TCR_Public/110509.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 9, 2011, Vol. 15, No. 127

                            Headlines

5 STAR: Case Summary & 13 Largest Unsecured Creditors
ACHIEF PARTNERS: Voluntary Chapter 11 Case Summary
ACORN ELSTON: Seeks May 13 Plan Exclusivity Extension
ACORN ELSTON: Kasowitz Benson Withdraws as Debtor Counsel
AIRTRAN HOLDINGS: Incurs $8.81 Million Net Loss in March 31 Qtr.

AIRTRAN HOLDINGS: Kolski Resigns as EVP Operations/Corp. Affairs
AIRTRAN HOLDINGS: Moody's Withdraws Caa1 Rtngs on Merger Closing
ALLEN SYSTEMS: Moody's Assigns 'Ba2' Rating to Term Loans
AMBAC FIN'L: To Release Quarter 2011 Results Tomorrow
AMERICAS ENERGY: Hanhong to Provide $2-Mil. Line of Credit

APEX DIGITAL: Obtains June 13 Plan Filing Extension
APOLLO MEDICAL: Delays Filing of Annual Report
ART ONE: Seeks to Employ Barlow Garsek as Bankruptcy Counsel
ART ONE: Files Schedules of Assets and Liabilities
ASSOCIATED BANC: S&P Raises CCR From 'BB-'; Outlook Stable

ASSOCIATED ESTATES: Moody's Upgrades Debt Shelf Rating to (P)Ba1
ATLANTIC MUTUAL: Titanic Insurer Placed in Liquidation
BANKATLANTIC BANCORP: Plans to Offer $30MM Class A Common Stock
BEAZER HOMES: Incurs $54.57 Million Net Loss in March 31 Quarter
BERKLINE/BENCHCRAFT: Wins Interim Access to Cash Collateral

BERNARD L. MADOFF: Suit vs. JPM Belongs in District Court
BERNARD L. MADOFF: HSBC Seeks Dismissal of Trustee Lawsuit
BONDS.COM GROUP: Incurs $12.51 Million Net Loss in 2010
C&D TECHNOLOGIES: Incurs $55.55 Million Net Loss in Fiscal 2011
CABI SMA: Amends Chapter 11 Reorganization Plan

CARESTREAM HEALTH: Bank Debt Trades at 5% Off in Secondary Market
CARIBE MEDIA: Bankruptcy Cues Moody's to Slash CFR to 'Ca'
CASCADE BANCORP: Five Proposals Approved at Annual Meeting
CELANESE CORP: Moody's Assigns 'Ba3' Rating to New Unsecured Notes
CELL THERAPEUTICS: Retires 7.5% Convertible Senior Notes

CELL THERAPEUTICS: Investors Buy $16MM of Pref. Stock & Warrants
CELL THERAPEUTICS: Issues 912,686 Warrants to Rodman & Renshaw
CELL THERAPEUTICS: Receives NASDAQ Notice of Non-Compliance
CHARTER COMMS: S&P Keeps 'BB-' Rating on Unsecured Notes
CHARTER COMMS: Moody's Rates Proposed $1BB Sr. Unsec. Notes 'B1'

CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
CLEAN BURN: Can Return Liquid Yeast to LET in Exchange for $8,000
COASTAL BANK: Closed; Premier American Bank NA Assumes Deposits
COASTAL TECHNOLOGIES: Case Summary & Largest Unsecured Creditor
COLONIAL BANCGROUP: Creditors Object to FDIC's Ch 7.Bid

COLTS RUN: Hearing on Cash Collateral Use Request Set for July 20
COLUMBUS COUNTRY: Case Summary & 12 Largest Unsecured Creditors
COMPOSITE TECH: Has Until Today to File Schedules and Statements
CONAGRA FOODS: Moody's Reviews Preferred Shelf '(P)Ba1' Rating
COUNTRYVIEW MHC: Disclosure Statement Hearing Set for May 24

CYBEX INTERNATIONAL: Files Q1 Form 10-Q; Posts $379,000 Net Income
CYBEX INTERNATIONAL: Files Form 10-Q; Posts $379,000 Net Income
DENNY'S CORPORATION: Reports $4.12MM Net Income in March 30 Qtr.
DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
DOT VN: Vietnamese IDN Registrations Exceed 101,000

DS WATERS: S&P Lowers CCR to 'CCC+'; Outlook Developing
EAGLE BRIDGE: Case Summary & 20 Largest Unsecured Creditors
EARTHLINK INC: S&P Gives 'B' Rating on Corporate Credit
ENERGY FUTURE: Posts $362-Million 1st Quarter Net Loss
EPICOR SOFTWARE: Moody's Attaches 'B2' CFR to Proposed Buyout

ESTERLINE TECHNOLOGIES: Moody's Says 'Ba2' CFR Unaffected
ESTERLINE TECHNOLOGIES: S&P Affirms 'BB+' Corporate Credit Rating
FENTURA FINANCIAL: Amends SERP Agreement with D. Wollschlager
FIRST FEDERAL: Incurs $1.51 Million Net Loss in March 31 Qtr.
FRONT LINE: Voluntary Chapter 11 Case Summary

GENOIL INC: Posts $5.6 Million Net Loss in 2010
GLOBAL CROSSING: Incurs $33 Million Net Loss in March 31 Qtr.
GREEN MOUNTAIN: S&P Places 'B' Corp. Credit Rating on Watch Pos.
GRUBB & ELLIS: Stonerise Capital Discloses 2.2% Equity Stake
GUITAR CENTER: Bank Debt Trades at 4% Off in Secondary Market

GULFSTREAM INT'L: Asks for Insurance Funds to Defend Lawsuit
GUNDLE/SLT ENVIRONMENTAL: Moody's Upgrades CFR to B3
GUNDLE/SLT ENVIRONMENTAL: S&P Raises Corp. Credit Rating to 'B-'
HAMPTON ROADS: To Effect a 1-for-25 Reverse Stock Split
HERCULES OFFSHORE: Files Form 10-Q; Posts $14.2-Mil. Net Loss

HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
HIGHVIEW POINT: Files for Chapter 11 Protection
HIGHVIEW POINT: Case Summary & 13 Largest Unsecured Creditors
HOST HOTELS: S&P Gives 'BB+' Rating on $350MM Sr. Notes
HOUSE OF PRAYER: Voluntary Chapter 11 Case Summary

HOWREY LLP: Wants Bankruptcy in DC, Not California
HSRE-CDS I: GB HoldCo Seeks Dismissal of Chapter 11 Proceeding
HSRE-CDS I: Section 341 Meeting of Creditors Set for May 10
HSRE-CDS I: Files Schedules of Assets and Liabilities
INTEGRA BANK: Judge Trockman Resigns from Board of Directors

INTERPUBLIC GROUP: Fitch Affirms Preferred Stock at 'BB+'
ISLAND ONE: Wins Confirmation of Reorganization Plan
KANSAS CITY SOUTHERN: Moody's Hikes CFR to 'B1' on Revenue Growth
KT SPEARS: Voluntary Chapter 11 Case Summary
LABELCORP HOLDINGS: $100MM 2nd Lien Facility Gets Moody's 'Caa1'

LAM RESEARCH: S&P Rates $800MM Sr. Unsecured Notes 'BB+'
LEE ENTERPRISES: Incurs $1.45 Million Net Loss in March 27 Qtr.
LEE ENTERPRISES: Withdraws Offerings of Sr. Notes & Common Stock
LEVEL 3: Incurs $205 Million Net Loss in March 31 Quarter
LIMITED BRANDS: Moody's Says Repurchase Program Won't Affect 'Ba1'

LITHIUM TECHNOLOGY: Appoints Martin Koster as President and COO
LK LAND: Case Summary & 2 Largest Unsecured Creditors
LNR PROPERTY: Moody's Raises CFR to 'Ba2' on Bank Debt Refinancing
LOOP CORP: Sec. 341 Creditors' Meeting Set for June 7
LOS GATOS HOTEL: Plan Filing Exclusivity Extended to July 25

MANITOWOC COMPANY: Moody's Affirms B2 CFR; Credit Facility at Ba2
MASTEC INC: Moody's Affirms Ba3 Corporate Family Rating
MEREULO MADDUX: Files Fourth Amended Joint Chapter 11 Plan
METALDYNE LLC: Moody's Affirms 'B1' CFR on Plan to Upsize Loan
METALDYNE LLC: S&P Rates 'B+' $355MM Term Loan, Affirms 'B+' CCR

MICHAEL DAVIS: Appeal Over Seizure of Exempt Assets to Continue
MILAGRO OIL: Moody's Rates Notes 'Caa2'; Outlook Negative
MOLECULAR INSIGHT: Deregisters Unissued Shares Under Stock Plans
MOLECULAR INSIGHT: Withdraws COM Purchase Rights from Nasdaq
MOLECULAR INSIGHT: Court Confirms Reorganization Plan

MONTPELIER RE: S&P Gives 'BB+' Rating on $150MM Preferred Stock
MOOD MEDIA: Moody's Upgrades First Lien Loan to 'Ba3' From 'Ba1'
MORGANS HOTEL: Incurs $32.86 Million Net Loss in March 31 Quarter
MOVIE GALLERY: Settles Debt Collection Suit With 50 States
MUMTAZ HANNA GEORGE: Court Wants Plan Documents Amended

NALCO COMPANY: Fitch Affirms Issuer Default Rating at 'B+'
NELSON INC: Case Summary & 20 Largest Unsecured Creditors
NEUROLOGIX INC: Enters Into Letter Agreement with M. Kaplitt
NEW YORK SPOT: Case Summary & 3 Largest Unsecured Creditors
NPS PHARMACEUTICALS: Incurs $9.15-Mil. Net Loss in March 31 Qtr.

OLDE PRAIRIE: Can Borrow Funds to Pay Portion of JMB Expenses
PACIFIC INTERESTS: Voluntary Chapter 11 Case Summary
PACIFIC RUBIALES: Moody's Assigns First Time 'Ba3' CFR
PARLAY ENTERTAINMENT: Taps BDO Canada to Assist in Restructuring
PATIO MARKET: Voluntary Chapter 11 Case Summary

PATRIOT COAL: S&P Affirms 'B+' CCR; Outlook Negative
PECAN SQUARE: Files Schedules of Assets and Liabilities
PINE MOUNTAIN: Court Converts Case to One Under Chapter 7
PEREGRINE DEVELOPMENT: Case Summary & 3 Largest Unsec. Creditors
PONTIAC CITY: Moody's Cuts Rtng to 'Caa1' Over June Default Risk

PQ CORP: S&P Affirms 'B' CCR; Outlook Revised to Stable
RADIENT PHARMACEUTICALS: Presented at Aegis Capital Conference
RASER TECHNOLOGIES: Files Copy of Plan Support Agreement
REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
REVLON CONSUMER: Meets with Lenders on Possible Refinancing

REVLON INC: RCPC Meets with Lenders for Possible Debt Refinancing
ROBB & STUCKY: Cooley LLP Approved as Committee Lead Counsel
ROBB & STUCKY: Committee Retains Broad & Cassel as Local Counsel
ROBB & STUCKY: Committee Retains BDO USA as Financial Advisor
ROCKWOOD SPECIALTIES: Fitch Affirms Issuer Default Rating at 'BB'

ROOKWOOD CORPORATION: Involuntary Chapter 11 Case Summary
ROOSEVELT AVENUE: Case Summary & 13 Largest Unsecured Creditors
RSM RESIDENTIAL: Taps Schwartzer & McPherson as Bankr. Counsel
SCOTSMAN INDUSTRIES: Moody's Assigns B1 to $60MM Incremental Loan
SCOTSMAN INDUSTRIES: S&P Retains 'B+' Rating on Upsized Term Loan

SEAGATE TECHNOLOGY: Fitch Affirms Issuer Default Rating at 'BB+'
SEAGATE HDD: S&P Rates $600MM Sr. Unsecured Notes 'BB+'
SELECT MEDICAL: Moody's Assigns B1 to Sr. Secured Credit Loan
SELECTIVE INVESTMENTS: Case Summary & 10 Largest Unsec. Creditors
SENSATA TECHNOLOGIES: S&P Rates $1.45Bln. Credit Facility 'BB+'

SENSATA TECHNOLOGIES: To Refinance All Existing Indebtedness
SHEA HOMES: Moody's Assigns 'B2' Corporate Family Rating
SHIPPERS' CHOICE: Settlement Talks With CDS Continue
SIRIUS XM: Reports $78.12 Million Net Income in March 31 Qtr.
SKYE INTERNATIONAL: Files Chapter 7 Petition

SPENCER SPIRIT: S&P Rates Corp. Credit & Sr. Unsecured Notes 'B'
SPRING WINDOW: Moody's Rates $35MM 1st Lien Credit Facility 'B1'
STAFFORD COUNTY: Moody's Affirms GO Bond Rating at 'Ba2'
STILLWATER MINING: Reports $36.19MM Net Income in March 31 Qtr.
SUMMIT BUSINESS: Court Approves Reorganization Plan

SW BOSTON: Court Won't Allow Rival Plan At This Time
T3 MOTION: Files Form 8-A; Registers Common Stock with SEC
TARGUS GROUP: S&P Rates Corp. Credit 'B'; Outlook is Stable
TASC INC: Moody's Assigns Ba2 Rating to New $675MM Bank Facility
TELIGENT INC: 2nd Circ. Clears K&L to Fight Teligent Deal

TENET HEALTHCARE: CHS Hikes Offer for Shares to $7.25 Apiece
TENET HEALTHCARE: Reports $82-Mil. Net Income in March 31 Qtr.
TERRA-GEN FINANCE: S&P Gives 'BB-' Rating on Corporate Credit
TERRESTAR CORP: Court Sets General Bar Date at May 13
TIB FINANCIAL: TIB Bank Merges with NAFH National Bank

TIMOTHY BLIXSETH: Montana Opposes Case Dismissal
TRADE UNION: Court Authorizes Interim Use of Cash Collateral
TRANS ENERGY: Lisa Corbitt Resigns as Chief Accounting Officer
TRIMAS CORP: Moody's Upgrades CFR to 'B1' on Better Credit Metrics
TWIN RIVER: Debt Refinancing Plan Cues Moody's 'B2' Rating Review

TWO BROTHERS: Voluntary Chapter 11 Case Summary
TXU CORP: Bank Debt Trades at 13% Off in Secondary Market
ULTIMATE ESCAPES: Seeks July 18 Plan Exclusivity Extension
UNISYS CORP: Has Form 10-Q; Posts $39.4MM Loss in March 31 Qtr.
UNIT CORP: Fitch Initiates Coverage With 'BB' IDR

UNIT CORP: Moody's Assigns B3 Sr. Subordinated Notes Rating
UNIT CORP: Fitch Initiates Coverage with 'BB' IDR
U.S. EAGLE: Wins Approval to Employ Tobin & Reyes as Local Counsel
U.S. EAGLE: Seeks Approval to Employ Three Twenty One as Agent
U.S. EAGLE: Seeks Sept. 2 Plan Exclusivity Extension

U.S. EAGLE: Wants Lease Assumption Deadline Moved to Aug. 4
U.S. FOODSERVICE: $400MM Sr. Unsec. Notes Get Moody's Caa2 Rating
USEC INC: First Amendment to 2009 Equity Incentive Plan Approved
USEC INC: Incurs $16.6 Million Net Loss in March 31 Quarter
USG CORP: Dismissal of Writ of Mandate Proceeding Reversed

VILLASENOR INC: Case Summary & 16 Largest Unsecured Creditors
VINCENZA LEONELLI-SPINA: 3rd Cir. Affirms Non-Dischargeability
VITRO SAB: Says Ch. 15 Should Stay in NY as Texas Judge Ill
VITRO SAB: Committee Looking for Higher Offer for U.S. Units
VITRO SAB: Proposes Bonus Program for Top Managers

WASHINGTON STATE HOUSING: S&P Raises Revenue Bonds From 'BB/B'
WILLOW GLEN: Case Summary & 2 Largest Unsecured Creditors
WORLDWORKS DEVELOPMENT: Case Summary & 4 Largest Unsec Creditors
XERIUM TECHNOLOGIES: Moody's Upgrades CFR to 'B2' from 'B3'
XERIUM TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable

YRC WORLDWIDE: Fitch Cuts IDR to 'C'; Bankruptcy Remains Likely
YRC WORLDWIDE: CEO & CFO to Step Down After Restructuring

* Coastal Bank's Closing Is 40th This Year
* April Bankruptcies Pull Back From March Increase

* S&P's Global Corporate Defaults Tally Has Five in 1st Quarter

* BOND PRICING -- For Week From May 2 to 6, 2011


                            *********


5 STAR: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 5 Star, Inc.
        Rodeway Inn of Nampa
        130 Shannon Drive
        Nampa, ID 83687

Bankruptcy Case No.: 11-01343

Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Howard R. Foley, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  E-mail: hrfoley@foleyfreeman.com

                         - and -

                  Mark S. Freeman, Esq.
                  FOLEY FREEMAN, PLLC
                  77 E. Idaho, Suite 100
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  E-mail: mfreeman@foleyfreeman.com

                         - and -

                  Matthew K. Shriver, Esq.
                  FOLEY FREEMAN, PLLC
                  77 E. Idaho Street, Suite 100
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  E-mail: mshriver@foleyfreeman.com

                         - and -

                  Patrick John Geile, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  E-mail: pgeile@foleyfreeman.com

                         - and -

                  Timothy S. Callender, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  E-mail: tcallender@foleyfreeman.com

Scheduled Assets: $1,953,511

Scheduled Debts: $2,739,894

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/idb11-01343.pdf

The petition was signed by Subhash C. Banga aka Jhon Bang,
president.


ACHIEF PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Achief Partners, L.P.
        P.O. Box 867536
        Plano, TX 75086

Bankruptcy Case No.: 11-33059

Chapter 11 Petition Date: May 3, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Rd., Suite 110
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.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 Angela N. Li, managing member of GoBo,
LLC, Debtor's general partner.


ACORN ELSTON: Seeks May 13 Plan Exclusivity Extension
-----------------------------------------------------
Acorn Elston LLC filed a second exclusivity motion on Feb. 28,
2011, seeking to extend the exclusive Chapter 11 plan filing
deadline from March 10 to April 11, 2011 and the exclusive
solicitation period from May 9 to June 10, 2011.

The Debtor also asked the U.S. Bankruptcy Court for the Southern
District of New York to enter a bridge order briefly extending the
Exclusive Periods pending entry of an order disposing the Second
Exclusivity Motion, which was set for hearing on March 17, 2011.
The Court subsequently entered the Bridge Order.

On March 16, 2011, the Court postponed the March 17 hearing to
April 8, 2011.  Accordingly, the Bridge Order extends the
Exclusive Filing Period until April 8, which is three days shy of
the original sought extension.

The Debtor later amended the Second Exclusivity Motion by changing
the date of the sought extension of the Exclusive Filing Period to
May 13, 2011 and the Exclusive Solicitation Period to July 11,
2011.

                      About Acorn Elston

Acorn Elston, LLC, owns the real property, together with the
improvements situated thereon, known as Elston Plaza Shopping
Center, a grocery-anchored retail shopping center in Chicago,
Illinois.

On May 15, 2009, a court appointed C. Michelle Panovich as
receiver with respect to lender Road Bay Investments, LLC's
collateral.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-14807) on Sept. 11, 2010.  Lawrence F. Morrison, Esq., and
Kasowitz, Benson, Torres & Friedman LLP, represent the Debtor in
its restructuring effort.  The Debtor disclosed $21.92 million in
assets and $16.49 million in liabilities as of the Chapter 11
filing.


ACORN ELSTON: Kasowitz Benson Withdraws as Debtor Counsel
---------------------------------------------------------
Kasowitz Benson Torres & Friedman has withdrawn as the counsel of
Acorn Elston LLC in its bankruptcy proceeding.

The withdrawal was authorized by the U.S. Bankruptcy Court for the
Southern District of New York in an order dated April 8, 2011.

                      About Acorn Elston

Acorn Elston, LLC, owns the real property, together with the
improvements situated thereon, known as Elston Plaza Shopping
Center, a grocery-anchored retail shopping center in Chicago,
Illinois.

On May 15, 2009, a court appointed C. Michelle Panovich as
receiver with respect to lender Road Bay Investments, LLC's
collateral.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-14807) on Sept. 11, 2010.  Lawrence F. Morrison, Esq., and
Kasowitz, Benson, Torres & Friedman LLP, represent the Debtor in
its restructuring effort.  The Debtor disclosed $21.92 million in
assets and $16.49 million in liabilities as of the Chapter 11
filing.


AIRTRAN HOLDINGS: Incurs $8.81 Million Net Loss in March 31 Qtr.
----------------------------------------------------------------
Airtran Holdings, Inc., reported a net loss of $8.81 million on
$667.03 million of total operating revenues for the three months
ended March 31, 2011, compared with a net loss of $12.02 million
on $605.14 million of total operating revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed $2.31 billion
in total assets, $1.78 billion in total liabilities and $534.72
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/uKts7X

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

                          *     *     *

In May 2011, 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.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of AirTran
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


AIRTRAN HOLDINGS: Kolski Resigns as EVP Operations/Corp. Affairs
----------------------------------------------------------------
In connection with his scheduled retirement, Stephen J. Kolski,
resigned from his position as Executive Vice President-Operations
and Corporate Affairs of AirTran Holdings, Inc., and its
subsidiary AirTran Airways, Inc.  Mr. Kolski's retirement from
this position with the Company and Airways was prearranged.

                       About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

The Company's balance sheet at March 31, 2011 showed $2.31 billion
in total assets, $1.78 billion in total liabilities and $534.72
million in total stockholders' equity.

                          *     *     *

In May 2011, 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.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of AirTran
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


AIRTRAN HOLDINGS: Moody's Withdraws Caa1 Rtngs on Merger Closing
----------------------------------------------------------------
Moody's Investors Service raised its rating on the $5.472 million
of 7% convertible notes due 2023 of Southwest Airlines Co. to Baa3
from Caa3. The upgrade reflects the assumption of the obligation
by Southwest (Baa3, stable outlook) upon the consummation of the
merger with AirTran Holdings, Inc. (now AirTran Holdings, LLC or
"AirTran") on May 2, 2011. Moody's withdrew the Caa1 Corporate
Family, Caa1 Probability of Default and the SGL-3 Speculative
Grade Liquidity ratings of AirTran as it has become a wholly-owned
subsidiary of Southwest.

Upgrades:

   Issuer: AirTran Airways, Inc.

