 Petition Date: May 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Henry Hernandez, Esq.
                  NAVARRO HERNANDEZ, P.L.
                  255 Alhambra Circle, #640
                  Coral Gables, FL 33134
                  Tel: (305) 447-8707
                  Fax: (305) 447-3787
                  E-mail: bankruptcy@nhlawpl.com

Estimated Assets: $0 to $50,000

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 Elliot Valle, managing member.


VIRGIN OIL: Paxton Energy Enters Into Agreement to Acquire Firm
---------------------------------------------------------------
Paxton Energy, Inc. entered into an agreement to acquire Virgin
Oil Company, Inc. of Louisiana.  Virgin was incorporated in March
of 1996 for the purpose of oil and gas exploration, development
and production. Since that time, Virgin has successfully acquired
interest in and developed multiple oil and gas producing
properties with significant proven and probable reserves.

Under the terms of the Agreement, the shareholders of Virgin will
receive an aggregate of 70,000,000 shares of Paxton common stock
in exchange for all of the issued and outstanding shares of Virgin
common stock.  The closing of the Agreement is subject to the
satisfaction of a number of conditions precedent, including but
not limited to the completion of an audit of Virgin, in accordance
with PCAOB standards and SEC guidelines; receipt of an updated
third party engineering of Virgin, completion of a financing by
Paxton, and approval of the Virgin bankruptcy judge, as Virgin is
currently a debtor in possession under a Chapter 11 proceeding.
Upon closing, Virgin will be a wholly-owned subsidiary of Paxton
and Paxton anticipates changing its name to Virgin Oil Company,
Inc.

The most recent third-party reserve report prepared for Virgin,
dated May 13, 2010, by James F. Hubbard (whose work for Virgin
goes back to the 1990s under S.A. Holditch & Associates, which
became Schlumberger Technology Services), calculates Virgin's net
proven reserves at 6.4 MM boe (million barrels of oil equivalent)
in addition to net probable reserves at 1.8 MM boe.

Virgin currently owns interests in multiple active leases in the
Gulf of Mexico, covering approximately 50,000 acres.  All are less
than 100 miles from the Louisiana shoreline in water depths of
between 40 and 200 feet.  Virgin also owns an interest in one
active on-shore lease located in the Empire Field in Plaquemines
Parish, Louisiana.

In September 2008, Hurricane Ike caused significant damage to
Virgin's existing operations.  While past hurricanes resulted in
only a few days of shut-down time on the offshore properties,
Ike's damage to these pipelines took several months to repair and
in Virgin's case production was not re-established on its
properties until June 2009.  This ten month down-time resulted in
Virgin's creditors filing an involuntary bankruptcy petition
against Virgin under Chapter 7 of the Bankruptcy Code, which was
subsequently converted into a Chapter 11 proceeding.

"We consider the merger with Virgin to be a great opportunity for
Paxton's shareholders," said Charles F. Volk, Jr., Chairman and
CEO of Paxton.  R. Fulton (Tony) Smith, Jr., Director, President
and CEO of Virgin stated, "This merger will allow Virgin to ramp
up oil production from existing wells and move forward on plans
for new well drilling while growing revenues and achieving
profitability."

                   About Paxton Energy, Inc.

Paxton engages in the acquisition, exploration, development and
drilling of oil and natural gas properties.  Paxton is an energy
turnaround company whose strategy is to acquire cash flow
producing properties with proven reserves, develop the fields by
reworking existing wells and drilling new wells.  Paxton was
founded in 2004 and is based in Stateline, Nevada.

                        About Virgin Oil Co.

Virgin is a Louisiana based independent exploration and production
company engaged in the acquisition of exploratory leases and
producing properties, secondary enhanced oil recovery projects,
exploratory drilling, and production of oil and natural gas in the
United States.

Virgin Oil Company, Inc. operates as an oil and gas exploration
and production company.  The company has exploratory and producing
assets in the continental shelf waters of the Gulf of Mexico.
Virgin Oil Company was founded in 1996 and is based in New
Orleans, Louisiana.

On June 23, 2009, an involuntary petition for liquidation under
Chapter 7 was filed against Virgin Oil Company, Inc. in the U.S.
Bankruptcy Court for the Eastern District of Louisiana, New
Orleans.  On Aug. 20, 2009, the involuntary petition was approved
by the Court and on Aug. 26, 2009, Chapter 7 petition was
converted to Chapter 11 reorganization (Bankr. E.D. La. Case No.
09-11899).


VITRO SAB: Has Secret Plan to Keep Units, Says Committee
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the creditors' committee for U.S. subsidiaries of Vitro SAB
charged in a court filing May 4 that the Mexican glassmaker
didn't properly disclose how it hopes to retain an interest in
the U.S. businesses after a court-approved sale.  A hearing for
approval of sale procedures is scheduled for today, May 6, 2011,
in U.S. Bankruptcy Court in Dallas.

According to the report, the Creditors Committee, in its objection
to Vitro's proposed procedures for auction and sale, alleges that
the prospective buyer, Grey Mountain Partners LLC from Boulder,
Colorado, "may be related to, or acting on behalf of" Vitro
itself.  The Committee points to, among other things, a statement
in Vitro's earnings report for the first quarter, where the
company says it "is considering maintaining an ownership
participation at the end of the sale process."

The Committee, the report adds, alludes to reports in the Mexican
press pointing to discussions where Vitro would become a minority
owner after the businesses are sold to Grey Mountain.  The
Committee also contends there is no need for an immediate sale,
noting how the motion for a sale was filed one day after the U.S.
companies filed their Chapter 11 cases on April 6.

Mr. Rochelle relates that the Creditors Committee contends there
was an insufficient marketing effort, as demonstrated by the
higher offer already made by competitor Arch Aluminum & Glass Co.
Inc., an affiliate of Sun Capital Partners Inc., a private-equity
investor from Boca Raton, Florida.  The committee likewise
contends there is "at least one alternative lender" who won't
require selling the assets "on an expedited basis."

Arch is offering $45 million, without a breakup fee, while Grey
Mountain's contract is $44 million with a 3% breakup fee.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel.  Kurtzman Carson Consultants is the
claims and notice agent.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WCK INC: Sec. 341 Creditors' Meeting Set for June 7
---------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors in the bankruptcy case of WCK
Inc. on June 7, 2011, at 3:00 p.m., at 725 S Figueroa St., Room
2610, in Los Angeles.  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.

                          About WCK Inc.

WCK, Inc., dba Four Points by Sheraton, in Diamond Bar,
California, filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 11-28047) on April 26, 2011.  Judge Peter
Carroll presides over the case.  John Eom, Esq., at Wilshire One
Law Group, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.


WEST END FINANCIAL: Asks for Substantive Consolidation
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Raymond J. Heslin, the manager for fund adviser West End Financial
Advisors LLC, filed a motion asking the bankruptcy court in New
York for substantive consolidation of the company and its
affiliates.  Mr. Heslin said that West End and its dozens of funds
were operated as "classic Ponzi scheme."  The motion for
substantive consolidation is on the court calendar for May 24.

According to the report, Mr. Heslin's motion describes how the
founder William Landberg created 42 entities and then proceeded to
move money between the companies in a fashion making it infeasible
to reconstruct financial statements.  He said money was
"hopelessly comingled."  Mr. Heslin also gave examples for how Mr.
Landberg told investors they would have a fixed return and could
withdraw their funds on request.  The fraud, he said, began in
2003.  Mr. Heslin charges that Landberg over the years took out
$20 million for himself and his wife.  Mr. Landberg, according to
Mr. Heslin, used West End principally to "support his lifestyle."

Mr. Rochelle notes that if the companies are substantively
consolidated, all assets will be thrown into one pot along with
all creditors' claims. Distributions will be made without regard
to the assets and debt of the entity owing a particular debt.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WESTMORELAND COAL: Removes Listing of Securities from NYSE Amex
---------------------------------------------------------------
Westmoreland Coal Company filed a Form 8-A in connection with the
listing of its common stock, $2.50 par value per share and
depositary shares, each representing one-quarter of a share of
Series A Convertible Exchangeable Preferred Stock pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended,
on the NASDAQ Global Market commencing on or about May 2, 2011.
The Company is voluntarily delisting the Common Stock and
Depositary Shares from the NYSE Amex effective as of the close of
business on April 29, 2011.