   -- Senior Secured Enhanced Equipment Trust, Pass-Thru
      Certificates A Tranche, Upgraded to Ba2 from B1

   -- Senior Secured Enhanced Equipment Trust, Pass-Thru
      Certificates B Tranche, Upgraded to B2 from Caa1

   -- Senior Secured Enhanced Equipment Trust, Pass-Thru
      Certificates C Tranche, Upgraded to B3 from Caa2

   Issuer: AirTran Holdings, LLC

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
      Baa3 from Caa3

Withdrawals:

   Issuer: AirTran Holdings, LLC

   -- Probability of Default Rating, Withdrawn, previously rated
      Caa1

   -- Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-3

   -- Corporate Family Rating, Withdrawn, previously rated Caa1

RATINGS RATIONALE

Moody's also upgraded its ratings on AirTran Airways Inc.'s Series
1999-1 Enhanced Equipment Trust Certificates: Class A to Ba2 from
B1, Class B to B2 from Caa1 and Class C to B3 from Caa2. The
upgrade of the ratings of the Certificates reflects the credit
benefits of AirTran becoming a subsidiary of Southwest. These
ratings remain on review for further upgrade since Southwest has
yet to disclose whether it will replace AirTran as the guarantor
of the aircraft lease obligations of AirTran Airways that underlie
the Certificates. Should Southwest assume AirTran's guarantee, the
ratings on the certificates could be further upgraded. If AirTran
remains the guarantor of the aircraft lease obligations,
maintaining the ratings would be subject to the provision to
Moody's of financial reporting for the AirTran subsidiary.

On May 4, 2011, Southwest called for redemption the Notes pursuant
to the Fundamental Change provision of the Notes' indenture.
Moody's will withdraw the Baa3 rating on the Notes upon their
payoff.

The principal methodology used in rating Southwest was the Global
Passenger Airlines Industry Methodology, published March 2009.

Southwest Airlines is the United State's largest carrier in terms
of originating domestic passengers boarded, now serving 72 cities
in 37 states with the addition of service to Newark Liberty
International Airport on March 27, 2011. Based in Dallas, Texas,
Southwest currently operates more than 3,400 flights a day.

AirTran Airways is a wholly owned subsidiary of Southwest Airlines
Co. AirTran offers coast-to-coast, two-class service on North
America's newest all-Boeing fleet.


ALLEN SYSTEMS: Moody's Assigns 'Ba2' Rating to Term Loans
---------------------------------------------------------
Moody's Investors Service affirmed Allen Systems Group, Inc.'s B2
Corporate Family Rating with a stable ratings outlook and assigned
a Ba2 rating to the Company's $115 million of term loan B
incremental credit facility. ASG's other existing debt instrument
ratings were affirmed. The Company plans to use the net proceeds
from the incremental credit facility to fund the purchase price
for visionapp AG's acquisition.

These ratings were assigned:

   Issuer -- Allen Systems Group, Inc.

   -- $115 million incremental term loan B due 2015 -- Ba2, (LGD
      16%)

These ratings were affirmed:

   Issuer -- Allen Systems Group, Inc.

   -- Corporate Family Rating -- B2

   -- Probability of Default Rating -- B2

   -- $25 million senior 1st lien secured revolving credit
      facility due 2015 -- Ba2, (LGD2 -- 16%), LGD assessment
      revised from LGD1, 7%

   -- $78 million ($80 million originally) senior 1st lien secured
      term loan due 2015 -- Ba2, (LGD2 -- 16%), LGD assessment
      revised from LGD1, 7%

   -- $300 million senior 2nd lien secured notes due 2016 -- B3,
      (LGD5, 71%), LGD assessment revised from LGD4, 61%

Outlook -- Stable

RATINGS RATIONALE

The proposed acquisition of visionapp will extend ASG's existing
enterprise information technology (IT) management software suite
to include a cloud computing solutions offering which enables the
roll-out of cloud computing services for enterprise customers.
Although these acquisitions expand the Company's market
opportunities, and there is potential to cross-sell into the
customer base of the combined companies, the debt-financed
acquisitions materially weaken the Company's credit metrics,
notably as Debt-to-EBITDA leverage increases from 4.9x to about
5.9x, excluding any acquisition synergies. Additionally, visionapp
does not have a track record of positive cash flow generation.
Nonetheless, Moody's views the acquisitions as consistent with the
Company's history of augmenting and strengthening its product
portfolio through acquisitions. The affirmation of the B2 CFR
reflects Moody's expectations that ASG will be able revive revenue
growth from its legacy products and that it will achieve
approximately $18 million of targeted annual cost savings such
that Debt-to-EBITDA leverage will be restored to less than 5.0x
over the next twelve months. The execution risks of achieving
synergies are somewhat tempered by ASG's history of combining
companies and achieving synergies from its key acquisitions.

ASG's CFR is weakly positioned in the B2 rating category, which is
characterized by the Company's aggressive financial policies and
acquisitive growth strategy. The B2 CFR reflects Moody's
expectations that ASG will maintain moderate financial risk
profile, including Debt-to-EBITDA leverage of between 4.0x-to-
5.0x, and that free cash flow (Cash from operations less capital
expenditures and dividends) will increase to about 3%-to-4% of its
total debt. The B2 rating considers ASG's small scale relative to
its larger and better capitalized competitors, and its highly
competitive operating environment. The Company primarily competes
with large-scale technology vendors such as IBM (rated Aa3), HP
(rated A2), CA (rated Baa2), and BMC Software (rated Baa2) as well
as several independent niche software providers. The rating is
supported by ASG's broad portfolio of well-regarded mainframe and
distributed enterprise management software products and its
recurring maintenance revenues (63% of total revenues) and high
contract renewal rates, which provide good revenue and cash flow
visibility. The rating also benefits from the Company's diverse
customer base of about 3,200 customers across various industries
and good geographic diversity of revenues.

The stable ratings outlook reflects Moody's expectations that the
Company will realize synergies from the recent acquisitions in a
timely manner such that Debt-to-EBITDA leverage will reduce to
less than 5.0x over the next 12 months. The outlook incorporates
expectations of improving free cash flow generation through
revenue growth rates of mid- to high single digits, consistent
with the growth rates in the software industry segments in which
ASG operates.

Moody's could downgrade ASG's ratings if leverage could not be
sustained below 5.0x as a result of underperformance relative to
expectations or delays in realizing the anticipated synergies.
Downward rating pressure could develop if revenue and EBITDA
growth does not materialize and free cash flow remains negative as
a result of increasing competitive pressures or erosion in market
share.

Given ASG's elevated financial risk profile, Moody's does not
anticipate an upward rating movement in the near term.
Nonetheless, in the longer term Moody's could raise ASG's ratings
if the Company could sustain Debt-to-EBITDA (Moody's adjusted)
below 3.0x and generate free cash flow in excess of 10% of its
total debt through revenue and EBITDA growth.

The last rating action for ASG was on Nov. 5, 2010.

The principal methodology used in rating Allen Systems Group, Inc.
was the Global Software Industry Methodology, published May 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise management software solutions used by IT departments
of enterprise customers to automate tasks, manage content, and
monitor performance of their infrastructure across mainframe and
distributed computing environments. The Company generated annual
revenues of approximately $263 million in 2010.


AMBAC FIN'L: To Release Quarter 2011 Results Tomorrow
-----------------------------------------------------
Ambac Financial Group, Inc. it will release its first quarter 2011
results on May 10, 2011, after the market close.  Management will
not host a conference call to discuss the first quarter results.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that it
has assets of ($394.5 million) and total liabilities of $1.6826
billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMERICAS ENERGY: Hanhong to Provide $2-Mil. Line of Credit
----------------------------------------------------------
Americas Energy Company announced that Hanhong New Energy
Holdings, a subsidiary of Hanhong Private Equity Management
Company Limited, with its Corporate Headquarters in Beijing,
China, has agreed to provide a Line of Credit for the expansion of
Americas Energy's Artemus Project and Highway 72 Deep Mine
Projects in Southeast Kentucky.

"The $2 Million dollar line of credit Hanhong is providing will
allow AENY to bring two of our four permitted deep mines online.
AENY plans to initiate deep mine operations in the Jellico Coal
Seam on our Artemus Property in May.  Once production stabilizes
in the Jellico seam we will follow on with deep mine operations in
the Darby seam on our Hwy 72 property.  AENY estimates production
of approximately 20,000 tons of clean coal per month from each of
these mines by the end of our 3rd Quarter," said Chris Headrick,
President and CEO of Americas Energy Company.  Mr. Headrick added,
"The Hanhong team also brings strong international logistic and
strategic ties that will further assist AENY in its overall
expansion program.  To that end we have just finalized more than
six months of due diligence on a Metallurgical property with more
than 9 million tons of Permitted Metallurgical Reserves in
Alabama.  We have agreed on terms for acquisition funding of up to
$25 Million dollars from Hanhong and plan to submit an offer for
the project the first week of May."

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

                       About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo currently
operates surface mines in southeastern Kentucky.  In March 2010,
the Company acquired Evans Coal Corp. for $7,000,000 in cash, a
$25,000,000 promissory note and a 2% overriding royalty on all
coal sales generated from the properties acquired from Evans.
Evans owns or controls by lease mineral rights and currently
operates by use of contractors, two surface mines in Bell County
and one in Knox County, Kentucky.  In addition, the Company has
rights to oil properties located in Cumberland County, Kentucky
that are intended for future development.

The Company's balance sheet as of Dec. 31, 2010, showed
$26.0 million in total assets, $6.0 million in total liabilities,
and stockholders' equity of $20.0 million.

Weaver & Martin, LLC, in Kansas City, Mo., expressed substantial
doubt about Americas Energy's ability to continue as a going
concern, following the Company's results for the period from July
13, 2009 (inception), through March 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses and
had negative cash flows from operations.


APEX DIGITAL: Obtains June 13 Plan Filing Extension
---------------------------------------------------
Apex Digital, Inc., sought and obtained from the U.S. Bankruptcy
Court for the Central District of California an extension of the
exclusive Chapter 11 plan filing period from March 15, 2011 to
June 13, 2011 and the exclusive period to solicit acceptances of a
plan from May 14, 2011 to Aug. 12, 2011.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on August 17, 2010.  Juliet Y. Oh, Esq., in
Los Angeles, California, represents the Debtor.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


APOLLO MEDICAL: Delays Filing of Annual Report
----------------------------------------------
Apollo Medical Holdings, Inc., notified the U.S. Securities and
Exchange Commission that the compilation, dissemination and review
of the information required to be presented in the Form 10-K for
the period ended Jan. 31, 2011, has imposed time constraints that
have rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the Company.  The Company expects to
file such report no later than 15 calendar days after its original
prescribed due date.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company's balance sheet at Oct. 31, 2010, showed $1.29 million
in total assets, $1.39 million in total liabilities, and a
stockholders' deficit of S101,002.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


ART ONE: Seeks to Employ Barlow Garsek as Bankruptcy Counsel
------------------------------------------------------------
ART One Hickory Corporation asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Barlow Garsek &
Simon LLP as bankruptcy counsel.

Barlow Garsek's services as bankruptcy counsel are:

   a. BGS will advise and consult with the Debtor concerning (i)
      legal questions arising in administering and reorganizing
      the Debtor's estate, and (ii) the Debtor's rights and
      remedies in connection with the estate's assets and
      creditors' claims;

   b. BGS will provide legal services to the Debtor relating to
      the sale of assets, outside the ordinary course of
      business, if necessary;

   c. BGS will assist the Debtor in obtaining confirmation and
      consummation of the Plan;

   d. BGS will assist the Debtor in preserving and protecting
      property of the Debtor's estate, including the negotiation
      of cash collateral agreements, the defense of motions for
      relief from the automatic stay, and the prosecution of
      litigation, if any;

   e. BGS will, as appropriate, investigate and prosecute
      preference, fraudulent transfer, and other actions arising
      under the Debtor's avoidance powers and any causes of
      action arising under state law;

   f. BGS will prepare any pleadings, motions, answers, notices,
      orders and reports that are required for the orderly
      administration of the Debtor's estate; and

   g. BGS will perform any and all other legal services for the
      Debtor that the Debtor determines to be necessary and
      appropriate to faithfully discharge its duties as a debtor-
      in-possession.

The customary and proposed hourly rates to be charged by Barlow
Garsek for the individuals expected to be directly involved in
representing the Debtor are:

     Henry W. Simon                $400
     Robert A. Simon               $350
     Spencer D. Solomon            $225

The Debtor will also reimburse Barlow Garsek for its necessary
out-of-pocket expenses.

Robert A. Simon, Esq., a member at Barlow Garsek, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                           About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection on April 4,
2011 (Bankr. N.D. Tex. Case No. 11-42024).  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ART ONE: Files Schedules of Assets and Liabilities
--------------------------------------------------
ART One Hickory Corporation filed with the U.S. Bankruptcy Court
for the Northern District of Texas, its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                     $22,000,000
B. Personal Property                  $2,770,573
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $18,027,362
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,531,343
                                     -----------      -----------
      TOTAL                          $24,770,573      $19,558,705

                           About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-42024) on April 4, 2011.  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ASSOCIATED BANC: S&P Raises CCR From 'BB-'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on Associated Banc Corp. to 'BBB-'
from 'BB-', and on banking subsidiary Associated Bank N.A. to
'BBB' from 'BB+'. The outlook is stable.

"The upgrade reflects our view that ASBC's improved balance sheet
and profitability are representative of an investment-grade
rating," said Standard & Poor's credit analyst Sunsierre Newsome.

First-quarter results showed continued improvement in credit
quality along with significant declines in loan-loss provisioning
and nonperforming assets (NPAs) since last year, resulting in
first-quarter profitability. This quarter marks the third
consecutive net profit.

"We believe that management has demonstrated an improvement of its
asset quality and profitability metrics sufficient to warrant a
return to investment-grade ratings," Ms. Sunsierre added. "ASBC's
strong capital also helps to support the rating."

"The stable outlook reflects our belief that credit costs will
subside and that asset quality measures will return toward more
normal historical levels for the company, improving
profitability," S&P said.

"However, if credit costs remain high, pressuring earnings and
eroding tangible capital, we could revise the outlook to
negative," S&P noted.

"We believe the company is fully rated at its current level, given
economic conditions and uncertainty as to future regulatory
requirements," S&P added.


ASSOCIATED ESTATES: Moody's Upgrades Debt Shelf Rating to (P)Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Associated Estates' senior
unsecured debt shelf rating to (P)Ba1 from (P)Ba2. The rating
outlook is stable.

These ratings were upgraded with a stable outlook:

   -- Associated Estates Realty Corporation. -- senior unsecured
      debt shelf to (P)Ba1 from (P)Ba2; preferred stock shelf to
      (P)Ba3 from (P)B1.

RATINGS RATIONALE

Today's rating actions reflect Associated Estates' consistently
sound operating performance, and progress in growing the size and
quality of its multifamily real estate portfolio. The upgrade also
reflects the REIT's continued improvement in credit metrics as a
result of significant common equity issuances in 2010.

Moody's notes Associated Estates' demonstrated resilient operating
performance through the recession, partly due to its mix of Class
A and Class B assets, which provide balance to its portfolio.
Same-store NOI increased 4.8% in 1Q11 and Moody's expects
continued earnings improvement due to the favorable outlook for
multifamily real estate fundamentals.

Associated Estates has also made significant progress in growing
the size and quality of its multifamily portfolio. The REIT
acquired $255M of properties in 2010, comprising about 27% of its
gross asset value. These are newer, high-quality properties, three
of which are located in northern Virginia and one in Dallas. These
purchases are consistent with the REIT's strategy of reducing its
presence in slower-growth Midwest markets via growth in other
markets.

Associated Estates maintains adequate liquidity and a well-
laddered debt maturity schedule, with no maturities remaining in
2011 and $81 million in 2012. Furthermore, the REIT's key credit
metrics have improved due to significant 2010 raises in equity
capital. Effective leverage (debt plus preferred stock as a % of
gross assets) was a modest 45% at 1Q11, down from 60% at YE09.
Fixed charge coverage was 2.2x at 1Q11 versus 1.5x in 2009, and
Moody's expects earnings growth will result in further
improvement.

These credit strengths are counterbalanced by Associated Estates'
small size, still high geographic concentration in Midwest
markets, and reliance on secured financing for its funding needs.
In addition, leverage is still modestly high as measured on a Net
Debt/EBITDA basis and EBITDA margins remain weak relative to its
multifamily peers.

The stable outlook reflects Moody's expectation that Associated
Estates will continue to grow and diversify its property
portfolio, while maintaining consistent credit metrics.

Moody's indicated that a rating upgrade would likely reflect
secured debt lower than 20% of gross assets, unencumbered assets
(gross book) greater than 60% of gross assets, gross assets closer
to $2.0 billion, and sound operating performance with fixed charge
coverage above 2.3x.

Negative rating pressure would likely reflect material
deterioration in operating performance, with fixed charge falling
below 2.0x on a sustained basis. Increased overall leverage (debt
plus preferred stock greater than 50% of gross assets on a
sustained basis) would also result in a ratings downgrade.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms,
published in July 2010.

Associated Estates Realty Corporation [NYSE; NASDAQ: AEC] is a
real estate investment trust (REIT) headquartered in Richmond
Heights, Ohio. The REIT's portfolio consists of 52 properties
containing 13,662 units located in eight states.


ATLANTIC MUTUAL: Titanic Insurer Placed in Liquidation
------------------------------------------------------
Alistair Barr, writing for MarketWatch, reports that Atlantic
Mutual Insurance Co., which paid claims when the legendary Titanic
passenger liner sank in April 1912, was placed into liquidation
and New York's superintendent of insurance was appointed
liquidator on April 27, according to the website of the New York
Liquidation Bureau.

Atlantic Mutual Insurance was incorporated under the laws of the
state of New York on April 11, 1842.  A week after the RMS Titanic
hit an iceberg and sank in April 1912, the insurer paid $100,000
in hull coverage, MarketWatch reports, citing BestWire, part of
insurance rating agency A.M. Best.

According to MarketWatch, BestWire said that by early this
century, Atlantic Mutual's surplus was being whittled away by
"severe" loss-reserve development in its commercial lines
business, mainly from workers' compensation and general liability
policies.

n 2004, Atlantic Mutual scaled down its operations to focus on
personal lines insurance, particularly in the high net-worth
market, BestWire added.

But the insurer's credit ratings were slashed in 2006 because of
the cost of claims from commercial-insurance policies sold years
earlier.

MarketWatch relates that in 2007, Ace Ltd ACE +0.66%  bought
Atlantic Mutual's high net worth, personal-lines insurance
business.  By 2010, BestWire said, state insurance regulators had
revoked Atlantic Mutual's licenses because it had a negative
surplus.

According to MarketWatch, BestWire said the liquidation began in
April.

MarketWatch notes that the workers' comp market in California has
been plagued by intense competition, spiraling medical costs,
fraud and abuse for many years. More than 20 firms in the business
either went bust or left the state from 2000 to 2003.


BANKATLANTIC BANCORP: Plans to Offer $30MM Class A Common Stock
---------------------------------------------------------------
BankAtlantic Bancorp, Inc., intends to pursue a rights offering
for up to $30 million of its Class A Common Stock.  A record date
of May 12, 2011, has been set for the Offering.  In connection
with the Offering, the Company will distribute to each holder of
its Class A Common Stock and Class B Common Stock, as of the close
of business on the record date, non-transferable subscription
rights to purchase shares of its Class A Common Stock at a
subscription price of $0.75 per share.  The amount of subscription
rights to be distributed in the Offering will be determined based
on the total number of shares of the Company's Class A Common
Stock and Class B Common Stock outstanding on the record date.
The Company will not issue fractional subscription rights; rather,
the number of subscription rights which each shareholder will
receive will be rounded up to the nearest whole number.  Based on
the current number of outstanding shares, it is estimated that
each eligible holder of the Company's Class A Common Stock and
Class B Common Stock would receive 0.624 subscription rights per
share.

The Company's Chairman and Chief Executive Officer, Alan B. Levan,
commented, "BankAtlantic Bancorp intends to use the proceeds of
the Offering, together with cash currently held by BankAtlantic
Bancorp, to contribute capital to BankAtlantic, its primary
operating subsidiary.  While BankAtlantic's capital levels at
March 31, 2011 exceeded the traditional definitions of 'well
capitalized' regulatory capital thresholds, BankAtlantic is
required to achieve by June 30, 2011 and maintain a Tier 1/Core
capital ratio of 8% and a Total Risk-based capital ratio of 14%.
At March 31, 2011, BankAtlantic's Tier 1/Core capital ratio was
5.97% and its Total Risk-based capital ratio was 11.76%.  We are
pleased with the relative consistency of our capital ratios over
the last four years..."

"As previously disclosed, we anticipate that the pending sale of
BankAtlantic's Tampa area branches (and associated deposits) and
related facilities to PNC Bank, N.A. (anticipated to close June 3,
2011, subject to customary closing conditions and regulatory
requirements), will add over 145 basis points to each of
BankAtlantic's regulatory capital ratios.  We currently anticipate
that based upon the expected financial impact of this sale
transaction, together with current estimates of BankAtlantic's
operating results and asset balances and the proceeds of the
Offering, that BankAtlantic will be in a position to meet its
higher capital requirements at June 30, 2011.

"BankAtlantic Bancorp's Board concluded that proceeding with a
rights offering was advisable as it does not entail many of the
substantial costs and uncertainties associated with an
underwritten public offering and it provides our shareholders the
opportunity to purchase shares on a pro rata basis and maintain
their ownership position in our Company," Mr. Levan concluded.

The currently contemplated terms of the Offering are as follows:
each whole subscription right will entitle the holder to subscribe
for one share of the Company's Class A Common Stock at the
subscription price of $0.75 per share, a 16% discount from today's
closing price.  This is referred to as the basic subscription
right.  Rights holders who elect to exercise their basic
subscription rights in full will also have an over-subscription
option pursuant to which they may request to purchase, at the same
$0.75 per share subscription price, additional shares of the
Company's Class A Common Stock that remain unsubscribed for at the
expiration of the Offering.  Any over-subscription request will be
subject to acceptance by the Company, the availability of shares
of the Company's Class A Common Stock after giving effect to all
exercises of basic subscription rights and the allocation of the
remaining shares among all rights holders whose over-subscription
requests are accepted by the Company.  The Company may reject
over-subscription requests if it determines that the issuance of
shares of Class A Common Stock to a rights holder would jeopardize
or limit the Company's ability to use its available net operating
losses to offset future taxable income.