The Company's authorized capital stock consists of 30,000,000
shares of common stock, par value $2.50 per share, and 5,000,000
shares of preferred stock, par value $1.00 per share.  As of
April 28, 2011, the Company had 13,168,785 shares of common stock
outstanding and 160,129 shares of Series A Convertible
Exchangeable Preferred Stock outstanding.  The Depositary Shares
represent fractional interests in the Company's Series A Preferred
Stock.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$750.3 million in total assets, $912.7 million in total
liabilities, and a stockholders' deficit of $162.4 million.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WILLIAM LYON: Expects to Report $137 Million Net Loss in 2010
-------------------------------------------------------------
William Lyon Homes announced certain unaudited and preliminary
financial results for the three and twelve months ended Dec. 31,
2010.

The Company expects to report net loss of approximately
$116 million for the three months ended Dec. 31, 2010, most of
which is attributable to the non-cash impairments.  Consolidated
operating revenue was approximately $90 million for the three
months ended Dec. 31, 2010.  Home sales revenue was approximately
$87 million for the three months ended Dec. 31, 2010.

For the year ended Dec. 31, 2010, the Company expects to report
net loss of approximately $137 million, most of which is
attributable to the non-cash impairments.  Consolidated operating
revenue was approximately $295 million for the year ended Dec. 31,
2010.  Home sales revenue was approximately $267 million for the
year ended Dec. 31, 2010.  As of Dec. 31, 2010, the Company's cash
balance was approximately $72 million.

For the three months ended Dec. 31, 2010, the Company expects to
report non-cash impairment losses on real estate assets of
approximately $104 million.  For the year ended Dec. 31, 2010, the
Company expects to report non-cash impairment losses on real
estate assets of approximately $112 million.  The Company was
required to write-down the book value of its impaired real estate
assets in accordance with Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, now codified
as FASB ASC Topic 360, as defined in Note 5 of "Notes to
Consolidated Financial Statements."

Net new home orders for the three months ended Dec. 31, 2010 were
114 and net new home orders for the year ended Dec. 31, 2010 were
650.  The average number of sales locations was 18 for the year
ended Dec. 31, 2010.  Net new home orders per average sales
location increased to 52.7 during the year ended Dec. 31, 2010.

The number of homes closed for the three months ended Dec. 31,
2010 was 203.  The number of homes closed for the year ended
Dec. 31, 2010 was 760.  The Company's backlog of homes sold but
not closed was 84 at Dec. 31, 2010.  The Company's dollar amount
of backlog of homes sold but not closed at Dec. 31, 2010, was
$30.1 million.  The cancellation rate of buyers who contracted to
buy a home but did not close escrow was approximately 24% during
the three months ended Dec. 31, 2010 and 19% for the year ended
Dec. 31, 2010.

For the quarter ended Dec. 31, 2010, the Company's homebuilding
gross margin percentage was 12.8%.  For the year ended Dec. 31,
2010, the Company's homebuilding gross margin percentage increased
to 15.4% from 13.5% for the year ended Dec. 31, 2009.  These
higher gross margin percentages were primarily due to (i) the
opening of newly acquired projects at profitable land prices and
(ii) home closings in projects where previous impairment losses
had been incurred.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at Sept. 30, 2010, showed $779.64
million in total assets, $639.57 million in total liabilities, and
a stockholders' equity of $140.07 million.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


* April Consumer Bankruptcy Filings Fall 7% from Last Year
----------------------------------------------------------
April consumer bankruptcies decreased 7% nationwide from April
2010, according to the American Bankruptcy Institute (ABI),
relying on data from the National Bankruptcy Research Center
(NBKRC).


* FDIC Securitizes Loans of 13 Failed Banks
-------------------------------------------
American Bankruptcy Institute reports that the Federal Deposit
Insurance Corp. on Tuesday closed on a sale of a securitization
backed by approximately $394.3 million of performing commercial
and multifamily mortgages from 13 failed banks.


* Michigan Gov. Mulls Emergency Managers for Insolvent Schools
--------------------------------------------------------------
Chris Christoff at the Detroit Free Press reports that Michigan
Gov. Rick Snyder said he hopes he doesn't have to appoint
emergency managers to 23 school districts with deficits that
exceed $1 million, but rather he wants to help them avoid
insolvency with state help.