The subscription rights will be exercisable until 5:00 p.m., New
York City time, on June 16, 2011, unless the Company extends the
Offering.  The Company reserves the right to cancel or terminate
the Offering at any time prior to its expiration.

Offering materials, including a prospectus supplement and other
items necessary to exercise the subscription rights, will be
mailed on or about May 16, 2011 to eligible shareholders.  The
prospectus supplement will contain important information about the
Offering, and shareholders are urged to read the document
carefully when available. Questions from shareholders about the
Offering may be directed to the information agent for the
Offering, Georgeson Inc., at 199 Water Street, 26th Floor, New
York, New York 10038, telephone (877) 278-4751 for shareholders
and (212) 440-9800 for banks and brokers.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

                          *     *     *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEAZER HOMES: Incurs $54.57 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Beazer Homes USA, Inc., reported a net loss of $54.57 million on
$127.50 million of total revenue for the three months ended
March 31, 2011, compared with net income of $5.29 million on
$192.45 million of total revenue for the same period during the
prior year.  The Company also reported a net loss of
$103.38 million on $237.80 million of total revenue for the six
months ended March 31, 2011, compared with net income of $53.29
million on $405.52 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed $1.85 billion
in total assets, $1.55 billion in total liabilities and $295.89
million in total stockholders' equity.

"As expected, year-over-year comparisons were unfavorably impacted
this quarter by the First Time Homebuyers' Tax Credit which pulled
forward sales volumes into the second quarter of 2010," said Ian
McCarthy, President and Chief Executive Officer of Beazer Homes.
"However, we did see seasonal improvement with orders and gross
margins up over the first quarter of fiscal 2011.  We are hopeful
that the latest improvements in employment will help lift consumer
confidence in the coming quarters, which is necessary for any
significant recovery in housing to occur."

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

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BERKLINE/BENCHCRAFT: Wins Interim Access to Cash Collateral
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Berkline/BenchCraft Holdings LLC received interim approval from
the bankruptcy court in Wilmington, Delaware, on May 4 to use the
secured lender's cash collateral.  A final hearing on the use of
cash will take place on May 23.  Wells Fargo Capital Finance LLC
is owed $4.29 million on a first-lien debt, with the collateral
worth slightly more than the debt.  The Debtor owes $140 million
to second lien lenders, which has Goldman Sachs Group Inc. as
syndication agent.

At the May 23 hearing, the bankruptcy judge will also consider
final approval of a deal to sell their assets to Hilco Merchant
Resources, which won an auction for the assets pre-bankruptcy.

The Debtors 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 in exchange 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: Suit vs. JPM Belongs in District Court
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
that JPMorgan Chase & Co. won the first round fending off a
$6.4 billion lawsuit brought by the trustee liquidating Bernard L.
Madoff Investment Securities Inc.  U.S. District Judge Colleen
McMahon ruled on May 4 that the lawsuit belongs in district court,
not in bankruptcy court.  JPMorgan, based in New York, argued that
transferring to district court was mandatory, not discretionary,
because the case involves "novel and unsettled" issues of non-
bankruptcy federal law that "fall well beyond" the expertise of a
bankruptcy judge.  Judge McMahon said she would file a written
opinion later explaining why the case is properly in district
court.  Judge McMahon will hold a hearing on July 28 where
JPMorgan will seek dismissal of the lawsuit.  She directed the
bank to file its dismissal motion on June 3.  The trustee will
file his answering papers by July 15, in advance of the July 28
hearing.

Mr. Rochelle points out that Judge McMahon's ruling is the second
time in two weeks that a district judge decided to take all or
part of a lawsuit by the Madoff trustee out of the bankruptcy
court.  U.S. District Judge Jed S. Rakoff filed an opinion on
April 25 explaining why he would decide whether to dismiss five
counts in the Madoff trustee's $9 billion suit against HSBC
Holdings Plc.

The JPMorgan lawsuit in district court is Picard v. JPMorgan Chase
& Co., 11-00913, U.S. District Court, Southern District of New
York (Manhattan). The lawsuit in bankruptcy court is Picard v.
JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy 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: HSBC Seeks Dismissal of Trustee Lawsuit
----------------------------------------------------------
American Bankruptcy Institute reports that HSBC Holdings Plc.
asked a judge to dismiss a lawsuit filed by the trustee
liquidating Bernard L. Madoff's firm, saying that he is not
allowed by law to bring such suits on behalf of the schemer's
customers.

                       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.


BONDS.COM GROUP: Incurs $12.51 Million Net Loss in 2010
-------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
applicable to common stockholders of $12.51 million on
$2.71 million of revenue for the year ended Dec. 31, 2010,
compared with  a net loss applicable to common stockholders of
$4.69 million on $3.90 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.27 million
in total assets, $9.39 million in total liabilities and a
$7.12 million stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Fla., in its audit reports for
the years ended Dec. 31, 2009, and Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The auditors noted that the Company has sustained
recurring losses and has negative cash flows from operations.

"We have a history of operating losses since our inception in
2005, and have a working capital deficit of approximately
$4.4 million and an accumulated deficit of approximately
$28.6 million at Dec. 31, 2010, which together raises doubt about
the Company's ability to continue as a going concern," the Company
acknowledged in the Form 10-K.

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

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.


C&D TECHNOLOGIES: Incurs $55.55 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
C&D Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $55.55 million on $354.83 million of net sales for the
fiscal year ended Jan. 31, 2011, compared with a net loss of
$25.78 million on $335.71 million of net sales during the prior
fiscal year.  The Company also reported net income of
$7.04 million on $98.67 million of net sales for the three months
ended Jan. 31, 2011, compared with a net loss of $6.64 million on
$88.40 million of net sales for the same period during the prior
year.

The Company's balance sheet at Jan. 31, 2011 showed $251.29
million in total assets, $157.76 million in total liabilities and
$93.53 million total equity.

Dr. Jeffrey A. Graves, President and CEO, said, "Fiscal 2011
represented a year of many challenges, but with our financial
restructuring completed in December last year, and significantly
improved top line and bottom line performance realized in our
recently completed fourth quarter, we believe the global strength
of the C & D brand is now beginning to be fully demonstrated.  Dr.
Graves continued, "Revenues in the fourth quarter reflected over
ten percent growth from both the third quarter of the current year
and fourth quarter a year ago, driven by strong performance in
Asia, as well as the success of our new products globally,
partially offset by the ongoing softness in the North American
large Uninterruptible Power Supply market.  In addition, we
continued to make progress throughout the year in modernizing our
manufacturing operations and in reducing Selling and
Administrative costs.  Through these efforts we were very pleased
to report today that we generated $6.7 million of Adjusted EBITDA
in the fourth quarter and approximately $15.9 million of Adjusted
EBITDA for the full fiscal year, in comparison to $1.3 million for
fiscal 2010."

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

                        http://is.gd/kUwIGV

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CABI SMA: Amends Chapter 11 Reorganization Plan
-----------------------------------------------
Cabi SMA Tower I, LLLP, filed with the U.S. Bankruptcy Court for
the Southern District of Florida, Miami Division, a first amended
plan of reorganization and disclosure statement explaining the
plan.

The Plan provides for a restructuring of the Debtor's financial
obligations.  The Debtor says the proposed restructuring will
provide it with the necessary liquidity to compete effectively in
today's business environment.

The Plan is premised upon the funding of (i) up to $7 million on
the Effective Date in order to consummate the Plan and (ii)
shortfalls, if any, by the Reorganized Debtor.  The Plan Investors
will make the Equity Contribution via a newly formed limited
liability company, Teca Group Investments LLC.

The First Amended Plan provides for this classification and
treatment of claims:

Class     Description           Treatment
-----     -----------           ---------
NA        Administrative        Paid in full, in cash.
          Expenses              Est. Allowed Amount: $350,000
                                Est. Percentage Recovery: 100%

NA        Priority Tax          Paid in full, in cash over a
          Claims                period not exceeding five years
                                from Petition Date, with interest.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

1         Priority Non-Tax      Not impaired.  Paid in full, in
          Claims                cash.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

2         Secured Claim of      Unimpaired.  Paid in full, in cash
          Miami-Dade Tax        in the amount of any remaining
          Collector             2009 and 2010 taxes owed to the
                                county.
                                Est. Allowed Amount: $829,126
                                Est. Percentage Recovery: 100%

3         Secured Tax           Impaired.
          Certificate           Est. Allowed Amount: $352,980
          Claims                Est. Percentage Recovery: 100%

4         Secured Prepetition   Impaired.  Will receive New Senior
          Loan Claim            Note.
                                Est. Allowed Amount: $16,000,000
                                Est. Percentage Recovery: 100%

5         Other Secured         Impaired.  Will receive either of
          Claims                full payment in cash, or
                                reinstatement of claim,
                                satisfaction by the surrender of
                                collateral securing claim, or
                                treatment that otherwise renders
                                the claim unimpaired.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

6         Customer Deposit      Impaired.  Will receive cash in
          Claims                the amount of the principal
                                balance of the escrow fund, cash
                                in the statutory amount of any
                                Priority Non-Tax Claim, and cash
                                in the amount of 15% of the
                                holders' allowed unsecured
                                customer deposit claim.

                                Est. Allowed Amount (Secured):
                                $3,909,956
                                Est. Percentage Recovery: 100%

                                Est. Allowed Amount (Priority):
                                $104,000
                                Est. Percentage Recovery: 100%

                                Est. Allowed Amount (Unsecured):
                                $2,176,361
                                Est. Percentage Recovery: 15%

7         General Unsecured     Impaired.  Will receive cash in
          Claims                the amount equal to 15% of the
                                Allowed Claim.
                                Est. Allowed Amount: $453,404
                                Est. Percentage Recovery: 15%

8         Unsecured             Impaired.  Will receive the New
          Prepetition Loan      Junior Note.
          Claim                 Est. Allowed Amount: $13,198,303
                                Est. Percentage Recovery: 100%

9         Old Equity Interests  Impaired, no distribution.
                                Est. Allowed Amount: NA
                                Est. Percentage Recovery: 0%

A full-text copy of the April 27 Disclosure Statement is available
at http://bankrupt.com/misc/CABISMA_DS.pdf

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

aesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years," S&P said.

"Although the proposed amend and extend transaction would improve
Caesars' already strong debt maturity profile," added Mr. Bubeck,
"we believe the increase in interest rate offered to extending
lenders will weigh on the company's liquidity profile, given weak
EBITDA coverage of interest of just 0.9x as of Dec. 31, 2010." "We
expect EBITDA to begin to grow this year following three years of
moderate declines. However, absent meaningful growth in EBITDA
over the next few years, Caesars will likely burn substantial cash
to meet capital expenditure needs and may be challenged to
continue to meet long-term debt service obligations. The proposed
amendment would also allow Caesars to buy back loans from
individual lenders at a price that may be below par. Given the
company's very weak financial profile, we would likely view
buybacks at a price meaningfully below par as tantamount to a
default and lower our ratings in accordance with our distressed
exchange criteria," S&P stated.


CARESTREAM HEALTH: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 95.00 cents-
on-the-dollar during the week ended Friday, May 6, 2011, a drop of
1.11 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 22, 2017, and
carries Moody's B1 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the B1 corporate family rating of Carestream
Health, Inc.  Concurrently, Moody's assigned a B1 to the proposed
$2 billion credit facility including a $150 million first lien
senior secured revolver and a $1.85 billion first lien term loan.
Proceeds of the proposed credit facility will be used to retire
the existing first and second lien credit agreements and pay a
$200 million dividend to equity sponsor, Onex.  The outlook for
the ratings is stable.

The B1 corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  The ratings outlook could improve if the company is
able to more than offset the decline in the film business with
growth in its other businesses such that the company demonstrates
sustained revenue and profitability growth.

The TCR also reported that Standard & Poor's assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health, Inc.'s
proposed new $2 billion senior secured credit facility.  The
recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a default scenario.
S&P expects the company to use the proceeds to refinance existing
debt and pay a $200 million dividend to sponsor Onex Corp.  The
proposed facility includes a $150 million revolver.  At the same
time, S&P affirmed Carestream's 'B+' corporate credit rating.  The
outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down deb.

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended Sept. 30, 2010,
Carestream had revenues of $2.3 billion.


CARIBE MEDIA: Bankruptcy Cues Moody's to Slash CFR to 'Ca'
----------------------------------------------------------
Moody's Investors Service changed Caribe Media, Inc.'s Probability
of Default Rating (PDR) to D from Caa3 following the company's
announcement that it filed voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on May 3, 2011. In
addition, the company's Corporate Family Rating was lowered from
Caa2 to Ca and its senior secured revolver and term loan ratings
were lowered from B3 to Caa1. The rating outlook was changed to
stable from negative. Moody's expects to withdraw all ratings for
the company over the near term.

Downgrades:

   Issuer: Caribe Media, Inc.

   -- Probability of Default Rating, downgraded to D from Caa3

   -- Corporate Family Rating, downgraded to Ca from Caa2

   -- Senior Secured Revolver due 2012, downgraded to Caa1, LGD2-
      11% from B3, LGD2-16%

   -- Senior Secured Term Loan due 2013, downgraded to Caa1, LGD2-
      11% from B3, LGD2-16%

Outlook Actions:

   Issuer: Caribe Media, Inc.

   -- Outlook, changed to Stable from Negative

   -- Moody's does not rate Caribe's $50.6 million (includes PIK
      accretion) of subordinated notes due 2014, which are held
      entirely by its primary shareholder Welsh, Carson, Anderson
      & Stowe.

RATINGS RATIONALE

The downgrade of the PDR to D reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating. The Ca Corporate
Family Rating (CFR) and the Caa1 ratings for the senior secured
credit facilities were based on the application of Moody's Loss
Given Default framework utilizing an expected 50% family recovery
rate for the overall company, and an 80% to 90% recovery rate for
the senior secured credit facilities.

Caribe Media, 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 Caribe Media, Inc.'s core
industry and believes Caribe Media, Inc.'s ratings are comparable
to those of other issuers with similar credit risk.

Caribe Media, Inc., based in Puerto Rico, owns directory
publishing operating subsidiaries in two Caribbean nations. In
Puerto Rico, Caribe owns 60% of Axesa Servicios de Informacion S.
en C. and Axesa Servicios de Informacion Inc., and in the
Dominican Republic Caribe owns 100% of Caribe Servicios de
Informacion Dominicana S.A. The company reported revenues of
approximately $92 million for the eleven months ended November
2010. The company is an indirect, wholly-owned subsidiary of Local
Insight Media Holdings, Inc. whose primary owner is Welsh, Carson,
Anderson & Stowe.


CASCADE BANCORP: Five Proposals Approved at Annual Meeting
----------------------------------------------------------
Cascade Bancorp held its 2010 Annual Meeting of Shareholders on
April 25, 2011.  Five proposals were submitted to and approved by
the Company's shareholders.  The holders of 44,123,715 shares of
common stock, 93.76% of the outstanding shares entitled to vote as
of the record date, which constituted a quorum, were represented
at the meeting in person or by proxy.

Stockholders approved these proposals:

  (1) Election of 10 directors to the Board of Directors:

      * Jerol E. Andres
      * Henry H. Hewitt
      * Gary L. Hoffman
      * Judith A. Johansen
      * Patricia L. Moss
      * Ryan R. Patrick
      * Thomas M. Wells
      * Chris Casciato
      * Michael Connolly
      * James B. Lockhart III

   (2) The amendment to the 2008 Performance Incentive Plan
       increasing the number of shares of stock reserved for
       issuance under the Plan from 1,000,000 to 6,000,000.

   (3) Ratification of the appointment of Delap LLP as the
       Company's independent auditors for 2011.

   (4) Approval, on an advisory basis, of the Company's executive
       compensation.

   (5) One year advisory vote on executive compensation.

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

The Company's balance sheet at Dec. 31, 2010, showed $1.71 billion
in total assets, $1.70 billion in total liabilities, and
$10.05 million in total stockholders' equity.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.


CELANESE CORP: Moody's Assigns 'Ba3' Rating to New Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to $400 million of
senior unsecured notes due 2021 to be issued by Celanese US
Holdings LLC (CUSH), which are guaranteed by Celanese Corporation
(Celanese) and certain subsidiary guarantors. Proceeds from the
notes and roughly $122 million of cash will be used to reduce
amounts outstanding under its term loan B. The outlook is stable.

"Celanese's credit metrics have strengthened significantly over
the past year due to a combination of improved financial
performance and modest debt reduction;" stated John Rogers, Senior
Vice President at Moody's, "Metrics should improve further along
with company's financial performance in 2011."

Moody's raised the senior secured ratings on the revolvers and
term loans at Celanese U.S. Holdings LLC to Ba1 from Ba2 due to
the decline in secured debt subsequent to this transaction.
Moody's also affirmed the existing Ba2 corporate family rating at
Celanese Corporation, the Ba3 ratings on senior unsecured debt at
Celanese U.S. Holdings LLC, the B1 ratings on industrial revenue
bonds supported by CNA Holdings Inc and Celanese's SGL-1
Speculative Grade Liquidity rating.

Celanese's Ba2 CFR takes into account Celanese's strong
competitive positions in the acetyl chain, acetate tow and
engineered polymers. All of these businesses have meaningful
competitive barriers, including process know-how and requirements
for world scale production capabilities. The rating is tempered by
its significant exposure to volatile petrochemical feedstocks and
sizable debt-like liabilities that weaken its credit metrics. The
Ba3 rating on the unsecured notes reflects their size relative to
the amount of debt in the capital structure, as well as the
limited collateral provided to the secured revolver and term
loans.

Despite Celanese's very large cash balance, Moody's does not
utilize net debt metrics given prior statements by management that
funding strategic growth is the highest priority for cash.
Management has continued to fund modest debt reduction along with
shareholder remuneration activities. Last week Celanese announced
an increase its share repurchase authorization to $200 million and
a 20% increase in its dividend (i.e., $6 million per year
increase).

The stable outlook reflects Moody's expectations for continued
improvement in Celanese's financial performance, from very weak
levels through much of 2010 and modest debt reduction. LTM metrics
ending March 31, 2011 are supportive of the rating (e.g., 3.7x
Debt/EBITDA, 17% Retained Cash Flow/Debt and 5% Free Cash
Flow/Debt). If the company's EBITDA rises above $1.3 billion in
2011 (the company's most recent earnings projection for 2011 has
it close to this level) and debt remains at or below current
levels, there would be positive pressure on the ratings. There is
limited downside to the rating at the current time. Moody's
adjusted credit metrics are substantially different that it's
reported metrics due to significant debt-like liabilities
including roughly $1 billion in pension liabilities and $900
million in operating leases.

Celanese's SGL-1 Speculative Grade Liquidity rating is supported
by a large cash balance of over $600 million (subsequent to this
transaction), expected free cash flow generation of over $300
million in the next four quarters (excluding the Kelsterbach
relocation expenses) and full availability under its $600 million
revolving credit facility.

Ratings assigned:

   Celanese U.S. Holdings LLC

   -- $400 million guaranteed senior unsecured notes due 2021 at
      Ba3 (LGD4, 61%)

   -- Senior unsecured shelf at (P)Ba3

Ratings affirmed:

   Celanese U.S. Holdings LLC

   -- $600 million guaranteed senior unsecured notes due 2018 at
      Ba3 (LGD4, 61%)

    Industrial revenue bonds supported on a senior unsecured basis
    at B1 (LGD6, 96%)

Ratings raised:

   Celanese U.S. Holdings LLC

   -- Guaranteed senior secured revolver due 2015 and letter of
      credit facility due 2014 to Ba1 from Ba2 (LGD3, 34%)

   -- Guaranteed senior secured term loans due 2014* and 2016 to
      Ba1 from Ba2 (LGD3, 34%)

      * Will be repaid upon completion of the transaction and
        rating will be withdrawn

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

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, vinyl acetate monomer, emulsions,
acetate tow and engineered thermoplastics. Celanese reported sales
of $6.1 billion for the LTM period ended March 31, 2011. Celanese
US Holdings LLC and Celanese Americas LLC are wholly owned
subsidiaries and co-borrowers under the credit facilities.


CELL THERAPEUTICS: Retires 7.5% Convertible Senior Notes
--------------------------------------------------------
Cell Therapeutics, Inc., has deposited $10.6 million in cash as
trust funds with U.S. Bank National Association, as the trustee of
the outstanding 7.5% convertible senior notes, which is an amount
sufficient to pay and discharge the entire amount due on the
Notes, including accrued and unpaid interest.

"Due to our successful efforts last year that resulted in a
significant reduction of our debt, along with the retirement of
the Notes, there now remains only one series of convertible senior
notes on the balance sheet.  We plan to retire the remaining
outstanding convertible senior notes at maturity in December 2011,
which would leave CTI free of any remaining convertible debt,"
said James A. Bianco, M.D., CEO of CTI.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company in the Form 10-Q said that it does not expect its
existing cash and cash equivalents will be sufficient to fund the
Company's presently anticipated operations through the third
quarter of 2011.


CELL THERAPEUTICS: Investors Buy $16MM of Pref. Stock & Warrants
----------------------------------------------------------------
Cell Therapeutics, Inc., has entered into an agreement to sell,
subject to customary closing conditions, approximately $16.0
million of shares of its Series 12 Preferred Stock and warrants to
purchase shares of its common stock in a registered offering to
three institutional investors.  Each share of Series 12 Preferred
Stock is convertible at the option of the holder, at any time
during its existence, into approximately 2,857 shares of common
stock at a conversion price of $0.35 per share of common stock,
for a total of 45,634,286 shares of common stock.

In connection with the offering, the investors received warrants
to purchase up to 18,253,714 shares of common stock.  The warrants
have an exercise price of $0.40 per warrant share, for total
potential additional proceeds to the Company of approximately $7.3
million upon exercise of the warrants for cash.  The warrants are
exercisable immediately and expire five years from the date of
issuance.

The Company intends to use the net proceeds from the offering for
general corporate purposes, which may include, among other things,
paying interest on or retiring portions of its outstanding debt,
funding research and development, preclinical and clinical trials,
the preparation and filing of new drug applications and general
working capital.  The Company may also use a portion of the net
proceeds to fund possible investments in, or acquisitions of,
complementary businesses, technologies or products.  The Company
has recently engaged in limited discussions with third parties
regarding such investments or acquisitions, but has no current
agreements or commitments with respect to any investment or
acquisition.

Shares of the Series 12 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock and have no voting rights on general corporate
matters.

The closing of the offering is expected to occur on May 2, 2011,
at which time the Company will receive the cash proceeds and
deliver the securities.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman &
Renshaw Capital Group, Inc., acted as the exclusive placement
agent for the offering.