According to the report, Mr. Snyder said one option is having them
enter into consent agreements to enact cost-saving measures, short
of the ultimate steps of nullifying employee union contracts or
stripping school boards and superintendents of their authority.

'I don't want to be in a position where we need an emergency
financial manager.  That's a failure," Mr. Snyder told Free Press
in an interview from Washington.

Free Press notes that Mr. Snyder, in his special message on
education last week, said the 23 school districts -- 18 of them in
metro Detroit, including Detroit Public Schools -- have a combined
deficit of $440 million.  He said he would soon appoint a new
emergency manager in Detroit, presumably replacing Robert Bobb,
Free Press says.

Free Press discloses that a new law giving emergency managers much
broader powers over city and school governance and finances gives
the state treasurer options short of appointing a manager. The law
also allows the state to intervene more quickly in cases where
financial distress is reported or suspected.

Mr. Snyder said he still expects lawmakers to approve his
controversial budget and tax plans by the end of May, but said it
may take a bit longer - but not much, Free Press reports.


* Kamakura Troubled Firm Index Shows Improvement in Credit Quality
------------------------------------------------------------------
Kamakura Corporation reported that the Kamakura index of troubled
public companies fell 66 basis points in April to 4.92%.  The
index set an all-time low of 4.36% on Dec. 17, 2010.  The index
was quite stable during the month which contrasts sharply with the
considerable intra-month volatility that was experienced in March
as a result of the earthquake, tsunami and subsequent Fukushima
nuclear power plant crisis.  Tokyo Electric Power Company
continues to be the firm with the world's highest one-month
default risk among rated companies.

The Kamakura troubled company index measures the percentage of
29,400 public firms in 37 countries that have annualized 1 month
default risk over one percent.  Beginning with the November 2010
index value, the Kamakura troubled company index is now based on
the version 5.0 default models from Kamakura Risk Information
Services.  Previously, the index was reported using the KRIS
version 4.1 models.  The version 5 models were estimated over the
period from January 1990 to December 2008 and therefore capture
the key events of the credit crisis in the fall of 2008.

Kamakura's index had reached a recent peak of 25.57% in November
2008.  Credit conditions at the end of April were better than
credit conditions in 99.24% of the months since the index's
initiation in January 1990.

The average index value since January 1990 is 12.50%.

In April, the percentage of the global corporate universe with
default probabilities between 1% and 5% was 4.09%, a decrease of
36 basis points.  The percentage of companies with default
probabilities between 5% and 10% was 0.57%, a decrease of 17 basis
points.  The percentage of the universe with default probabilities
between 10 and 20% was 0.21% of the universe, flat with the prior
month basis, while the percentage of companies with default
probabilities over 20% was 0.05% of the total universe in April, a
decrease of 2 basis points.

Martin Zorn, Chief Administrative Officer for Kamakura
Corporation, said Wednesday, "Among the 2,144 firms in the KRIS
corporate universe with legacy ratings, only 12 firms showed
increases in 1 month annualized default risk of more than 60 basis
points.  Four of them were Japanese companies, five were financial
related firms operating in Ireland, Italy and Greece, and there
was only one firm headquartered in the United States operating in
the marine transport industry.  Of the remaining two firms on this
list one was a Canadian paper company and the other was a Mexican
baker.  These results continue to reflect the fact that the
balance sheets of most corporations remain strong and problem
situations continue to be firm specific or tied to specific global
events."

Beginning in November, 2010, the Kamakura index uses the
annualized one month default probability produced by the KRIS
version 5.0 Jarrow-Chava reduced form default probability model, a
formula that bases default predictions on a sophisticated
combination of financial ratios, stock price history, and macro-
economic factors.  The countries currently covered by the index
include Australia, Austria, Belgium, Brazil, Canada, China,
Denmark, Finland, France, Germany, Greece, Hong Kong, India,
Indonesia, Ireland, Israel, Italy, Japan, Luxemburg, Malaysia,
Mexico, the Netherlands, New Zealand, Norway, Poland, Russia,
Singapore, South Africa, South Korea, Spain, Sweden, Switzerland,
Taiwan, Thailand, United Kingdom, and the United States.