A shelf registration statement relating to the shares of Series 12
Preferred Stock and warrants issued in the offering has been filed
with the Securities and Exchange Commission.  A prospectus
supplement under Rule 424 of the Securities Act of 1933, as
amended, relating to the offering will be filed with the SEC.
Copies of the prospectus supplement and accompanying prospectus
may be obtained directly from the Company by contacting the
Company at the following address: Cell Therapeutics, Inc., 501
Elliott Avenue West, Suite 400, Seattle, Washington 98119.  This
press release does not constitute an offer to sell or a
solicitation of an offer to buy the Series 12 Preferred Stock or
warrants.  No offer, solicitation or sale will be made in any
jurisdiction in which such offer, solicitation or sale is
unlawful.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company in the Form 10-Q said that it does not expect its
existing cash and cash equivalents will be sufficient to fund the
Company's presently anticipated operations through the third
quarter of 2011.


CELL THERAPEUTICS: Issues 912,686 Warrants to Rodman & Renshaw
--------------------------------------------------------------
On April 27, 2011, Cell Therapeutics, Inc., entered into a
Securities Purchase Agreement with certain purchasers.  Pursuant
to the Purchase Agreement, the Company agreed to issue to the
Purchasers in a registered offering (i) an aggregate of 15,972
shares of the Company's Series 12 Preferred Stock, no par value
per share, initially convertible into 45,634,286 shares of the
Company's common stock, no par value per share, and (ii) warrants
to purchase up to 18,253,714 shares of Common Stock for an
aggregate offering price of approximately $16 million.  Prior to
the closing, the Purchasers elected to convert all 15,972 shares
of Preferred Stock and to receive the 45,634,286 shares of Common
Stock issuable upon such conversion at the closing.  On May 3,
2011, the Company closed the Offering.

In addition, the Company issued Warrants to purchase an aggregate
of 912,686 registered shares of Common Stock to Rodman & Renshaw,
LLC, as partial compensation for its services in connection with
the Offering.  The Placement Agent Warrants issued to the
Placement Agent have an initial exercise price of $0.4375 per
share of Common Stock and are otherwise substantially the same as
the Warrants issued in the Offering.

A copy of the opinion of Karr Tuttle Campbell related to the
legality of the Preferred Stock, the shares of Common Stock
issuable upon conversion of the Preferred Stock, the Warrants and
the shares of Common Stock issuable upon exercise of the Warrants
is available for free at http://is.gd/Ca2hAf

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company in the Form 10-Q said that it does not expect its
existing cash and cash equivalents will be sufficient to fund the
Company's presently anticipated operations through the third
quarter of 2011.


CELL THERAPEUTICS: Receives NASDAQ Notice of Non-Compliance
-----------------------------------------------------------
Cell Therapeutics, Inc.'s Board of Directors approved a reverse
stock split following the Company's receipt on May 3, 2011 of a
notification of non-compliance from the staff of The NASDAQ Stock
Market LLC.  The notification stated that the Company has not
regained compliance with NASDAQ Listing Rule 5550(a)(2) because
the Company's common stock (the "Common Stock") did not maintain a
minimum closing bid price of $1.00 per share over a period of at
least ten consecutive business days ending on or prior to May 2,
2011.  As a result of the notification of non-compliance, the
Common Stock is subject to delisting unless the Company requests a
hearing before the NASDAQ Listing Qualifications Panel (the
"Panel").  Accordingly, the Company plans to timely request a
hearing before the Panel, thereby allowing the Common Stock to
continue to trade on The NASDAQ Capital Market pending the
issuance of the Panel's decision following the hearing.

The Company expects that the hearing will be held within 45 days.
At the hearing, the Company will present a plan for achieving
compliance with the NASDAQ listing requirements, which will
include the implementation of the reverse stock split approved by
the Board.  The Company anticipates that it will have already
effected the reverse stock split by the time of the hearing.
Notwithstanding the reverse stock split, there can be no assurance
that the Panel will grant the Company's request for continued
listing on The NASDAQ Capital Market.  In determining whether the
Company has regained compliance with the $1.00 per share minimum
closing bid price requirement, the NASDAQ will require a closing
bid price of at least $1.00 per share for a minimum of ten
consecutive business days and may, under the NASDAQ Listing Rules,
elect to monitor the trading price of the Common Stock for as long
as 20 business days.

It is presently anticipated that the reverse stock split will
become effective on or about May 15, 2011. Upon the effectiveness
of the reverse stock split, each of the Company's shareholders
will receive one new share of Common Stock in exchange for every
six shares such shareholder holds.  The Common Stock will begin
trading on a split-adjusted basis on the Mercato Telematico
Azionario stock market (the "MTA") in Italy and The NASDAQ Capital
Market in the United States on May 16, 2011.  On The NASDAQ
Capital Market, trading of the Common Stock will appear under the
temporary trading symbol "CTICD" in order to inform the investment
community of the reverse stock split.  The Company's trading
symbol will revert to "CTIC" on or about June 13, 2011.  The
Company's trading symbol on the MTA will not change due to the
reverse stock split.

The reverse stock split will affect all outstanding and authorized
shares of the Common Stock as well as the number of shares of
Common Stock underlying stock options and other exercisable or
convertible instruments outstanding at the effective time of the
reverse stock split.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Dec. 31, 2010, showed $53.6 million
in total assets, $45.3 million in total liabilities, $13.4 million
in common stock purchase warrants, and a stockholders' deficit of
$5.1 million.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.


CHARTER COMMS: S&P Keeps 'BB-' Rating on Unsecured Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said the increased size of
unsecured notes issued by CCO Holdings LLC and CCO Holdings
Capital Corp., subsidiaries of St. Louis-based cable TV operator
Charter Communications Inc., does not affect ratings on the
issue or other ratings on Charter and related entities, including
S&P's 'BB-' corporate credit rating on Charter and the stable
outlook.

"On May 3, 2011, we assigned our 'BB-' issue rating to $1 billion
of senior unsecured notes due 2021, to be sold by Charter
subsidiaries, along with a '4' recovery rating. The issue size has
been increased to $1.5 billion with the company likely to use the
incremental net proceeds to repay bank term loans," S&P stated.

"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/--

CCO Holdings LLC
CCO Holdings Capital Corp.
Senior Unsecured
  $1.5 bil. notes due 2021          BB-
   Recovery Rating                  4


CHARTER COMMS: Moody's Rates Proposed $1BB Sr. Unsec. Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$1 billion issuance of senior unsecured notes due 2021 of CCO
Holdings, LLC (CCO Holdings), an indirect intermediate holding
company of Charter Communications, Inc. (Charter) and Ba3 rated
CCH II, LLC (legal entity at which Moody's houses the fundamental
benchmark Corporate Family Rating or CFR). The company plans to
use proceeds to repay first lien bank debt of Charter
Communications Operating, LLC (CCO), which matures in March 2014
and March 2015. Although leverage neutral and resulting in some
increase in interest expense, the opportunistic refinancing
continues Charter's trend of improving its liquidity by raising
cost-effective long-term financing and extending the maturity
profile.

Moody's also affirmed CCH II, LLC's Ba3 corporate family rating,
SGL-1 speculative grade liquidity rating, and positive outlook,
and raised the ratings on the $4 billion of existing senior
unsecured bonds at CCO Holdings to B1, in line with the rating on
the proposed bond issuance. The upgrade to B1 incorporates the
reduction in senior debt ahead of CCO Holdings bondholders pro
forma for the repayment of incremental senior secured first lien
debt. The CCO Holdings bonds now represent the single largest
class of debt within the capital structure. Moody's also upgraded
the ratings on CCO's second lien notes to Ba2 from Ba3 and on CCO
Holdings' senior secured first lien (but effectively third lien
due to security in CCO stock only) to Ba3 from B1, again due to
the reduction in senior capital.

Moody's also revised LGD point estimates and affirmed ratings.

   CCO Holdings, LLC

   -- $1,000 Million NEW Senior Unsecured Bonds due 2021, Assigned
      B1, LGD5, 71%

   -- $1,400 Million (including add-on) of 7% Sr Unsec Nts due
      2019, upgraded to B1, LGD5, 71% from B2, LGD5-81%

   -- $1,000 Million of 7.25% Sr Unsec Nts due 2017, upgraded to
      B1, LGD5, 71% from B2, LGD5-81%

   -- $900 Million of 7.875% Sr Unsec Nts due 2018, upgraded to
      B1, LGD5, 71% from B2, LGD5-81%

   -- $700 Million of 8.125% Sr Unsec Nts due 2020, upgraded to
      B1, LGD5, 71% from B2, LGD5-81%

   -- $350 Million Sr Sec 1st Lien (but CCO stock only, so
      effectively 3rd Lien) Credit Facility due 2014, Upgraded to
      Ba3, LGD3, 46% from B1, LGD4, 60%

   Charter Communications Operating, LLC

   -- $1,300 Million (0 drawn proforma for transaction) Sr Sec 1st
      Lien (CCO assets) Revolving Credit Facility due March 2015,
      Affirmed Ba1, LGD Upgraded to LGD2 16% from LGD2, 17%

   -- $199 Million Sr Sec 1st Lien (CCO assets) Non-Revolving
      Credit Facility due 2013, Affirmed Ba1, LGD Upgraded to LGD2
      16% from LGD2, 17%

   -- $3,337 Million (approximately $514 Million outstanding
      proforma for transaction) Sr Sec 1st Lien (CCO assets) Term
      Loan B-1 due March 2014, Affirmed Ba1, LGD Upgraded to LGD2
      16% from LGD2, 17%

   -- $500 Million (approximately $66 Million proforma for pending
      transaction) Sr Sec 1st Lien (CCO assets) Term Loan B-2 due
      March 2014, Affirmed Ba1, LGD Upgraded to LGD2 16% from
      LGD2, 17%

   -- $3,000 Million (approximately $2,979 Million outstanding) Sr
      Sec 1st Lien (CCO assets) Term Loan C due Sept 2016,
      Affirmed Ba1, LGD Upgraded to LGD2 16% from LGD2, 17%

   -- $1,100 Million of 8% Sr Sec 2nd Lien (CCO assets) Nts due
      2012, upgraded to Ba2, LGD3-42%, from Ba3, LGD3-48%

   -- $546 Million of 10.875% Sr Sec 2nd Lien (CCO assets) Nts due
      2014, upgraded to Ba2, LGD3-42%, from Ba3, LGD3-48%

   CCH II, LLC (CCH II)

   -- Corporate Family Rating, Affirmed Ba3

   -- Probability of Default Rating, Affirmed Ba3

   -- Speculative Grade Liquidity Rating, Affirmed SGL-1

   -- $1,766 Million of 13.5% Sr Unsec Nts due 2016, Affirmed B2
      (LGD6-93%)

RATINGS RATIONALE

Charter's Ba3 corporate family rating continues to reflect its
moderately high financial risk, with leverage of almost 5 times
debt-to-EBITDA. This leverage poses risk considering the pressure
on revenue from its increasingly mature core video offering (which
represents about half of total revenue) and the intensely
competitive environment in which it operates. The company's
substantial scale and Moody's expectations for continued
operational improvements and ancillary growth opportunities, along
with the meaningful perceived asset value associated with its
sizeable (albeit still shrinking) 5+ million customer base,
support the rating.

Moody's continues to characterize Charter's liquidity as "very
good," as indicated by its SGL-1 speculative grade liquidity
rating. Significant capacity under CCO's $1.3 billion revolver
(estimated availability increases to approximately $1.2 billion
pro forma for the transaction) combined with expectations for
healthy positive free cash flow (in the $400 to $500 million
range) provide ample liquidity to address the nearest meaningful
maturity of $1.1 billion second lien notes due in April 2014, as
well as modest required amortization.

The positive outlook continues to reflect Charter's steadily
improving credit profile and expectations that its enhanced
financial flexibility will afford the company greater opportunity
to invest, which should increase asset value and facilitate
further balance sheet strengthening over time.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and commitment to improving
the credit profile. Specifically, Moody's could upgrade the CFR
based on expectations for sustained leverage below 4.5 times debt-
to-EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would also require
Charter to increase penetration levels (to those more in line with
industry averages) and grow revenue per homes passed while
maintaining margins.

Given the positive outlook, limited downward ratings pressure
exists over the near term. However, Moody's would likely downgrade
ratings if ongoing basic subscriber losses, declining penetration
rates, and/or a reversion to more aggressive financial policies
contributed to expectations for leverage above 6 times debt-to-
EBITDA and/or low single digit or worse free cash flow-to-debt.

The principal methodology used in rating Charter Communications
was the Global Cable Television Industry Methodology, published
July 2009.

One of the largest domestic cable multiple system operators
serving approximately 4.5 million basic video customers (5.1
million customers in total), Charter Communications, Inc.,
maintains its headquarters in St. Louis, Missouri. Its annual
revenue is approximately $7 billion.


CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 94.31 cents-
on-the-dollar during the week ended Friday, May 6, 2011, a drop of
0.44 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer offering accessories and jewelry for kids,
teens, teens, and young women in the 3 to 27age range.  The
Company is organized based on its geographic markets, which
include North American division and European division.  As of Jan.
30, 2010, it operated a total of 2,948 stores, of which 1,993 were
located in all 50 states of the United States, Puerto Rico,
Canada, and the United States Virgin Islands (its North American
division) and 955 stores were located in the United Kingdom,
France, Switzerland, Spain, Ireland, Austria, Germany,
Netherlands, Portugal, and Belgium (its European division).  Its
stores operate under the trade names Claire's and Icing.  In
addition, as of Jan. 30, 2010, it franchised 195 stores in the
Middle East, Turkey, Russia, South Africa, Poland, Greece,
Guatemala and Malta under franchising agreements.  It also
operates 211 stores in Japan through its Claire's Nippon 50:50
joint venture with AEON Co. Ltd.

Claire's Stores reported net income of $4.32 million on $1.42
billion of net sales for the fiscal year ended Jan. 29, 2011,
compared with a net loss of $10.40 million on $1.34 billion of net
sales for the fiscal year ended Jan. 30, 2010.  The Company also
reported net income of $21.31 million on $421.91 million of net
sales for the three months ended Jan. 29, 2011, compared with net
income of $19.46 million on $410.69 million of net sales for the
three months ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed $2.86 billion
in total assets, $2.89 billion in total liabilities, and a
$26.51 million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating.  The
rating outlook is positive.

The upgrade of Claire's first lien bank facilities is in response
to the repayment of $245 million of the term loan B, which reduced
the amount of senior secured first lien bank debt in the capital
structure.  The upgrade also reflects Claire's recently issued
$450 million second lien notes, which provide additional support
to the first lien bank facilities.


CLEAN BURN: Can Return Liquid Yeast to LET in Exchange for $8,000
-----------------------------------------------------------------
Clean Burn Fuels, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina, Durham
Division, to return totes of liquefied yeast to Lallemand Ethanol
Technology in exchange for certain conditions.

LET supplies liquefied yeast to the Debtor for use in connection
with the production of ethanol.  In February, LET delivered a
total of seven totes of stabilized liquid yeast to the Debtor.
Because of the suspension of production, the Debtor realized it
would be unable to use the last five totes.

Accordingly, the Debtor and LET agreed that due to the perishable
nature of the liquid yeast, the Debtor's estate would not benefit
by a return of the goods and the situation should instead be
remedied pursuant to Section 546(h) of the Bankruptcy Court.  LET,
the Debtor, and Cape Fear Farm Credit, ACA, as lender to the
Debtor, agree that the yeast will be returned to LET.

LET will pay the Lender $8,000 in cash for a release of its liens
on the yeast.  The Debtor and LET also agree to a credit of $9.340
against LET's unsecured claim against the Debtor.

                         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.

The U.S. Trustee appointed a four-member official committee of
unsecured creditors in the bankruptcy case.


COASTAL BANK: Closed; Premier American Bank NA Assumes Deposits
---------------------------------------------------------------
Coastal Bank of Cocoa Beach, Fla., was closed on Friday, May 6,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Premier American Bank, National Association, of
Miami, Fla., to assume all of the deposits of Coastal Bank.

The two branches of Coastal Bank will reopen during regular
banking hours as branches of Florida Community Bank, a division of
Premier American Bank, N.A.  Depositors of Coastal Bank will
automatically become depositors of Florida Community Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Coastal Bank should continue to use their
existing branch until they receive notice from Premier American
Bank, N.A., that it has completed systems changes to allow other
Premier American Bank, N.A., branches to process their accounts as
well.

As of March 31, 2011, Coastal Bank had around $129.4 million in
total assets and $123.9 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Premier American
Bank, N.A., agreed to purchase essentially all of the assets.

The FDIC and Premier American Bank, N.A., entered into a loss-
share transaction on $108.2 million of Coastal Bank's assets.
Premier American Bank, N.A., will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-894-7292.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/coastal_fl.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $13.4 million.  Compared to other alternatives, Premier
American Bank, N.A.'s acquisition was the least costly resolution
for the FDIC's DIF.  Coastal Bank is the 40th FDIC-insured
institution to fail in the nation this year, and the fifth in
Florida.  The last FDIC-insured institution closed in the state
was Cortez Community Bank, Brooksville, on April 29, 2011.


COASTAL TECHNOLOGIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Coastal Technologies, Inc.
        21711 FM 1093
        Richmond, TX 77407

Bankruptcy Case No.: 11-34020

Chapter 11 Petition Date: May 3, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  FUQUA & ASSOCIATES, PC
                  5005 Riverway, Suite 250
                  Houston, TX 77056
                  Tel: (713) 960-0277
                  E-mail: fuqua@fuquakeim.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jeanne Franck                                    $12,000
15923 Viney Creek
Houston, TX 77095

The petition was signed by Robert B. Ferguson, president.


COLONIAL BANCGROUP: Creditors Object to FDIC's Ch 7.Bid
-------------------------------------------------------
BankruptcyData.com reports that Colonial BancGroup's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the motion of the Federal Deposit Insurance
Corporation (FDIC), in its capacity as receiver for Colonial Bank,
Montgomery, Alabama, to convert the Chapter 11 reorganization case
to Chapter 7 liquidation status.  The Company also objected to the
same FDIC motion.

The Company asserts, "Whether or not grounds exist for conversion
of this Chapter 11 case to Chapter 7, the Court and all interested
parties in this case deserve more than gratuitous, ad hominem
attacks by the FDIC-Receiver on the Debtor's chief recovery
officer and estate professionals."

The objection continues, "The Debtor firmly believes that the Plan
is both confirmable and should be confirmed.  If the Court agrees,
the Conversion Motion should be dismissed for that reason alone.
If, however, the Court declines to confirm the Plan, then the
unique and unusual circumstances of this case strongly militate
against conversion of the case to Chapter 7.  The only party in
interest that has requested conversion is the FDIC-Receiver -
which is the defendant in claims asserted against it by the
Debtor, the plaintiff in substantial priority claims asserted
against the estate, the entity in control of a substantial portion
of the Debtor's business records and the holder of contingent and
unliquidated claims that arise only if the Debtor is successful in
pending litigation with the FDIC-Receiver.  To allow a party in
interest who vigorously has asserted in every filing with the
Court (including the Conversion Motion) that it does not and will
not have a replacement claim (because it will prevail in all
disputes with the Debtor) to dictate the direction of a case in
which it is the target plaintiff and defendant is reason enough to
deny the Conversion Motion."

Meanwhile, American Bankruptcy Institute reports that the Federal
Deposit Insurance Corp. blasted Colonial BancGroup's request to
postpone an upcoming trial over more than $1.5 billion in disputed
assets, claiming the bank-holding company's courtroom
"gamesmanship" and "stalling tactics" are unfairly hurting its
interests.

                    About The Colonial BancGroup

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

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

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

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


COLTS RUN: Hearing on Cash Collateral Use Request Set for July 20
-----------------------------------------------------------------
A hearing on Colts Run, L.L.C.'s request for authority to use cash
collateral is set for July 20, 2011, at 10:30 a.m., before the
U.S. Bankruptcy Court for the Northern District of Illinois.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, represents the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


COLUMBUS COUNTRY: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Columbus Country Club, Inc.
        Post Office Box 1041
        2331 Military Road
        Columbus, MS 39703

Bankruptcy Case No.: 11-12005

Chapter 11 Petition Date: May 3, 2011

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.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/msnb11-12005.pdf

The petition was signed by Will Cooper, secretary.


COMPOSITE TECH: Has Until Today to File Schedules and Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District Of California
gave until today, May 9, 2011, Composite Technology Corporation,
et al., to file their schedules of assets and liabilities, and
statement of financial affairs.

The Debtors are represented by:

     Paul J. Couchot, Esq.
     Sean A. O'keefe, Esq.
     Payam Khodadadi, Esq.
     WINTHROP COUCHOT PROFESSIONAL CORPORATION
     660 Newport Center Drive, Fourth Floor
     Newport Beach, CA 92660
     Tel: (949) 720-4100
     Fax: (949) 720-4111
     E-mails: Pcouchot@Winthropcouchot.Com
              Sokeefe@Winthropcouchot.Com
              pkhodadadi@winthropcouchot.com

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

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, Judge Mark S. Wallace
presiding.  The Debtor's bankruptcy case was reassigned to Judge
Scott C. Clarkson on April 13, 2011.  Composite Technology
estimated assets at $10 million to $50 million and $1 million to
$10 million in debts as of the Chapter 11 filing.  Paul J.
Couchot, Esq., at Winthrop Couchot PC, serves as the Debtors'
counsel.

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

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


CONAGRA FOODS: Moody's Reviews Preferred Shelf '(P)Ba1' Rating
--------------------------------------------------------------
Moody's Investors Service placed the Baa2 long-term rating and
Prime-2 short-term rating of ConAgra Foods under review for
possible downgrade following the company's announced unsolicited
proposal to purchase Ralcorp Holdings for $7.4 billion, including
$4.9 billion in cash and $2.5 billion in assumed debt.

The rating review reflects the possibility that the proposal will
lead to a definitive transaction, which could result in a material
deterioration in ConAgra's credit profile. If a transaction were
to be consummated under the broad terms announced (assuming an
all-debt financed transaction) a possible downgrade could be
limited to one notch. However, Moody's cautions that the financing
plan has not been announced, and terms of the non-binding proposal
are likely to change, which could affect Moody's view. ConAgra has
stated its intent to maintain an investment grade profile.

"We consider ConAgra's announcement . . . to be part of the early
stages of negotiation with Ralcorp, so it's much too early to make
a full assessment of the strategic merits of the transaction, the
execution risks, or the resulting capital structure, if
consummated," commented Brian Weddington, Moody's Senior Credit
Officer. "However, we believe that maintaining an investment grade
rating is a key element to ConAgra's acquisition strategy," added
Weddington.

In the near-term, Moody's review will monitor further developments
with respect to ConAgra's proposed transaction, including
Ralcorp's response, which Moody's expects is forthcoming. If both
companies should decide to move forward with a transaction,
Moody's review will focus on the final details of any such
agreement, and the operating and business strategy of the
resulting entity. Until either an agreement is reached or ConAgra
withdraws its offer, the ratings will remain under review for
possible downgrade.

Ratings placed under review for downgrade:

   ConAgra Foods, Inc.

   -- LT Issuer Rating at Baa2;

   -- Senior unsecured debt at Baa2;

   -- Subordinated debt at Baa3;

   -- Commercial paper at Prime-2

   -- Senior secured MTN program at (P)Baa2;

   -- Senior unsecured shelf at (P)Baa2;

   -- Subordinated shelf at (P)Baa3;

   -- Preferred shelf at (P)Ba1.

In late February 2011, ConAgra privately contacted Ralcorp to
arrange a meeting to discuss a potential combination of the
companies and followed up with a letter to Ralcorp's board of
directors proposing an $82 per share offer in cash and ConAgra
stock. The offer was rejected by Ralcorp's board, which Ralcorp
disclosed publicly on March 1, 2011 without naming a suitor.
ConAgra's increased offer represents a 32% premium to Ralcorp's
closing price on March 21, the day prior to ConAgra's initial
offer letter, and values Ralcorp at approximately 12 times EBITDA
of $622 million reported for the last twelve months ended December
2010 and approximately 10 times proforma EBITDA, reflecting
Ralcorp's recent acquisition of American Italian Pasta in June
2010.

"Ten times EBITDA would be a rich multiple for a mostly private
label business, in Moody's view; however, ConAgra believes it can
generate $250 million of cost synergies from the transaction,
which would bring the multiple down to below eight times on a
proforma basis," said Weddington.

ConAgra Foods, Inc. is one of North America's leading packaged
food companies, serving grocery, club and convenience retailers,
as well as restaurants and other foodservice establishments.
Popular ConAgra consumer brands include: Banquet, Chef Boyardee,
Egg Beaters, Healthy Choice, Hebrew National, Hunt's, Marie
Callender's, Orville Redenbacher's, PAM, Reddi-wip, and Swiss
Miss. ConAgra generates approximately $12.2 billion in annual
sales.

Ralcorp Holdings, Inc. is a Missouri corporation that
manufactures, markets and distributes Post(R) branded cereals and
a wide variety of private label food products in the grocery, mass
merchandise, drug and foodservice channels. Substantially all
products are sold to customers within the United States. Ralcorp
generates approximately $4.6 billion in annual sales.

The principal methodology used in rating ConAgra Foods, Inc. was
the Moody's Global Consumer Packaged Goods Industry Methodology ,
published July 2009.


COUNTRYVIEW MHC: Disclosure Statement Hearing Set for May 24
------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois will convene a hearing on May 24, 2011, at
10:30 a.m., to consider approval of the disclosure statement
explaining the plan of reorganization Countryview MHC Limited
Partnership.

Objections to the disclosure statement are due May 20.

The Plan provides for distributions to the holders of allowed
claims from funds realized from the continued operation of the
Debtor's business as well as from existing cash deposits and cash
resources of the Debtor.  To the extent necessary, the payment to
Bank of America, as successor by merger to LaSalle Bank National
Association, in its capacity as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage
Pass-Through Certificate, Series 2006-C4, as required by the Plan,
may be paid from the proceeds of the refinancing of the underlying
mortgage indebtedness due to Lender or from the sale of a
manufactured home community owned by the Debtor, consisting of
approximately 275 sites, situated on approximately 59.02 acres,
located at 1199 Hospital Road, Franklin, Indiana.

The Plan has one category of administrative claims, one category
of tax claims, five Classes of creditors and one class of
interests.

Administrative Claims are unimpaired under the Plan and primarily
consist of allowed claims comprised of fees and expenses of the
various professionals employed pursuant to orders entered by the
Court.  The Debtor owes its counsel, Crane Heyman Simon Welch &
Clar, $40,000 in fees and expenses.

Tax Claims will be paid in full, in cash inclusive of interest at
the applicable statutory interest rate on the Effective Date,
unless the holder of a Tax Claim agrees to a different treatment.

The Lender has filed a proof of claim amounting approximately
$11,704,158, plus unpaid interest, costs, expenses and other
charges, as of Nov. 29, 2010, with respect to its mortgage
indebtedness.  The actual allowed amount of the Class 1 Claims may
be determined pursuant to a further Court order if the Debtor has
objections to the allowance of the Class 1 Claims.

Under the Plan, the Allowed Class 1 Claims are treated in this
manner: Adequate Protection Payments received by Lender during the
course of this Chapter 11 case will be applied according to
this priority:

   (1) Payment of interest due to Lender on the principal
       indebtedness due at the non-default interest rate provided
       for in its loan documents;

   (2) Payment of any pre-petition unpaid arrearage due to Lender
       under its loan documents;

   (3) Payment of Lender's professional fees and costs to the
       extent allowable under its loan documents, and approved by
       the Court; and

   (4) Payment of the balance, if any, to reduce the principal
       balance due on the Allowed Class 1 Claims.

In full satisfaction, settlement, release, and discharge of and in
exchange for the Allowed Claims in Class 1, the holder of the
Allowed Class 1 Claims will receive or retain its liens on the
real and personal property owned by the Debtor.

Unsecured Creditors, who hold approximately $86,220, are the
holders of Allowed Class 4 Claims and are impaired under the Plan.
The Allowed Class 4 Claims will accrue interest at an annual rate
of 5.66% and will be paid interest only on a monthly basis for
five years computed on actual days/360 day year.  Monthly
principal and interest payments commence in year six based on a
5.66% annual interest rate and an eight year amortization schedule
with a final balloon payment of approximately $25,331 due the last
day of the 11th year.

Upon the occurrence of a certain "Trigger Event" a new plan will
be implemented allowing for an earlier balloon payment.  All
interest payments are made monthly in arrears payable on the
15th day of each month with the first payment due on the 15th day
of the month after the Effective Date.

The plan implemented due to the Trigger Event will be in effect
until the Allowed Class 4 Claims are paid in full, which will
occur prior to the implemented plan's maturity date upon the
occurrence of the refinancing or sale of Property.  Increases in
scheduled payments in accordance with the newly implemented plan
only apply to scheduled monthly payments after the Trigger Date.

Payment of the unpaid amount of the Allowed Class 4 Claims may
be made in whole or in part, from time to time, without penalty or
charge at the sole and exclusive option of the Debtor.

With regard to Richard J. Klarchek's claim amounting $13,103,921,
no payments will be made on that claim until all other creditors
are paid in full pursuant to the terms of the Plan.

The Debtor's general partner, Countryview MHC Corp., which holds a
1% interest and the Debtor's limited partner, The Klarcheck Family
Trust, which holds a 99% Interest are the holders of the Allowed
Class 6 Interests.  Under the Plan, they will retain their equity
interests in the Debtor after Confirmation of the Plan.

Except as otherwise ordered by the Bankruptcy Court or as
otherwise provided in the Plan, the Debtor will file any and all
objections to the allowance of Claims or Interests on or within
120 days after confirmation of the Plan unless extended by the
Court.  Cause shall not be a requirement for an extension of the
deadline.

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

                      About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-52722) on Nov. 29, 2010.  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CYBEX INTERNATIONAL: Files Q1 Form 10-Q; Posts $379,000 Net Income
------------------------------------------------------------------
Cybex International, Inc., filed its quarterly report on Form
10-Q, reporting net income of $379,000 on 0$31.0 million of net
sales for the three months ended March 26, 2011, compared with a
net loss of $753,000 on $26.1 million of net sales for the three
months ended March 27, 2010.

The Company's balance sheet at March 26, 2011, showed
$84.3 million in total assets, $98.8 million in total
liabilities, and a stockholders' deficit of $14.5 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that a December 2010
jury verdict in a product liability suit apportions a significant
amount of liability to the Company.  "The Company does not have
the resources to satisfy a judgment in this matter that has not
been substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."

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

                       http://is.gd/gI4ArT

                    About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.


CYBEX INTERNATIONAL: Files Form 10-Q; Posts $379,000 Net Income
---------------------------------------------------------------
Cybex International, Inc., reported net income of $379,000 on
$31.01 million of net sales for the three months ended March 26,
2011, compared with a net loss of $753,000 on $26.11 million of
net sales for the three months ended March 27, 2010.

The Company's balance sheet at March 26, 2011 showed $84.35
million in total assets, $98.82 million in total liabilities and a
$14.47 million total stockholders' deficit.

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

                        http://is.gd/gI4ArT

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DENNY'S CORPORATION: Reports $4.12MM Net Income in March 30 Qtr.
----------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission a quarterly report on Form 10-Q reporting net income of
$4.12 million on $135.80 million of total operating revenue for
the quarter ended March 30, 2011, compared with net income of
$4.58 million on $137.57 million of total operating revenue for
the quarter ended March 31, 2010.

The Company's balance sheet at March 30, 2011 showed $296.77
million in total assets, $399.02 million in total liabilities and
a $102.25 million total shareholders' deficit.

John Miller, President and Chief Executive Officer, stated,
"Denny's continued to build on the positive achievements realized
in the second half of 2010.  In the first quarter, same-store
guest trends continued to improve as we executed on our marketing
strategies that emphasize everyday affordability combined with
attractive "Limited Time Offers."  We are pleased that our efforts
resulted in continued progress despite inflationary pressures and
economic uncertainty impacting our customers.  In addition, we
opened 18 new units in the quarter after completing a company
record opening of 136 new unit openings last year."

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

                       http://is.gd/h0CBLg

                    About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 79.68 cents-on-
the-dollar during the week ended Friday, May 6, 2011, an increase
of 0.45 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Dex Media East

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

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

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

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


DOT VN: Vietnamese IDN Registrations Exceed 101,000
---------------------------------------------------
Dot VN, Inc., announced that since its official launch on April
28, 2011, the Vietnamese Native Language Internationalized Domain
Names have exceeded 101,000 registrations.

The launch, hosted at VNNIC's headquarters in Hanoi, Vietnam on
April 28th, featured key note addresses from VNNIC, Key-Systems
and Dot VN with additional guests from the government, local
partners and resellers and the Vietnamese national media.

The Vietnamese IDN launch seems to be following the current trend
in native language domain name adoption by non-English speaking
countries.  Recent native language IDN launches by other countries
such as Russia have been well received with over 821,000 Russian
IDNs registered since its launch in November of 2010.

"We are amazed with the response that we have seen to the
Vietnamese IDNs," said Dot VN CEO Thomas Johnson.  "The number of
registrations has far exceeded both VNNIC's expectations and our
own.  Based on the response we expect to accelerate our plans to
capitalize on the wide spread adoption of the IDNs that we have
seen over the past 5 days."

                           About Dot VN

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

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

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

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

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


DS WATERS: S&P Lowers CCR to 'CCC+'; Outlook Developing
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
DS Waters of America Inc., including its corporate credit rating
to 'CCC+' from 'B'.

"We removed all ratings from CreditWatch, where they were placed
with negative implications on Feb. 10, 2011, following the
company's weaker-than-expected operating performance, as well as
our concern about its significant near-term refinancing risk. The
outlook is developing. For analytical purposes, we view DS Waters
and its holding companies, DSW Group Inc. (Group; not rated) and
DSW Holdings (Holdings; not rated), as one economic entity," S&P
stated.

"The downgrade reflects DS Waters' significant near-term
refinancing risk for the majority of its consolidated capital
structure," said Standard & Poor's ratings analyst Jean Stout.

The company's revolving credit facilities mature in October 2011;
Holdings' $300 million term loan matures in March 2012; Group's
$225 million PIK note matures in April 2012, followed by DS
Waters' term loan in October 2012. "At the same time the company's
operating performance has continued to be pressured, which
together with Group's growing PIK debt has resulted in weaker
credit measures," said Ms. Stout, adding: "We believe that DS
Waters will be challenged to improve its operating results amid
continued weak economic conditions, as well as expected higher
commodity costs."

The outlook is developing, reflecting DS Waters' significant
refinancing risk, as well as Standard & Poor's belief that the
company's financial performance will continue to be negatively
affected by the lingering weak macroeconomic environment and
volatile commodity costs.


EAGLE BRIDGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eagle Bridge Machine & Tool, Inc.
        135 State Route 67
        Eagle Bridge, NY 12057

Bankruptcy Case No.: 11-11434

Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Peter A. Pastore, Esq.
                  MCNAMEE, LOCHNER, TITUS & WILLIAMS, PC
                  P.O. Box 459
                  677 Broadway
                  Albany, NY 12201-0459
                  Tel: (518) 447-3246
                  E-mail: pastorepa@mltw.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/nynb11-11434.pdf

The petition was signed by John Soron, president/CEO.


EARTHLINK INC: S&P Gives 'B' Rating on Corporate Credit
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Atlanta-based telecom and Internet
service provider (ISP) EarthLink Inc.

"At the same time, we assigned our preliminary 'B-' issue-level
rating and preliminary '5' recovery rating to the company's
proposed $400 million of senior unsecured notes," S&P stated.

The company may use the proceeds for redemption of its $256
million of convertible senior notes, and the remaining proceeds
for general corporate purposes, including acquisitions, as well as
redemption or repurchase of its ITC DeltaCom senior secured notes.

S&P continued, "We also assigned a 'B-' issue level rating and '5'
recovery rating to the company's existing $256 million of
convertible notes, which rank equally with the proposed senior
unsecured notes issue."

"In addition, we affirmed our 'B' corporate credit rating on
subsidiary ITC DeltaCom Inc., removed the rating from CreditWatch,
and withdrew it. We also affirmed the 'B-' issue-level rating on
ITC's $325 million senior secured notes and removed it from
CreditWatch. The ratings on ITC DeltaCom had been placed on
CreditWatch with positive implications on Oct. 5, 2010, with the
announced planned acquisition by EarthLink, which subsequently
closed in December 2010," S&P stated.

"The ratings on EarthLink reflect the highly competitive nature of
the business-oriented telecom markets in which it operates," said
Standard & Poor's credit analyst Catherine Cosentino, "and our
expectations for ongoing substantial revenue and EBITDA declines
in its consumer Internet service business." The company also faces
possible integration risks, with its recently acquired telecom
service providers ITC DeltaCom and One Communications Inc., which,
in our view, could prompt customer service issues and accelerated
churn, the latter being an ongoing challenge for all companies
in this space. These factors translate into a vulnerable business
position.


ENERGY FUTURE: Posts $362-Million 1st Quarter Net Loss
------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission a Form 10-Q, reporting a net loss of
$362 million on $1.67 billion of operating revenues for the three
months ended March 31, 2011, compared with net income of
$355 million on $1.99 billion of operating revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$45.13 billion in total assets, $51.38 billion in total
liabilities, and a $6.25 billion total deficit.

"Our company had solid operational performance during the quarter,
despite the severe winter weather and continues to serve a rapidly
improving Texas economy." said John Young, CEO, Energy Future
Holdings.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/7C8pgo

                        About Energy Future

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

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

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


EPICOR SOFTWARE: Moody's Attaches 'B2' CFR to Proposed Buyout
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
the proposed buyout of Epicor Software Corporation and Activant
Solutions Inc. Moody's also assigned Ba3 ratings to the new
entity's secured debt facilities and Caa1 ratings to the new
senior unsecured notes. The debt will be used to finance the
buyout of Epicor and Activant by the private equity firm, Apax
Partners. The holding company making the acquisitions, Eagle
Parent Co. is expected to change its name to Epicor Software
Corporation post closing. The ratings outlook is stable.

RATING RATIONALE

The B2 corporate family rating reflects the very high leverage pro
forma for the transaction with debt to EBITDA at approximately 7x
using Moody's standard adjustments (and pro forma for certain cost
synergies), as well as the challenges of integrating the two
companies. Although initial leverage is more reflective of B3
rated enterprise software companies, free cash flow to debt (pro
forma for the transaction) is estimated to be 4-5%, in line with
B2 rated software providers. The B2 rating also reflects Moody's
expectation that leverage as measured by debt to EBITDA will
steadily improve to 6x or below during 2012 once the initial
integration has been implemented and restructuring costs are
completed.

The rating recognizes the strong market positions the two
companies have built in their respective vertical markets as well
as the diversity in the end markets served. The rating is also
supported by the relatively stable maintenance revenue streams at
both Epicor and Activant, which experienced only minimal impact
during the downturn.

Both firms specialize in enterprise application software for mid-
sized firms and both have developed expertise and large installed
bases in their respective vertical markets. These include
applications for manufacturing, distribution, hospitality and
retail for Epicor and applications for lumber, hardlines and auto
parts retailers and wholesale distributors for Activant. The
expertise and large installed base result in very "sticky"
maintenance revenues as well as a very strong position to sell
additional software applications. Moody's expects the overall mid-
market enterprise application market to grow in mid single digits
over the next five years though several of Activant's construction
focused sectors may lag over the near term. Though there is not a
large degree of overlap for the two companies' vertical markets.,
Moody's expects some integration of products and resources,
particularly in the retail and distribution businesses.

Moody's has some concern that detailed integration plans and
product roadmaps have not yet been determined, but note that both
management teams have significant acquisition integration
experience.

Ratings could face downward pressure if there are disruptions in
the integration process or Debt to EBITDA does not appear to be on
track to be below 6x by 2012. Given the very high leverage and
aggressive financial policies, a ratings upgrade is not likely in
the near to medium term.

These ratings were assigned:

   -- Corporate family rating: B2

   -- Probability of default: B2

   -- $75 million Revolving Credit Facility due 2016, Ba3, LGD3
      32%

   -- $870 million Senior Secured Term Loan B due 2018, Ba3, LGD3
      32%

   -- $465 million Senior Unsecured Notes due 2019, Caa1, LGD5 86%

Outlook: stable

Ratings on the existing Activant debts will be withdrawn once the
transaction closes and those debts are repaid.

Ratings on the proposed debt instruments were determined in
conjunction with Moody's Loss Given Default Methodology and
reflect the instruments' respective position in the capital
structure.

The principal methodology used in this rating was Moody's Global
Software Methodology published in May 2009. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

Epicor Software Corporation is headquartered in Irvine, CA and had
fiscal year 2010 revenues of $440 million. Activant Solutions Inc.
is headquartered in Livermore, CA and had fiscal year 2010
revenues of $371 million.


ESTERLINE TECHNOLOGIES: Moody's Says 'Ba2' CFR Unaffected
---------------------------------------------------------
Moody's Investors Service said that Esterline Technology
Corporation's announcement that it has entered into exclusive
negotations to acquire The Souriau Group, a privately held company
based in Versailles, France, for ?483 million ($715 million) does
not impact the existing ratings of Esterline including the Ba2
corporate family rating and positive outlook.

The principal methodology used in rating Esterline Technology
Corporation was the Global Aerospace and Defense Methodology,
published June 2010. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Esterline Technologies Corporation, headquartered in Bellevue WA,
serves aerospace and defense customers with products for avionics,
propulsion and guidance systems. The company operates in three
business segments: Avionics and Controls, Sensors and Systems and
Advanced Materials. Revenues for the twelve months ending Jan. 28,
2011 were approximately $1.6 billion.


ESTERLINE TECHNOLOGIES: S&P Affirms 'BB+' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Bellevue, Wash.-based Esterline Technologies Corp. The
outlook is stable.

"We also placed the unsecured debt ratings on CreditWatch with
negative implications, reflecting a likely decline in recovery
prospects for unsecured lenders due to an increase in secured debt
to finance the recently announced proposed acquisition," S&P
related.

The affirmation reflects Esterline's recent announcement that it
plans to acquire Souriau Group (not rated) of France for EUR483
million (approximately $715 million at current exchange rates),
which would be its largest acquisition to date. The purchase will
be financed with $270 million of cash, a $290 million draw on the
company's revolver and a new $155 million international credit
facility.

"We had contemplated an acquisition of this size in our March 2011
upgrade of the company and, although we expect pro forma debt to
EBITDA to increase to around 3x in fiscal 2011 (ending Oct. 31,
2011) from around 2.4x now," said Standard & Poor's credit analyst
Christopher DeNicolo, "this is below our previously stated
threshold of 4x for a possible downgrade." The company has stated
that it is committed to using excess cash flow to reduce debt, so
we expect that credit protection measures will likely improve
fairly quickly, with debt to EBIDTA below 2.5x and funds from
operations (FFO) to debt in the 30%-35% range by fiscal 2012.

"The CreditWatch placement for the unsecured debt ratings reflects
the likely increase in secured debt to finance the transaction,
primarily the new $155 million international facility," added Mr.
DeNicolo. "This will likely result in lower recovery for the
unsecured debtholders, but we are awaiting further
details on the structure of the new facility, especially in regard
to collateral and guarantees, before we can resolve the
CreditWatch. The company has stated it plans to use cash generated
by its non-U.S. operations to repay the new facility."

Souriau manufactures electrical connectors for harsh environments,
with its key markets being aerospace and defense, nuclear power,
oil & gas, and rail. The company's products complement Esterline's
range of products and end markets. As less than 30% of Souriau's
sales are currently in the U.S., there are opportunities for
Esterline to use its customer relationships to expand Souriau's
U.S. sales, especially in the defense market. Esterline expects
Souriau, which has slightly higher operating margins, to
contribute $400 million of sales and $75 million of EBITDA in
fiscal 2012. The acquisition is expected to close in July.


FENTURA FINANCIAL: Amends SERP Agreement with D. Wollschlager
-------------------------------------------------------------
Fentura Financial, Inc., on April 26, 2011, entered into an
Amended and Restated Supplemental Executive Retirement Agreement
with Daniel J. Wollschlager.  The SERP Agreement provides that
upon each of the first six anniversaries of Mr. Wollschlager's
date of hire and upon his attainment of age 65, Mr. Wollschlager
will earn a benefit equal to $35,000.  As a result, on Mr.
Wollschlager's attainment of age 65, provided he is employed by
the Company or its affiliates, Mr. Wollschlager would be entitled
to a benefit in the aggregate equal to $245,000.  Mr.
Wollschlager's original agreement contemplated the same annual
benefit of $35,000, but was to be earned upon each of the first
five anniversaries only, for a total benefit of $175,000.