                About Kamakura Corporation

Founded in 1990, Honolulu-based Kamakura Corporation is a leading
provider of risk management information, processing and software.
Kamakura has taken Credit Technology Innovation Awards from Credit
Magazine each year since 2008.  In 2010, Kamakura was the only
vendor to win 2 innovation awards, one each with distribution
partners Fiserv and Thomson Reuters.  Kamakura, along with its
distributor Fiserv, was ranked number one in asset and liability
management analysis and liquidity risk analysis in the RISK
Technology Rankings in 2009.  Kamakura Risk Manager, first sold
commercially in 1993 and now in version 7.2, was also named in the
top five for market risk assessment, Basel II capital
calculations, and for "risk dashboard."

Kamakura was also ranked in the RISK Technology Rankings 2008 as
one of the world's top 3 risk information providers for its KRIS
default probability service.  The KRIS public firm default service
was launched in 2002, and the KRIS sovereign default service, the
world's first, was launched in 2008.  KRIS default probabilities
are displayed for 4000 corporates and sovereigns via the Reuters
3000 Xtra service and the Thomson Reuters Eikon service.


* Cohen & Grigsby Attorney Re-Appointed by Florida Bar
------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Bonita Springs, FL, disclosed that
Bonita Springs-based attorney Jason Korn was recently re-appointed
by The Florida Bar to serve another three-year term on the
organization's Professional Ethics Committee.  Korn's most recent
term was from 2008 through 2011, and with this re-appointment, he
will continue to serve on the committee through 2014.  He is also
currently the only attorney from the Collier or Lee County area on
the committee.

"Jason Korn has been intimately involved in shaping and molding
the professional code of conduct and ethical standards that serve
as a benchmark for attorneys in Lee and Collier counties and
across the state of Florida.  It is one of his passions as an
attorney," said Jack Elliott, president and CEO of Cohen &
Grigsby.  "At Cohen & Grigsby, we are proud of his ongoing
commitment to his profession, to his community, and to The Florida
Bar.  On behalf of the entire firm, I congratulate him on his re-
appointment to The Florida Bar's Professional Ethics Committee."

This is Korn's fourth appointment to the committee. He was first
appointed by The Florida Bar to serve a three-year term on the
Professional Ethics Committee in 1999.  In 2002, Korn was re-
appointed to serve a second three-year term.  Due to term limits,
his involvement with the Ethics Committee concluded in 2005, until
2008 when The Florida Bar once again appointed Korn to serve
another three-year term.

In addition to Korn's service on the state level in the area of
professionalism and ethics, he has also been actively involved at
a local level. In 1998, Korn was appointed to the Twentieth
Judicial Circuit Committee on Professionalism.  He thereafter
served as chair of the Subcommittee on Standards of
Professionalism.  He was a principal drafter of the Standards of
Professional Courtesy and Conduct for Lawyers Practicing in the
Twentieth Judicial Circuit as well as The Peer Review Program of
the Twentieth Judicial Program of the Twentieth Judicial Circuit.

Korn is a director in Cohen & Grigsby's Litigation and
Construction practice groups and has spent the majority of his 19-
year legal career focusing on the areas of complex business and
commercial litigation.  Most recently, he was recognized by Best
Lawyers of America 2011 in three categories: Commercial
Litigation, Construction Law and Bet-the-Company Litigation.  This
year, Korn was also elected chairman of the board of directors of
the Edison State College Foundation.

With more than 90,000 members, The Florida Bar is the statewide
professional and regulatory organization for lawyers.  The
Professional Ethics Committee is a standing committee of the Bar
in charge of reviewing and publishing formal advisory opinions to
guide bar members in interpreting and applying the ethics rules.
The Professional Ethics Committee is comprised of approximately 40
attorneys from the state of Florida.

                       About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby --
http://www.cohenlaw.com/-- is a business law firm with
headquarters in Pittsburgh and an office in Bonita Springs, FL.
Cohen & Grigsby attorneys cultivate a culture of performance by
serving as business counselors as well as legal advisors to an
extensive list of clients that includes private and publicly held
businesses, nonprofits, multinational corporations, individuals
and emerging companies.  The firm has more than 130 lawyers in
seven practice groups - Business & Tax, Labor & Employment,
Immigration/International Business, Intellectual Property,
Litigation, Bankruptcy & Creditors' Rights, and Estates & Trusts.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
-----------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case
law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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