The SERP Agreement is designed to encourage Mr. Wollschlager to
remain a long-term employee of the Company, and to provide
specified benefits to Mr. Wollschlager for his contributions to
the continued growth, development and future business success of
the Company.  The retirement benefits are an unsecured obligation
of the Company.  The SERP Agreement is available for free at:

                        http://is.gd/GRGsD1

                       About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$314.46 million in total assets, $298.26 million in total
liabilities, and $16.20 million in total stockholders' equity.


FIRST FEDERAL: Incurs $1.51 Million Net Loss in March 31 Qtr.
-------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $1.51 million on $6.25 million of
total interest income for the three months ended March 31, 2011,
compared with net income of $905,000 on $8.43 million of total
interest income for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $577.67
million in total assets, $542.88 million in total liabilities and
$34.79 million in total stockholders' equity.

The Company anticipates that Bear State Financial Holdings, LLC's
purchase of the First Closing Shares and the Investor Warrant will
take place during May 2011, subject to satisfying the conditions
set forth in the Investment Agreement, which will bring the
Company and the Bank into compliance with the capital requirements
of the Orders.  However, uncertainty regarding the conditions
which must to be met prior to closing and the Company's current
noncompliance with the capital requirements of the Orders at
Dec. 31, 2010, raises substantial doubt about the Company's
ability to continue as a going concern.

             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.

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.


FRONT LINE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Front Line Concrete Pumping, LLC
        P.O. Box 3030
        Ogden, UT 84409

Bankruptcy Case No.: 11-26468

Chapter 11 Petition Date: May 4, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Andres Diaz, Esq.
                  DIAZ & LARSEN
                  307 West 200 South, Suite 2004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  E-mail: courtmail@adexpresslaw.com

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

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

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

The petition was signed by David Brett Johnston, managing member.


GENOIL INC: Posts $5.6 Million Net Loss in 2010
-----------------------------------------------
Genoil Inc. filed on May 3, 2011, its audited financial statements
for the fiscal year ended Dec. 31, 2010.

The Company incurred a net loss of C$5.63 million for 2010,
compared with a net loss of $5.15 million for 2009.  The Company
has not generated revenues from its technologies to date and has
funded its near term operations by way of capital stock private
placements and short-term loans.

The Company's balance sheet at Dec. 31, 2010, showed
C$5.51 million in total assets, C$2.77 million in total
liabilities, and stockholders' equity of C$2.74 million.

In addition to the Company's net losses in 2008, 2009, and 2010,
at Dec. 31, 2010, the Company has a working capital deficiency of
C$2.22 million.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further," the Company said in the notes to the consolidated
financial statements for the years ended Dec. 31, 2010, 2009, and
2008.  "The Company is not expected to be profitable during the
ensuing twelve months and therefore must rely on securing
additional funds from either issuance of debt or equity financing
for cash consideration," the Company added.

A full-text copy of the Company's consolidated financial
statements for the fiscal year ended Dec. 31, 2010, is available
for free at http://is.gd/g3MGKz

A full-text copy of the Management's Discussion and Analysis of
the Company's consolidated financial statements for the fiscal
year ended Dec. 31, 2010, is available for free at

                       http://is.gd/siEvdg

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company specializes in heavy oil upgrading, oily
water separation, process system optimization, development,
engineering, design and equipment supply, installation, start up
and commissioning of services to specific oil production,
refining, marine and related markets.

The Company's securities trade on both the TSX Venture Exchange
(Symbol: GNO) and the NASDAQ OTC Bulletin Board (Symbol: GNOLF).


GLOBAL CROSSING: Incurs $33 Million Net Loss in March 31 Qtr.
-------------------------------------------------------------
Global Crossing reported a net loss of $33 million on $661 million
of revenue for the three months ended March 31, 2011, compared
with a net loss of $119 million on $648 million of revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $2.26 billion
in total assets, $2.78 billion in total liabilities and a $525
million total shareholders' deficit.

"We delivered another quarter of year-over-year growth, with a six
percent increase in 'invest and grow' revenue and a nine percent
increase in OIBDA," said John Legere, chief executive officer of
Global Crossing.  "Our first quarter results were consistent with
our annual revenue and OIBDA guidance and we remain confident in
our growth expectations for 2011.  Meanwhile, we are preparing for
our strategic combination with Level 3, which will create a
stronger competitor with increased scale and resources,
significantly greater network reach and a broader portfolio of
products and services to serve enterprise and carrier customers
around the world."

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

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GREEN MOUNTAIN: S&P Places 'B' Corp. Credit Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and issue-level ratings on Waterbury, Vt.-based Green
Mountain Coffee Roasters Inc. on CreditWatch with positive
implications, meaning that it could either raise or affirm the
ratings upon completion of its review.

"The CreditWatch placement follows the company's announcement that
it will issue shares of common stock and repay a portion of its
debt," said Standard & Poor's credit analyst Bea Chiem.

Standard & Poor's will seek to resolve the CreditWatch listing
within 60-90 days. "We will resolve the CreditWatch following the
completion of the equity offering and repayment of a portion of
the company's debt. We will also review and discuss the company's
financial plans with management," S&P added.


GRUBB & ELLIS: Stonerise Capital Discloses 2.2% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Stonerise Capital Management, LLC, and
Stonerise Capital Partners Master Fund, L.P., disclosed that they
beneficially own 1,559,541 shares of common stock of Grubb & Ellis
Company representing 2.2% of the shares outstanding.  The number
of shares outstanding of the Company's common stock as of
March 28, 2011 was 69,921,581 shares.  A full-text copy of the
filing is available for free at http://is.gd/VQ4ojW

                        About Grubb & Ellis

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

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

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

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


GUITAR CENTER: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 95.93 cents-
on-the-dollar during the week ended Friday, May 6, 2011, a drop of
0.28 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 9, 2014, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

                          *     *     *

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

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


GULFSTREAM INT'L: Asks for Insurance Funds to Defend Lawsuit
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that top executives at Gulfstream
International Group Inc. want to spend part of its insurance
policy to defend themselves against a lawsuit from investors who
are accusing them of masking the Company's struggling finances
while trying to raise money last year.

                   About Gulfstream International

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

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

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

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

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


GUNDLE/SLT ENVIRONMENTAL: Moody's Upgrades CFR to B3
----------------------------------------------------
Moody's Investors Service has upgraded the corporate family and
probability of default ratings of Gundle/SLT Environmental, Inc.
to B3 from Caa1. Concurrently, the company's planned first lien
credit facility has been assigned a B3 rating while a planned
second lien term loan facility has been assigned a Caa1 rating.
Proceeds of the new debts will refinance the company's existing
senior notes and revolver borrowings, which come due in 2012.

The corporate family rating upgrade to B3 from Caa1 reflects an
improving economic environment which should help 2011-2012
revenues, progress made toward the company's operational
restructuring reflected in part by better Q1-2011 performance, and
liquidity profile improvements that will follow the planned debt
raise.

The ratings are:

   -- Corporate family, to B3 from Caa1

   -- Probability of default, to B3 from Caa1

   -- $45 million first lien, 5 year revolver, assigned B3 LGD 3,
      45%

   -- $125 million first lien, 5 year term loan, assigned B3 LGD
      3, 45%

   -- $40 million second lien, 5.5 year term loan, assigned Caa1
      LGD 5, 71%

   -- $150 million senior unsecured notes due 2012, unchanged at
      Caa2, LGD 4, 64%, will be withdrawn at close of the planned
      debt transaction

   -- Speculative grade liquidity, unchanged at SGL-3

RATINGS RATIONALE

The B3 rating reflects the company's still high leverage level and
modest interest coverage. However, the improving economy should
help the company's sales prospects, leading to further improvement
in credit metrics. U.S. geosynthetic liner demand should build
over the near-term as solid waste landfill volumes begin to grow
again, particularly in 2012 with construction end market activity
improving. The current mining and industrial end market demand
levels should continue near-term. As well, outside the U.S.,
favorable economic and population growth trends suggest promising
liner demand prospects, especially over the long-term. The less
discretionary nature of demand for Gundle's products and the
company's wide and established product line add confidence that
order volumes will not continue at the weak level seen in 2010.

The operational restructuring commenced in 2009-2010 should
benefit gross margins and help the company to be, at least
modestly, profitable in coming years. In the restructuring Gundle
significantly cut direct expenses, and revised contract terms to
make selling prices better reflect feedstock costs. The rating
anticipates Gundle's search for a permanent CFO concluding in 2011
with involvement of the hired restructuring firm-- instrumental to
the company's turnaround-- tapering off. Transition of the
financial management function to internal staff should help
solidify the company's improved practices and complete a
management team transition that began 18 months ago.

The company's speculative grade liquidity rating of SGL-3 remains,
reflecting adequate liquidity. Moreover, the debt transaction at
hand would alleviate the large near-term maturity and provide
Gundle a multi-year revolver with a good availability level for
the company's size. Following close of the new revolver, the
rating would likely improve to SGL-2. The liquidity profile
benefits from a high proportion of unsecured operating assets
outside the U.S. which could provide a degree of potential
alternate liquidity.

The stable rating outlook reflects likelihood that with the better
financial flexibility upcoming, and the gradually improving
economic environment ahead, the company's earnings and cash flow
should support B3-level credit metrics, including EBIT to interest
in the low 1x range with debt to EBITDA sustainably at 6x or
below.

Upward rating momentum, not currently expected, would likely
follow expectation of debt to EBITDA being sustained below 4x with
a good liquidity profile. Downward rating momentum would likely
develop with debt to EBITDA expected above 6.5x, or if the
liquidity profile were to weaken.

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

Gundle/SLT Environmental, Inc., based in Houston, TX, is a
manufacturer of geosynthetic lining products used in environmental
protection and for the confinement of solids, liquids and gases in
the waste management, liquid containment and mining industries.
Gundle markets its products and installation services through
internal and third-party distribution channels. Revenues in 2010
were $343 million on a continuing basis.


GUNDLE/SLT ENVIRONMENTAL: S&P Raises Corp. Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Gundle/SLT Environmental Inc. by
one notch to 'B-' from 'CCC+', and removed the ratings from
CreditWatch, where they were originally placed with positive
implications on March 31, 2011. The outlook is stable.

At the same time, Standard & Poor's assigned preliminary ratings
to the company's proposed $205 million-$210 million in credit
facilities. The company's proposed $165 million-$170 million
first-lien facilities, consisting of a $40 million-$45 million
revolving facility and a $125 million term loan, have been
assigned a preliminary issue rating of 'B-' with a preliminary
recovery rating of '3', indicating that investors could expect
meaningful (50%-70%) recovery in the event of a payment default.
The proposed $40 million second-lien term loan has been assigned a
preliminary issue rating of 'CCC+' with a preliminary recovery
rating of '5', indicating that investors could expect modest (10%-
30%) recovery in the event of a payment default. GSE plans
to use proceeds to refinance its $51.9 million asset-based
revolving facility and $150 million 11% senior subordinated notes.

"The upgrade reflects GSE's improving operating performance during
the past year, attributable to an improving economic environment,
increased demand for the company's products, and benefits derived
from pricing improvements and cost reduction initiatives," said
Standard & Poor's credit analyst James Siahaan. "Assuming that the
refinancing transaction is executed as contemplated, we expect
GSE's liquidity to be adequate, with debt maturities extended out
until 2016 and sufficient headroom under financial covenants."

"The stable outlook reflects our view that, following the
completion of the refinancing transaction, GSE's liquidity will be
adequate and its debt maturity profile will have improved," Mr.
Siahaan continued.

The rating on Houston-based Gundle/SLT Environmental Inc. (GSE)
reflects Standard & Poor's view of the limited scope of the
company's operations and the commodity nature of its products. The
company also has vulnerability to fluctuating raw material costs,
some customer concentration, weak (though improving) cash-flow
protection metrics, and a highly leveraged financial risk profile.
The company's market position as the largest manufacturer of
geomembrane liners, global manufacturing and distribution
capabilities, and relatively stable end markets partially mitigate
these factors.

With annual sales of about $375 million, GSE is one of the largest
participants in the U.S. geosynthetics market. The company makes
its products primarily from polyethylene and polypropylene resins,
which are used to form geosynthetic containment systems for
landfills and other applications to prevent groundwater
contamination as well as for the confinement of water, industrial
liquids, solids, and gases. Price, quality of products and
services, and distribution capabilities are the key competitive
factors in the geomembrane market. Raw materials, mainly
consisting of plastic resins derived from oil and natural gas,
account for about 65% of the cost of sales and could increase if
petrochemical prices rise quickly. This factor raises concern
because rapid increases in raw material prices pressure
profitability and liquidity, particularly when sales volumes are
depressed.


HAMPTON ROADS: To Effect a 1-for-25 Reverse Stock Split
-------------------------------------------------------
The holders of Hampton Roads Bankshares, Inc., common stock, par
value $0.01 per share, on Sept. 28, 2010, approved an amendment to
the Company's Amended and Restated Articles of Incorporation to
effect a reverse stock split of the Common Stock.  The
shareholders granted the Company's Board of Directors the
discretion to determine the appropriate timing and ratio of the
reverse stock split.

On March 18, 2011, the Board unanimously adopted resolutions
approving an amendment to the Articles to effect a 1-for-25
reverse stock split of all outstanding shares of the Common Stock,
effective at 11:59 pm, Eastern Daylight Time, on April 27, 2011.

Pursuant to the aforementioned shareholder approval and Board
resolutions, the Company filed the Amendment with the Virginia
State Corporation Commission on April 26, 2011.  The Amendment is
available for free at http://is.gd/Q0RlIz

Prior to the Reverse Stock Split, the Company had 834,680,994
issued and outstanding shares of Common Stock.  Following the
Reverse Stock Split, the Company has approximately 33,500,000
issued and outstanding shares of Common Stock.

On April 26, 2011, in accordance with the stockholder approval
requirements under Virginia law and the Articles, and after prior
approval by the Board, the Company filed the Amendment to effect
the Reverse Stock Split at a ratio of one-for-twenty-five, with
any fractional shares resulting from the Reverse Stock Split
rounded up to the next highest whole number of shares.

In the Reverse Stock Split, each 25 shares of issued and
outstanding Common Stock were converted into one share of newly
issued Common Stock.  The Reverse Stock Split was implemented as
of 11:59 p.m. on April 27, 2011, and the Common Stock began
trading on the NASDAQ Global Select Market on a split-adjusted
basis at market open on April 28, 2011.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion
in total assets, $2.71 billion in total liabilities and $190.79
million in total shareholders' equity.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended Dec. 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.


HERCULES OFFSHORE: Files Form 10-Q; Posts $14.2-Mil. Net Loss
-------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of $14.22
million on $166.24 million of revenue for the three months ended
March 31, 2011, compared with a net loss of $15.95 million on
$150.85 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011 showed $2.01 billion
in total assets, $1.17 billion in total liabilities and $839.03
million in stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/Po4iPL

                      About Hercules Offshore

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

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

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


HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
is a borrower traded in the secondary market at 99.02 cents-on-
the-dollar during the week ended Friday, May 6, 2011, an increase
of 0.66 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 650 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 11, 2013, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Hercules Offshore, Inc., reported a net loss of $14.22 million on
$166.24 million of revenue for the three months ended March 31,
2011, compared with a net loss of $15.95 million on $150.85
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.02
billion in total assets, $1.18 billion in total liabilities, and
$839.03 million in stockholders' equity.

                      About Hercules Offshore

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

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

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


HIGHVIEW POINT: Files for Chapter 11 Protection
-----------------------------------------------
Highview Point Partners LLC, a Connecticut investment management
firm focused on emerging markets, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 11-11432) in Wilmington,
Delaware, on May 6, 2011.  Highview Point, based in Stamford,
estimated as much as $500,000 in assets.  Highview Point Offshore
Ltd. and Highview Point Master Fund Ltd., both based in the Cayman
Islands, and Highview Point LP in Stamford, are atop the list of
20 largest unsecured creditors.


HIGHVIEW POINT: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Highview Point Partners, LLC
        1055 Washington Boulevard, 5th Floor
        Stamford, CT 06901
        Tel: (203) 391-6720

Bankruptcy Case No.: 11-11432

Chapter 11 Petition Date: May 6, 2011

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

Debtor's Counsel: David B. Stratton, Esq.
                  PEPPER HAMILTON LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  E-mail: strattond@pepperlaw.com

                         - and -

                  Evelyn J. Meltzer, Esq.
                  PEPPER HAMILTON LLP
                  Hercules Plaza
                  1313 N. Market Street, Suite 5100
                  Wilmington, DE 19899
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  E-mail: meltzere@pepperlaw.com

Debtor's
Co-Counsel:       MORRISON & FOERSTER, LLP
                  APPLEBY

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

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

The petition was signed by Frank H. Lopez, managing member.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco General Banca Privada        Revenue Sharing         $15,437
Ave. 5ta. B Sur
Torre Banco General, Piso 18
Panama, Republic of Panama

One Communications                 Service Contract         $3,234
2150 Holmgren Way                  (Cancelled)
Green Bay, WI 54304

Sadis & Goldberg LLP               Legal                    $2,470
551 Fifth Avenue, 21st Floor
New York, NY 10176

Victor Chong                       Employee                 $2,419

Belinda Pereira                    Employee                 $2,419

Danziger Markhoff LLP              Legal                      $942

Reckson Operating Partnership      Lease (Expenses)           $722

Optimum Lightpath                  Service Contract           $181

Cablevision                        Trade Debt                 $101

Verizon Wireless                   Service                     $12

Highview Point Offshore, Ltd.      Investment Services     unknown

Highview Point, LP                 Investment Services     unknown

Highview Point Master Fund, Ltd.   Investment Services     unknown


HOST HOTELS: S&P Gives 'BB+' Rating on $350MM Sr. Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $350 million senior notes
due 2019 its 'BB+' issue-level rating (two notches higher than our
'BB-' corporate credit rating on the company).

"We also assigned this debt a recovery rating of '1', indicating
our expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default," S&P stated.

The company will use proceeds from the proposed notes issuance to
redeem all of the principle amount outstanding 7 1/8% series K
notes due 2013, to repay $50 million in borrowings under its
credit facility, and for general corporate purposes.

"In addition, we affirmed all of our existing ratings on the
company, including the 'BB-' corporate credit rating. The rating
outlook is stable," S&P noted.

"The rating on Host reflects its highly leveraged financial risk
profile, reliance on external sources of capital for growth as a
real estate investment trust (REIT), and the cyclical nature of
the lodging industry," said Standard & Poor's credit analyst Emile
Courtney. Additionally, although the rating and outlook have
incorporated our view that Host would begin to deploy its large
excess cash balances for hotel acquisitions and investments, the
valuation multiples for its recently announced and completed
acquisitions are somewhat higher than our original expectations.

"We believe competition for high-quality assets in urban markets
has driven acquisition multiples to an elevated level," added Mr.
Courtney, "and Host's relatively aggressive posture, in our view,
will limit a possible upgrade over the near term given the
likelihood for a modest return on investment in that time frame."


HOUSE OF PRAYER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: House of Prayer for All People Ministries
        1913 N. Wilmington
        Compton, CA 90222

Bankruptcy Case No.: 11-29410

Chapter 11 Petition Date: May 3, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: James M. Powell, Esq.
                  LAW OFFICES OF JAMES M. POWELL
                  1894 Commercenter Dr W Ste 108
                  San Bernardino, CA 92408
                  Tel: (909) 890-0105
                  Fax: (909) 890-0106
                  E-mail: jpowellesq@gmail.com

Scheduled Assets: $400,000

Scheduled Debts: $1,102,183

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

The petition was signed by Terri Michelle Givens, officer.


HOWREY LLP: Wants Bankruptcy in DC, Not California
--------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that dissolved law
firm Howrey LLP on Tuesday asked a California federal judge to
toss an involuntary Chapter 7 bankruptcy brought against it,
saying the case belongs in Washington or Virginia.

Law360 relates that Howrey, drawn into California bankruptcy court
by three creditors who claim they are owed about $36,600, said it
makes no sense for its bankruptcy proceedings to take place in a
venue thousands of miles from its home base in Washington.

Dow Jones' DBR Small Cap relates that Howrey LLP said it is
seeking to file a Chapter 11 petition and it would work to move
the case east, where it's winding down its operations.

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HSRE-CDS I: GB HoldCo Seeks Dismissal of Chapter 11 Proceeding
--------------------------------------------------------------
GB HoldCo LLC asks the U.S. Bankruptcy Court for the District of
Delaware to dismiss the Chapter 11 case of HSRE-CDS I LLC.  In the
alternative, GB HoldCo seeks relief from the automatic stay.  In
addition, GB HoldCo seeks to prohibit the Debtor from using cash
collateral.

GB HoldCo is a secured creditor, as assignee of OREO Corporation,
successor-in-interest to Keybank National Association under a
certain Amended and Restated Loan Agreement dated Dec. 31, 2009.

Norman L. Pernick, Esq., at Forman & Leonard P.A., in Wilmington,
Delaware, points out that the Chapter 11 case is a classic two-
party dispute, filed in bad faith to hinder and delay GB HoldCo's
exercise of state law remedies regarding the Debtor's troubled
assets.

"This case was initiated one day before GB HoldCo was scheduled to
realize on part of its collateral through a foreclosure sale, as
the Debtor has been in default of its pre-petition loan for over a
year," Mr. Pernick says.

The Debtor has minimal unsecured trade debt amounting $6,276 and
few employees and its sole source of income is the receipts
derived from its real properties in Missouri and Louisiana, which
are fully encumbered and subject to a present and absolute
assignment of rents and income in GB HoldCo's favor, Mr. Pernick
tells the Court.  He asserts that the Debtor lacks any ownership
interest in those rents and income and there is no operating
income available to the Debtor to operate its business or fund any
potential plan of reorganization.

The Court will conduct a hearing on May 10, 2011 at 11:00 a.m.
(ET) regarding GB HoldCo's Request.  Objections are to be filed
not later than May 3, 2011 at 4:00 p.m. (ET).

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.


HSRE-CDS I: Section 341 Meeting of Creditors Set for May 10
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware notifies
parties-in-interest that there will be a meeting of creditors
pursuant to Section 341 of the Bankruptcy Code on May 10, 2011 at
2:00 p.m. at the Court at 844 King Street, Room 5209, Wilmington,
DE 19801.

Cynthia E. Moh, Esq., at DLA Piper LLP, in Wilmington Delaware,
the Debtor's counsel will be present.

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.


HSRE-CDS I: Files Schedules of Assets and Liabilities
-----------------------------------------------------
HSRE-CDS I LLC filed with the U.S. Bankruptcy Court for the
District of Delaware, its schedules of assets and liabilities,
disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                         unknown
B. Personal Property                  $1,256,241
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $22,790,609
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $5,573
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $82,316
                                     -----------      -----------
      TOTAL                           $1,256,241      $22,878,499

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.


INTEGRA BANK: Judge Trockman Resigns from Board of Directors
------------------------------------------------------------
Judge Wayne S. Trockman, a director of Integra Bank Corporation
since 2010, notified the Company's Board of Directors that he was
resigning from the Board effective immediately.  Judge Trockman
served as a member of the Audit and Compensation committees, which
are joint committees of the Board of Directors of the Company and
Integra Bank N.A., the Company's principal subsidiary.  Judge
Trockman also served on the Wealth Management committee of the
Board of Directors of Integra Bank N.A.

                           About Integra

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

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

The Company's balance sheet at March 31, 2011 showed $2.17 billion
in total assets, $2.24 billion in total liabilities and a $65.07
million total shareholders' 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+'.


ISLAND ONE: Wins Confirmation of Reorganization Plan
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Island One Inc. persuaded the bankruptcy judge in Orlando,
Florida, at a hearing on May 4 to sign a confirmation order
approving the reorganization plan.  In return for $13 million, a
group formerly associated with Bay Harbour Management LC bought
the equity.  The plan provides for different treatment for the
secured lenders and unsecured creditors at each of the properties.
At the outset of the case, Island One said in a court filing that
Bay Harbour was negotiating to buy the company.  Secured creditor
Textron Financial Corp. was owed $99.1 million.  Branch Banking &
Trust Co. had a $39.1 million secured claim.  Liberty Bank was a
secured creditor originally listed as being owed $7.9 million.

                        About Island One

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

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

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


KANSAS CITY SOUTHERN: Moody's Hikes CFR to 'B1' on Revenue Growth
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Kansas City
Southern de Mexico, S.A. de C.V., corporate family rating to Ba3
from B1. The ratings outlook for KCSM is positive.

KCSM's ratings were upgraded in recognition of the substantial
revenue and yield growth that the company is demonstrating in the
recovering economic environment, particularly in light of higher
growth in the Mexican industrial sectors. KCMS's margins have
improved dramatically over the past two years, and operating
ratios (essentially, 1-operating margins) are now below 70%, which
is on par with many of the larger Class I railroads. Because of
this improvement in profitability, and aided by a modest amount of
debt reduction recently, KCSM's credit metrics have improved to
levels that map well to Ba3-rated entities. LTM March 2011 Debt to
EBITDA was approximately 3.1 times, and EBIT to Interest was 2.4
times. These measures now compare favorably with those of KCSM
sister railroad in the U.S., Kansas City Southern Railway (KCSR),
which is rated Ba3. Moody's expects that, with continued steady
volume growth in a strong pricing environment, these metrics will
continue to improve through 2011.

The positive outlook for KCSM reflects Moody's expectations that
the company will continue to see steady revenue growth over the
near term at improving margins, which will result in improved
earnings and positive free cash flow over this period. This could
result in credit metrics that are supportive of higher ratings at
KCSM. Moody's anticipates that such an outcome could be achieved
even under a slow macroeconomic growth scenario in North America.

Ratings at KCSM could be upgraded if its railroad operations were
to show steady and sustained growth in yield and volume the next
6-12 months without any material deterioration in service metrics.
The railroad would have to demonstrate a continuous track record
of strong positive free cash flow generation while maintaining
capital investments at current levels. Operating ratios would need
to trend below 70% throughout 2011 to warrant upward rating
consideration, with Debt/EBITDA sustained below 3.0 times and
EBIT/Interest above 3.5 times. Conversely, ratings KCSM could face
downward revision if operating conditions were to weaken to a
point that Debt/EBITDA exceeds 4.0 times, if EBIT/Interest falls
below 2.0 times, or if deterioration in liquidity becomes a
constraint on either company's operating or investing activities.

Upgrades:

   Issuer: Kansas City Southern de Mexico, S.A. de C.V.

   -- Corporate Family Rating, Upgraded to Ba3 from B1

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 from
      Ba3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
      from B1

The principal methodology used in rating Kansas City Southern de
Mexico, S.A. de C.V. was the Global Freight Railroad Industry
Methodology, published March 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Kansas City Southern de Mexico, S.A. de C.V., a wholly-owned
subsidiary of U.S. holding company Kansas City Southern, owns the
concession to operate Mexico's northeastern railroad.


KT SPEARS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: KT Spears Creek, LLC
        5410 Piping Rock
        Houston, TX 77056

Bankruptcy Case No.: 11-33991

Chapter 11 Petition Date: May 3, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Magdalene Duchamp Conner, Esq.
                  OKIN ADAMS & KILMER LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  E-mail: mconner@oakllp.com

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

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

The petition was signed by Kyle D. Tauch, sole member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


LABELCORP HOLDINGS: $100MM 2nd Lien Facility Gets Moody's 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to LabelCorp
Holdings, Inc.'s proposed $175 million first lien senior secured
credit facilities and a Caa1 rating to the proposed $100 million
second lien senior secured credit facility. All other ratings,
including the B2 corporate family rating (CFR), were affirmed. The
ratings outlook was revised to stable from negative reflecting the
company's improved operating performance, financial leverage and
liquidity coupled with Moody's expectation that these trends will
continue throughout 2011.

Proceeds from the proposed facilities are expected to be used to
refinance York's existing debt and pay related transaction fees.
The ratings on the existing credit facilities will be withdrawn
upon completion of the proposed refinancing.

These ratings have been assigned for LabelCorp Holdings, Inc.
subject to review of final documentation:

   -- Ba3 (LGD3, 31%) to the $25 million first lien senior secured
      revolving credit facility due 2016;

   -- Ba3 (LGD3, 31%) to the $150 million first lien senior
      secured term loan due 2017; and

   -- Caa1 (LGD5, 84%) to the $100 million second lien senior
      secured term loan due 2017.

These ratings have been affirmed for LabelCorp Holdings, Inc.:

   -- B2 corporate family rating; and

   -- B2 probability of default rating.

RATINGS RATIONALE

The B2 CFR and stable rating outlook reflect the recent
improvement in York Label's operating performance, its declining,
though high financial leverage and the expectation for increased
revolver availability and covenant headroom following the
refinancing. Moody's expects the company's ramp up of recent
business wins, continued cost reductions and focus on more
profitable customers to support growth in 2011. Recent wins with
new and existing customers in its core consumer products, food &
beverage and wine & spirits segments are expected to build on 2010
earnings momentum.

The B2 corporate family rating is currently constrained by York
Label's weak credit metrics, particularly its high leverage of
6.0x and interest coverage of 1.2x as of Dec. 31, 2010, prior to
the inclusion of its earnings from its 50% owned Chilean joint
venture. The rating also reflects the company's leading position
within the fragmented North American premium, prime label market.
While overall customer concentration is relatively high, the
ratings are supported by its exposure across a wide range of
brands and the long-standing relationships at its key customers as
well as its scale relative to other industry participants.

The ratings on the first lien facilities reflect their senior
position in the capital structure which benefit from a first lien
on substantially all assets, the capital stock of each domestic
subsidiary and 65% of the capital stock of each first-tier foreign
subsidiary. These ratings could be lowered to B1 if the amount of
first lien obligations were to proportionally increase relative to
second lien debt prior to close of the facilities.

The ratings could be downgraded if York Label were to lose a major
customer or see a deterioration in operating performance prior to
further deleveraging. Additionally, ratings pressure could arise
if debt-to-EBITDA were to remain above 6.0x for an extended period
of time. While a rating upgrade is not anticipated in the near
term, continued increase in operating performance leading to a
sustained improvement in credit metrics, specifically debt-to-
EBITDA of less than 4.5x, free cash flow to debt in high single
digits, and interest coverage approaching 2.0x would be viewed
positively.

The principal methodology used in rating LabelCorp Holdings, Inc.
was the Global Heavy Manufacturing Rating Methodology, published
November 2009. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Moody's last rating action on York occurred on Sept. 8, 2009 when
Moody's revised the outlook to negative from stable and affirmed
all other ratings.

Headquartered in Omaha, Nebraska, LabelCorp Holdings, Inc., which
operates as York Label, Inc., manufactures prime, pressure
sensitive labels for the food, beverage, consumer products, wine
and spirits and healthcare industries located in North and South
America. York focuses mainly on its four core segments: consumer
products (32% of revenue), food and beverage (32% of revenue),
wine and spirits (21% of revenue) and healthcare (7% of revenue).
York has been a portfolio company of Diamond Castle Holdings, LLC
since August 2008. Revenue for the twelve months ended Dec. 31,
2010 was approximately $200 million.


LAM RESEARCH: S&P Rates $800MM Sr. Unsecured Notes 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Fremont, Calif.-based Lam Research Corp.'s (BB+/Positive/--)
aggregate issuance of up to $800 million senior unsecured
convertible notes.

"We also assigned a recovery rating of '3' to the debt, indicating
our expectation for meaningful (50%-70%) recovery of principal in
the event of default. Although the estimated numerical recovery is
in the 90%-100% range, we have capped the recovery rating at '3'
because of the recovery rating cap on unsecured debt of issuers in
the 'BB' category," S&P related.

The company will issue the notes in two tranches, with one due in
May of 2016 and the other in May of 2018. The company intends to
use the proceeds to repurchase up to 3 million of common shares as
well as engage in various hedging transactions and for general
corporate purposes.

"Our 'BB+' corporate credit rating on Lam already incorporates the
expectation that the company could add incremental debt, and does
not affect our assessment of Lam's financial risk profile as
intermediate. Given the high cash flow volatility, as our ratings
incorporate the expectation that operating lease-adjusted leverage
will remain below 3x through most industry cycles. After this
transaction, leverage is likely to be in the 1x area up
from about 0.1x as of Lam's March 2011 quarter," S&P stated.

Ratings List

Lam Research Corp.
Corporate Credit Rating         BB+/Stable/--

New Rating

Lam Research Corp.
Senior Unsecured
  Convertible nts               BB+
   Recovery Rating              3


LEE ENTERPRISES: Incurs $1.45 Million Net Loss in March 27 Qtr.
---------------------------------------------------------------
Lee Enterprises, Incorporated, reported a net loss of
$1.45 million on $178.72 million of total operating revenue for
the 13 weeks ended March 27, 2011, compared with net income of
$2.98 million on $185.74 million of total operating revenue for
the 13 weeks ended March 28, 2010.  The Company also reported net
income of $17.53 million on $386.39 million of total operating
revenue for the 26 weeks ended March 27, 2011, compared with net
income of $30.94 million on $395.58 million of total operating
revenue for the 26 weeks ended March 28, 2010.

The Company's selected balance sheet information at March 27, 2011
showed $24.89 million in cash, $5.10 million in restricted cash
and investments and $1.02 billion in debt.

Mary Junck, chairman and chief executive officer, said: "While the
upward progress in the overall business climate cooled noticeably
this past quarter, we expect year over year revenue comparisons to
improve again as economic conditions in our markets also improve.
We believe results for the March quarter were adversely impacted
by the timing of the Easter holiday, as we have historically
experienced an increase in advertising revenue in the weeks
preceding that holiday."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/CZ1uGy

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises, Incorporated --
http://www.lee.net/-- is a premier provider of local news,
information and advertising in primarily midsize markets, with 49
daily newspapers and a joint interest in four others, rapidly
growing online sites and more than 300 weekly newspapers and
specialty publications in 23 states.  Lee's newspapers have
circulation of 1.5 million daily and 1.8 million Sunday, reaching
four million readers daily.  Lee stock is traded on the New York
Stock Exchange under the symbol LEE.

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2011,
Standard & Poor's Ratings Services Lee Enterprises its preliminary
'B' corporate credit rating.  S&P also said, "At the same time, we
assigned our preliminary 'B' rating (the same as the corporate
credit rating) to the company's offering of $675 million first-
priority lien senior secured notes due 2017 with a preliminary
recovery rating of '3', indicating our expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
We also rated the company's second-priority lien senior secured
notes due 2018 a preliminary 'CCC+', with a preliminary recovery
rating of '6', indicating negligible (0%-10%) recovery for
lenders."

The TCR on April 13, 2011, said Moody's Investors Service assigned
first time ratings to Lee Enterprises, including a Caa1 Corporate
Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and
SGL-3 speculative-grade liquidity rating.  Moody's also assigned a
B1 rating to the company's proposed $50 million 5-year senior
secured first-lien first-out revolver, a B3 rating to its proposed
$675 million senior secured first-lien notes maturing 2017, and a
Caa2 rating to its proposed $375 million senior secured second-
lien notes maturing 2018.  The rating outlook is stable.


LEE ENTERPRISES: Withdraws Offerings of Sr. Notes & Common Stock
----------------------------------------------------------------
Lee Enterprises, Incorporated, announced that, as a result of
market conditions, it has decided not to proceed with plans to
privately offer $680 million of first priority lien senior secured
notes due in 2017, $375 million of second priority lien senior
secured notes due in 2018 and up to 8,928,175 shares of Lee Common
Stock.

Mary Junck, chairman and chief executive officer, said: "Although
we were pleased with investor interest, the proposed offerings did
not result in terms and conditions that met our expectations or
recognize the future value we expect for Lee stockholders.
Refinancing our Credit Agreement and the Pulitzer Notes debt is
among our highest priorities.  We will continue to pursue
alternatives and intend to refinance our long-term debt before it
matures in April 2012."

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises, Incorporated --
http://www.lee.net/-- is a premier provider of local news,
information and advertising in primarily midsize markets, with 49
daily newspapers and a joint interest in four others, rapidly
growing online sites and more than 300 weekly newspapers and
specialty publications in 23 states.  Lee's newspapers have
circulation of 1.5 million daily and 1.8 million Sunday, reaching
four million readers daily.  Lee stock is traded on the New York
Stock Exchange under the symbol LEE.

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2011,
Standard & Poor's Ratings Services Lee Enterprises its preliminary
'B' corporate credit rating.  S&P also said, "At the same time, we
assigned our preliminary 'B' rating (the same as the corporate
credit rating) to the company's offering of $675 million first-
priority lien senior secured notes due 2017 with a preliminary
recovery rating of '3', indicating our expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
We also rated the company's second-priority lien senior secured
notes due 2018 a preliminary 'CCC+', with a preliminary recovery
rating of '6', indicating negligible (0%-10%) recovery for
lenders."

The TCR on April 13, 2011, said Moody's Investors Service assigned
first time ratings to Lee Enterprises, including a Caa1 Corporate
Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and
SGL-3 speculative-grade liquidity rating.  Moody's also assigned a
B1 rating to the company's proposed $50 million 5-year senior
secured first-lien first-out revolver, a B3 rating to its proposed
$675 million senior secured first-lien notes maturing 2017, and a
Caa2 rating to its proposed $375 million senior secured second-
lien notes maturing 2018.  The rating outlook is stable.


LEVEL 3: Incurs $205 Million Net Loss in March 31 Quarter
---------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $205 million
on $929 million of total revenue for the three months ended
March 31, 2011, compared with a net loss of $238 million on $910
million of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011 showed $8.80 billion
in total assets, $9.06 billion in total liabilities and a $265
million stockholders' deficit.

"We are pleased to report a solid quarter, giving us a strong
start to 2011," said James Q. Crowe, CEO of Level 3.  "We see many
opportunities across our customer base to continue growing our
business throughout the year.  Our customers require more and more
bandwidth to support the continued adoption of video over the
Internet, the continued growth in wireless broadband, and the
rising demand for bandwidth in the enterprise market.  Our mix of
network assets, our service capabilities and our focus on
customer service excellence are making Level 3 a top choice for
wholesale and enterprise customers in the U.S. and Europe."

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

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIMITED BRANDS: Moody's Says Repurchase Program Won't Affect 'Ba1'
------------------------------------------------------------------
Moody's Investors Service stated that Limited Brands' announcement
that it had authorized an additional $500 million share repurchase
program has no immediate impact on either the Ba1 Corporate Family
Rating or stable outlook.

"We had expected Limited Brands to use the proceeds of its recent
$1 billion note offering to fund further share repurchases,"
stated Moody's Senior Credit Officer Maggie Taylor. "Despite the
increase in debt, Moody's believes Limited Brands will maintain
healthy credit metrics due to its continued very strong operating
performance," Taylor added.

The principal methodology used in rating Limited Brands was the
Global Retail Industry Methodology, published in December 2006.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in The US, Canada, EMEA, published in
June 2009.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
over 2,900 specialty stores under the Victoria's Secret, Bath &
Body Works, C.O. Bigelow, Pink, La Senza, White Barn Candle Co.,
and Henri Bendel name plates. The company's products are also
available on-line. Annual revenues are about $9.6 billion.


LITHIUM TECHNOLOGY: Appoints Martin Koster as President and COO
---------------------------------------------------------------
Lithium Technology Corporation, Inc., announced that Martin Koster
is joining the management team as LTC's President and Chief
Operating Officer.

In addition to his daily operational responsibilities at LTC, Mr.
Koster will focus on the implementation of the strategic
development opportunities of LTC and the company's transition into
a volume manufacturer of its leading large-format Lithium based
battery technology, including the integration of its battery
technology with the electronics capabilities of LTC's strategic
partner, Frazer-Nash Research Ltd., through the previously
announced strategic alliance between the two companies.

Martin Koster is a German national with a strong background in
working with companies in the automotive and industrial sector.
His focus in his prior roles as a corporate finance and M&A
advisor was on global automotive sector clients of all sizes,
including leading passenger and commercial vehicle manufacturers
and their suppliers.  Mr. Koster joins LTC from Goetzpartners, a
European-based investment banking firm, where he was head of the
London office and during his tenure there, was appointed an
Executive Board Member.  Prior to his association with
Goetzpartners, Mr. Koster spent eleven years at Citigroup
primarily on the automotive and industrials team, based in
Frankfurt and London.

LTC's Co-Chairman, Fred Mulder, and CEO, Theo Kremers, jointly
commented on Mr. Koster's appointment: "We are pleased to welcome
Martin onto the team.  LTC will benefit from his experience with
automotive and industrial sector companies in the strategic
development of LTC's business with such companies as well as the
strengthening of LTC's daily management.  We wish him all the best
in his transition to his new role at LTC."

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.78 million
in total assets, $34.16 million in total liabilities and $23.38
million in total stockholders' deficit.

Amper, Politziner & Mattia, LLP, Edison, New Jersey, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                      $7 Mil. Funding Needed

As reported by the TCR on April 8, 2011, the Company entered into
a number of financing transactions and is continuing to seek other
financing initiatives.  The Company said it will need to raise
additional capital to meet its working capital needs and to
complete its product commercialization process.  Such capital is
expected to come from the sale of securities and debt financing.
The Company believes that if it raises approximately $7 million in
debt and equity financings, the Company would have sufficient
funds to meet its needs for working capital and capital
expenditures and to meet expansion plans during 2011.  If the
Company is not able to raise such additional capital, the Company
will assess all available alternatives including a sale of the
Company's assets or merger, the suspension of operations and
possibly liquidation, auction, bankruptcy, or other measures.


LK LAND: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: LK Land Trust
        981 Highway 98 East, Suite 3
        Destin, FL 32541-12525

Bankruptcy Case No.: 11-30766

Chapter 11 Petition Date: May 3, 2011

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

Debtor's Counsel: John R. Dowd, Jr., Esq.
                  DOWD LAW FIRM
                  108 S.E. Eglin Parkway
                  Fort Walton Beach, FL 32548
                  Tel: (850) 650-2202
                  Fax: (850) 650-5808
                  E-mail: john.dowd@cox.net

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flnb11-30766.pdf

The petition was signed by Lowell B. Kelly, managing member of
Trustee.


LNR PROPERTY: Moody's Raises CFR to 'Ba2' on Bank Debt Refinancing
------------------------------------------------------------------
Moody's Investors Service upgraded LNR Property LLC's corporate
family rating to Ba2 from B2 following its successful refinancing
of its senior secured bank credit facility and affirmed the Ba2
rating of its new $365 million senior secured bank credit
facility. The rating outlook is stable.

RATINGS RATIONALE

This rating action reflects the resolution of LNR's 2011 debt
maturity and improved credit metrics following its
recapitalization in August 2010. Debt maturities have been
extended, intermediate term liquidity is strong, and cash flow is
improving. LNR is now well-positioned to re-focus on growing its
special servicing platform and funds businesses. The rating also
reflects the uncertainty surrounding a definitive business plan,
specifically whether LNR re-enters its traditional lines of
businesses, which may include loan origination and on-balance
sheet real estate investments. Moody's expects LNR to fund its
growth primarily with free cash flow. Moody's notes that LNR now
has the financial flexibility to absorb any negative pressure it
might experience in operating performance given its strengthened
capital structure.

Moody's indicated that upward rating movement would be predicated
upon more clarity surrounding LNR's long term business model,
success in profitably growing its servicing and funds management
businesses, and maintenance of a conservative capital structure
consistent with the quality and liquidity of its assets. A
downgrade could result if LNR has difficulty in growing its
business or adopts a more aggressive, or less transparent, capital
structure.

This rating was upgraded with a stable outlook:

   -- LNR Property LLC -- corporate family rating to Ba2 from B2

This rating was affirmed with a stable outlook:

   -- LNR Property LLC -- senior secured credit facilities at Ba2

LNR Property LLC's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against the issuers both within and
outside of LNR's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk. Other methodologies and factors that may have been
considered in the process of rating LNR Property LLC can also be
found in the Rating Methodologies sub-directory on Moody's web
site.

LNR Property LLC is a real estate investment and management
company headquartered in Miami Beach, Florida, USA.


LOOP CORP: Sec. 341 Creditors' Meeting Set for June 7
-----------------------------------------------------
The United States Trustee for the Northern District of Illinois
will convene a meeting of creditors in the bankruptcy case of Loop
Corp. on June 7, 2011 at 1:30 p.m. at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, in Chicago.  Last day to
object to dischargeability is Aug. 8, 2011.

Loop Corp. in Chicago, Illinois, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-17917) on April 27, 2011, Judge
Bruce W. Black presiding.  John M. Holowach, Esq., at Holowach &
Pukshansky LLC, serves as bankruptcy counsel.  The Debtor
scheduled assets of $76,500,000 and debts of $33,030,231.


LOS GATOS HOTEL: Plan Filing Exclusivity Extended to July 25
------------------------------------------------------------
Los Gatos Hotel Corporation has sought and obtained a court order
extending the period by which it has the exclusive right to file a
Chapter 11 plan to July 25, 2011 and solicit acceptances of that
plan to Sept. 26, 2011.

                       About Los Gatos Hotel

Los Gatos Hotel Corporation owns the Hotel Los Gatos, a Joie de
Vivre Hotel.  San Jose, California-based Los Gatos Hotel Corp. was
formed in 2000 to build and operate Hotel Los Gatos, a full-
service boutique hotel in downtown Los Gatos, California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-63135) on Dec. 27, 2010.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Affiliate Blossom Valley Investors, Inc., filed a separate Chapter
11 petition (Bankr. N.D. Calif. Case No. 09-57669) on Sept. 10,
2009.  Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky
Popeo, serves as the Debtors' bankruptcy counsel.


MANITOWOC COMPANY: Moody's Affirms B2 CFR; Credit Facility at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Manitowoc's
senior secured credit facility comprised of $500 million revolver,
a $300 million term loan A, and a $350 million term loan B.
Manitowoc's SGL-3 speculative grade liquidity rating remains
unchanged. Concurrently, Moody has affirmed the company's B2
corporate family rating (CFR), and probability of default rating
(PDR). These newly-rated bank facilities will refinance similar
existing facilities. Upon the close of the transaction, the
ratings of the refaced facilities will be withdrawn.

Assignments:

   Issuer: Manitowoc Company, Inc. (The)

   -- Senior Secured Revolver, Assigned Ba2, LGD2-20%

   -- Senior Secured Term Loan A, Assigned Ba2, LGD2-20%

   -- Senior Secured Term Loan B, Assigned Ba2, LGD2-20%

Adjustments:

   Issuer: Manitowoc Company, Inc. (The)

   -- Senior Unsecured Regular Bond/Debenture, LGD-5 75% changed
      to LGD5-74%

The rating outlook is stable.

RATINGS RATIONALE

The Ba2 rating assignments to the company's new credit facilities
reflect their senior secured status, subsidiary guarantees, and
the significant amount of unsecured debt in the company's capital
structure. The affirmation of the B2 CFR and PDR considers the
expectation for improving operating and financial performance for
both its crane operations and its food service business and
considers the benefits of extending its debt maturities through
proposed financing. However, the ratings primarily reflect the
belief that Manitowoc's leverage will likely remain at an elevated
level for the rating category for at least the next year and is
therefore unlikely to warrant the consideration of a higher rating
over the short term. The CFR and PDR ratings benefit from
significant business diversity and international diversification.

The ratings and/or outlook could be downgraded if EBITA/interest
expense or Debt to EBITDA materially weakened from current levels
over the next few quarters or if Debt to EBITDA was not expected
to decline by at least half a turn by the end of 2011 from year
end 2010's level. For 2010, EBITA/interest was 1.2x while
debt/EBITDA was 6.8 times as adjusted by Moody's. Were the company
to experience meaningful tightness under its covenants, the rating
and/or outlook could be adversely affected.

The rating outlook could be changed to positive if leverage was
expected to improve to under 4.5x in the next twelve months on a
sustainable basis. EBITA coverage of interest of over 2 times that
was deemed to be improving would also support positive ratings
traction. A meaningful rebound in the domestic construction market
would also be supportive of positive ratings action particularly
if its large international operations are performing strongly.

The principal methodology used in rating Manitowoc Company Inc.
was the Global Manufacturing Industry Methodology, published
December 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets. Revenues for 2010 were approximately $3.1
billion.


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

Ratings affirmed:

   -- Corporate family rating at Ba3;

   -- Probability of default rating at Ba3;

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

Rating assigned:

Speculative grade liquidity rating at SGL-2.

RATINGS RATIONALE

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

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

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

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

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

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

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


MEREULO MADDUX: Files Fourth Amended Joint Chapter 11 Plan
----------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux Properties filed a
Fourth Amended Joint Chapter 11 Plan of Reorganization with the
U.S. Bankruptcy Court.  A related Disclosure Statement was not
filed as a result of the previous Court order approving the
Disclosure Statement.

According to BData, the Plan states, "This is a joint Plan and not
a consolidated Plan.  The Debtors are not seeking substantive
consolidation in this Plan.  As a result, the Claims and Interests
in each of the Debtors have been classified on a Debtor-by-Debtor
basis."

                       About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


METALDYNE LLC: Moody's Affirms 'B1' CFR on Plan to Upsize Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and
Probability of Default Ratings of Metaldyne, LLC following the
company's announcement of its intention to increase its senior
secured term loan facility to $355 million from $249 million. In a
related action, a B1 rating was assigned to the resized term loan.
Metaldyne's management has indicated that the net proceeds from
the increase in the term loan will be used to fund an additional
distribution to the company's shareholders (including the
company's lead sponsors, The Carlyle Group and Solus Alternative
Asset Management LP), or acquisitions. The details or timing of a
potential acquisition have not been announced. The rating outlook
is stable.

This rating was assigned:

   -- B1 (LGD3, 46%), for the $355 million senior secured term
      loan

These ratings were affirmed:

   -- Corporate Family Rating, B1;

   -- Probability of Default, B1;

   -- B1 (LGD3, 44%), for the $250 million senior secured term
      loan -- this rating will be withdrawn upon repayment of the
      facility

RATINGS RATIONALE

The affirmation of Metaldyne's B1 Corporate Family Rating
incorporates the company's continued leveraged profile following
the proposed increase in the secured term loan and improving
industry conditions in the automotive industry. The increase in
size of the term loan of about $100 million is expected to
increase pro forma leverage as of Dec. 31, 2010 by about one turn
of EBITDA to about 4x from about 3.1x. However, due to an
anticipated reduction in interest rates under the new term loan,
the company's interest expense should not increase materially.
Moody's views the incremental leverage as a reduction in the
financial flexibility, which may limit the ability for the company
to use its balance sheet for additional acquisitions over the
near-term.

The CFR also continues to reflect Metaldyne's competitive position
within the automotive parts supplier industry, balanced by
industry risks. The company's EBIT margin (as adjusted by Moody's)
improved to about 9% in 2010 reflecting restructuring actions
taken in 2009 and recovering industry conditions. With 51% of
Metaldyne's revenues from North America, the company should
continue to participate in improving regional volumes. Yet,
customer concentrations remain high with the top 4 customers
representing about 47% of revenues. The ratings also incorporate
the potential headwinds from temporary OEM production disruptions
resulting from supply constraints out of Japan, and increasing raw
material cost pressures.

The stable rating outlook anticipates that Metaldyne's operating
performance and adequate liquidity profile will continue to
support the assigned rating over the intermediate term.

Metaldyne is anticipated to continue to maintain an adequate
liquidity profile over the near-term following the proposed
transaction, supported by cash balances and free cash flow
generation. The company is expected to have about $116 million of
cash on hand following the close of the transaction, assuming the
net proceeds are used for a shareholder distribution. Moody's
continues to expect that the free cash flow generation over the
near-term will be positive after working capital and capital
expenditure needs. With the increase in the term loan,
amortization requirements will modestly increase. Metaldyne's use
of accounts receivable factoring programs continues to pose a
potential risk that these programs might not be renewed on a
timely basis. Metaldyne's $40 million asset based revolving credit
is modest in size and is expected to remain largely unused over
the near-term while supporting a modest amounts of letters of
credit. The asset based revolving credit facility has a springing
fixed charge coverage covenant of 1x, based on an availability
trigger under the facility. Covenants under the secured term loan
includesa maximum net leverage test. Alternate sources of raising
liquidity are limited as essentially all the company's domestic
assets will secure the ABL and term loan facilities.

Improvement in Metaldyne's rating and/or outlook is limited over
the near-term given the company's aggressive posture toward
shareholder distributions. Positive ratings momentum could result
from continued improvement in revenues, and operating performance
resulting in debt/EBITDA reducing to 2.5x on sustained basis and
EBIT/interest coverage approaching 4.0x. Further customer and
industry diversification could also be viewed as positive events.

The outlook or rating could be lowered if North American
automotive production levels do not recover as anticipated,
resulting in substantially weaker profitability, a deterioration
in liquidity, or acquisitions or other shareholder distributions
involving additional leverage. If operations were to weaken such
that debt/EBITDA were to approach 4.5 times or free cash flow
generation was not realized, the company's rating and/or outlook
could be lowered.

The principal methodology used in rating Metaldyne was the Global
Automotive Supplier Industry Methodology, published January 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Metaldyne, LLC is a leading global manufacturer of highly
engineered metal-based components for light vehicle engine,
transmission and driveline applications for the global automotive
light vehicle market. The company is wholly-owned subsidiary of MD
Investors Corporation which itself is owned by a coalition of
investors led by The Carlyle Group and Solus Alternative Asset
Management LP.


METALDYNE LLC: S&P Rates 'B+' $355MM Term Loan, Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Plymouth, Mich.-based automotive supplier Metaldyne
LLC's proposed $355 million senior secured term loan due 2017. The
company intends to use the proceeds of the debt issue to help fund
dividends or acquisitions and to refinance certain existing debt.
"At the same time, we affirmed our 'B+' corporate credit rating.
The outlook is stable," S&P said.

"The ratings reflect what we consider Metaldyne's weak business
risk profile and aggressive financial risk profile," said Standard
& Poor's credit analyst Robert Schulz. "Our business risk
assessment incorporates the multiple industry risks facing
automotive suppliers, including volatile demand, high fixed costs,
intense competition, and severe pricing pressures. These risks
more than offset the favorable fact that Metaldyne's products are
used mostly in vehicle powertrains and therefore have longer
lives, are less commodity-like than many other automotive parts,
and support the company's double-digit EBITDA margins. The
financial risk assessment reflects our view that low free
operating cash flow (FOCF) and, in the long term, possible
future additional distributions to shareholders will limit
significant debt reduction."

The company is a private-equity-owned automotive supplier created
from certain assets during the bankruptcy restructuring of
Metaldyne Corp.

"The stable outlook reflects our belief that Metaldyne can achieve
low, but still positive, FOCF in the 12 months ahead and adjusted
EBITDA of around $100 million, (higher than our previous
expectation of $80 million) given the relatively favorable trend
for vehicle production in North America, though somewhat offset by
weaker markets in Europe. "We consider Ford's ability to maintain
its market share a key factor in Metaldyne's performance," S&P
said.

"We could lower the rating if FOCF generation turns negative for
consecutive quarters or if we believe that debt to EBITDA,
including our adjustments, would exceed 5x," Mr. Schulz continued.
"We estimate that debt to EBITDA could reach this threshold if,
for example, Metaldyne's gross margins, excluding depreciation and
amortization, fall by about 250 basis points and there is limited
revenue growth over the next year. We consider an upgrade unlikely
during the next year, based on our current assessment of the
company's business and financial risks and Metaldyne's
concentrated ownership by financial sponsors, which we believe
indicates that financial policies will remain very aggressive."


MICHAEL DAVIS: Appeal Over Seizure of Exempt Assets to Continue
---------------------------------------------------------------
In a May 2, 2011 Order, District Judge Susan C. Bucklew denied a
request by Brian Dowling to dismiss an appeal by Michael Davis
over a bankruptcy court ruling that Mr. Dowling was not liable for
his seizure of the Debtor's exempt retirement assets.  Mr. Dowling
urged the District Court to dismiss Mr. Davis' appeal on the basis
that Mr. Davis' notices of appeal were untimely because Mr. Davis'
motions for reconsideration or rehearing did not toll his deadline
to file a notice of appeal.

In a May 2, 2011 Order, Judge Bucklew held that Mr. Davis' notices
of appeal, filed 12 days after the bankruptcy court entered orders
awarding interest to Mr. Davis and denying Mr. Davis' motions for
reconsideration or rehearing as moot, were timely.

In 2002, Mr. Dowling obtained judgments against Mr. Davis in
Illinois state court.  In an attempt to satisfy the judgments, Mr.
Dowling sought in Illinois state court and obtained turnover of
the funds held in Mr. Davis' IRA and 401(k) accounts.  Mr. Davis
appealed the turnover orders regarding his retirement assets to an
Illinois appellate court, arguing that his retirement assets were
exempt from creditors.  In March 2006, the Illinois appellate
court remanded the case, directing the trial court to conduct an
evidentiary hearing on whether the retirement assets were exempt.
On remand, the trial court determined that the retirement assets
were exempt under Illinois law and ordered Mr. Dowling to remit
the principal amount collected to Mr. Davis.  Mr. Dowling posted a
bond and appealed the trial court's order on remand.  The trial
court's order was affirmed by an Illinois appellate court on
Sept. 8, 2008.

Also in 2008, bankruptcy proceedings were initiated against Mr.
Davis in the Middle District of Florida.  The bankruptcy
proceedings consisted of two different cases: (1) an involuntary
petition under Chapter 11 with Mr. Dowling as one of the
petitioning creditors and (2) an adversary proceeding initiated by
Mr. Dowling to determine the proper recipient of the retirement
assets.

Mr. Davis filed a counterclaim against Mr. Dowling in the
Adversary Proceeding seeking damages for seizing an exempt asset
in violation of Illinois law, common law wrongful garnishment, and
common law conversion.  Mr. Davis also filed an objection to Mr.
Dowling's claim in the Bankruptcy Case.

In April 2009, the bankruptcy court entered an order finding that
Mr. Davis' retirement assets were exempt from creditors.  In May
2009, the Order Confirming Plan was entered in the Bankruptcy Case
but the bankruptcy court reserved jurisdiction to consider Mr.
Davis' counterclaim for damages in the Adversary Proceeding, which
was consolidated with Mr. Davis' objection in the Bankruptcy Case.

The bankruptcy court held a trial on Mr. Davis' counterclaim in
2010.  At issue was whether to impose liability against Mr.
Dowling for his seizure of Mr. Davis' exempt retirement assets.
At the conclusion of the trial, the bankruptcy court found in
favor of Mr. Dowling.

Mr. Davis sought reconsideration or rehearing as to the Judgment.
Mr. Davis' motions for reconsideration or rehearing were
substantively identical and were filed "in an abundance of
caution" due to the parties' perceived disagreement over whether
Mr. Davis was entitled to damages or compensation in the form of
interest at 9% for the entire time that he was deprived of his
exempt retirement assets.

In October 2010, the bankruptcy court decided the interest issue
in favor of Mr. Davis, awarding him post-judgment interest in the
amount of 9% on the retirement asset funds that were held by Mr.
Dowling during a specified time period.  The bankruptcy court then
denied Mr. Davis' motions for reconsideration or rehearing as
moot.  Mr. Davis appealed, saying the bankruptcy court erred in
failing to impose liability against Mr. Dowling for his seizure of
Mr. Davis' exempt retirement assets.

The District Court case is Michael Davis, Appellant, v. Brian
Dowling, Appellee, Case Nos. 8:11-cv-89-T-24, 8:11-cv-90-T-24
(M.D. Fla.).  A copy of the District Court's ruling is available
at http://is.gd/sJdOY7from Leagle.com.

An involuntary Chapter 11 bankruptcy petition was filed against
St. Petersburg, Florida-based Michael Davis (Bankr. M.D. Fla. Case
No. 08-04348) on March 31, 2008, Judge Michael G. Williamson
presiding.

The petitioning creditors are Brain Dowling, North Shore Community
Bank, MaryAnne Davis, and David P. Pasulka.  They are represented
by Asher Rabinowitz, Esq. -- azr@andersonbadgley.com -- at
Anderson & Badgley, P.L.


MILAGRO OIL: Moody's Rates Notes 'Caa2'; Outlook Negative
---------------------------------------------------------
Moody's Investor's Service assigned a Caa2 rating to Milagro Oil
and Gas, Inc.'s senior secured second lien notes due 2016, and
assigned a Corporate Family Rating of Caa1. The rating outlook is
negative. This is the first time that Moody's has rated Milagro.

Net proceeds from the notes will be used to repay the existing
second lien term loan and to reduce the amount currently
outstanding under the revolving credit facility. Concurrent with
the transaction the credit facility will be amended and restated,
extending the maturity date to 2014.

RATINGS RATIONALE

"The Caa1 CFR reflects Milagro's very high leverage on production
and reserves, small scale, and the potential for tight liquidity
if leverage continues to increase," commented Jonathan Kalmanoff,
Moody's Analyst. "The ratings are supported by a relatively high
and increasing proportion of liquids production, shallow decline
rates, good geological diversification, and supportive financial
sponsors." The negative outlook considers the potential for
increasing leverage on production and reserves as the company
outspends cash flow, as well as the potential for decreasing
covenant headroom, depending on the mix of debt versus equity
financing and the levels of production and cash flow achieved.

Moody's calculates Milagro's Dec. 31, 2010 pro forma leverage on
average daily production at $50,796/boe/d. In calculating
leverage, Moody's views the company's preferred stock as 50% debt.

At Dec. 31, 2010 pro forma for the notes issuance Milagro had $18
million of cash and $70 million of availability under its new $300
million senior secured first lien credit facility. Availability
under the revolver is restricted by its $170 million borrowing
base. Covenants under the facility include a Debt / EBITDA limit
of 4.5x (stepping down to 4.25x in 2012), a Senior Secured Debt /
EBITDA limit of 2.0x, minimum EBITDA / Interest of 2.25x (stepping
up to 2.5x in 2012), and a current ratio of 1.0x. At Dec. 31, 2010
pro forma, covenant calculations were Debt / EBITDA of 3.2x,
EBITDA / Interest of 5.0x, and a current ratio of 1.3x. While
there is currently adequate headroom under the covenants, if
leverage rises over the next few quarters as Milagro outspends
cash flow and funds part of the negative free cash flow with debt,
covenants could become stressed. With the credit facility maturing
in 2014 and the notes maturing in 2016 there are no near term debt
maturities. Substantially all of Milagro's oil and gas reserves
are pledged as collateral which limits the extent to which asset
sales could provide a source of additional liquidity if needed.

The Caa2 senior unsecured note rating reflects both the overall
probability of default of Milagro, to which Moody's assigns a PDR
of Caa1, and a loss given default of LGD5-70%. The size of the
senior secured first lien revolver's potential priority claim
relative to the senior secured second lien notes results in the
notes being rated one notch beneath the Caa1 CFR under Moody's
Loss Given Default Methodology.

The outlook could be changed to stable if leverage on production
and reserves does not continue to increase from current levels,
covenant headroom does not deteriorate, and a positive production
trend is established in response to increasing levels of capital
spending. The rating could be lowered if liquidity or covenant
headroom becomes stressed, leverage on average daily production
appears likely to increase to $60,000/boe/d or higher, or Debt /
Proven Developed Reserves appears likely to increase to $21.00/boe
or higher.

The principal methodology used in rating Milagro Mezz was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009

Milagro Oil and Gas, Inc. is an independent exploration and
production company headquartered in Houston, Texas.


MOLECULAR INSIGHT: Deregisters Unissued Shares Under Stock Plans
----------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed on May 3, 2011, a
Post-Effective Amendment No. 1 to its registration statement on
Form S-8, Registration No. 333-145476, which was filed with the
Securities and Exchange Commission on Aug. 15, 2007, to
deregister, as of the effectiveness of this Post-Effective
Amendment, all shares of the Common Stock that were registered
under the Registration Statement and remain unissued under the
Company's 1977 Stock Option Plan.

The Form S-8 registered 1,882,701 shares of the Company's common
stock, par value $0.01, for issuance under the 1997 Stock Option
Plan.

A complete text of the S-8 POS to the Aug. 15, 2007 registration
statement is available for free at http://is.gd/SlZWCz

The Company also filed Post-Effective Amendment No. 1 to its
registration statement on Form S-8, Registration Statement No.
333-165852, which was filed with the SEC on April 1, 2010, to
deregister, as of this Post-Effective Amendment, all additional
shares of Common Stock that were registered under the Registration
Statement and remain unissued under the Company's Amended and
Restated 2006 Equity Incentive Plan.

The Form S-8 registered an additional 1,010,733 shares of the
Company's common stock, par value $0.01, for issuance under the
Amended and Restated 2006 Equity Incentive Plan.  The Company no
longer issues securities under the Plan.

A complete text of the S-8 POS to the April 1, 2010 registration
statement is available for free at http://is.gd/fVxxEG

The Company also filed Post-Effective Amendment No. 1 to its
registration statement on Form S-8, Registration Statement No.
333-157957, which was filed with the SEC on March 13, 2009, to
deregister, as of this Post-Effective Amendment, all additional
shares of Common Stock that were registered under the Registration
Statement and remain unissued under the Company's Amended and
Restated 2006 Equity Incentive Plan.

The Form S-8 registered an additional 1,002,776 shares of the
Company's common stock, par value $0.01, for issuance under the
Amended and Restated 2006 Equity Incentive Plan.  The Company no
longer issues securities under the Plan.

A complete text of the S-8 POS to the March 13, 2009 registration
statement is available for free at http://is.gd/67fabs

The Company also filed Post-Effective Amendment No. 1 to its
registration statement on Form S-8, Registration Statement No.
333-152972, which was filed with the SEC on Aug. 12, 2008, to
deregister, as of this Post-Effective Amendment, all additional
shares of the the Common Stock that were registered under the
Registration Statement and remain unissued under the Company's
Amended and Restated 2006 Equity Incentive Plan.

The Form S-8 registered an additional 998,126 shares of the
Company's common stock, par value $0.01, for issuance under the
Amended and Restated 2006 Equity Incentive Plan.  The Company no
longer issues securities under the Plan.

A complete text of the S-8 POS to the Aug. 12, 2008 registration
statement is available for free at http://is.gd/5HX408

The Company also filed Post-Effective Amendment No. 1 to its
registration statement on Form S-8, Registration Statement No.
333-143065, which was filed with the SEC on May 17, 2007, to
deregister, as of this Post-Effective Amendment, all shares of the
the Common Stock that were registered under the Registration
Statement and remain unissued under the Company's Amended and
Restated 2006 Equity Incentive Plan.

The Form S-8 registered 2,300,000 shares of the Company's common
stock, par value $0.01, for issuance under the Amended and
Restated 2006 Equity Incentive Plan.  The Company no longer issues
securities under the Plan.

A complete text of the S-8 POS to the May 17, 2007 registration
statement is available for free at http://is.gd/o0Tny5

                     About Molecular Insight

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

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kenneth H.
Eckstein, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Franklin LLP, in New York, serve as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., Guy B. Moss, Esq.,
Christopher M. Candon at Riemer & Braunstein, LLP, in Boston,
serve as the Debtor's local counsel.  Foley & Lardner LLP is the
Debtor's special counsel.  Tatum LLC, a division of SFN
Professional Services LLC, is the Debtor's financial consultant.
Omni Management Group, LLC, is the claims, and balloting agent.

On March 23, 2011, the Bankruptcy Court entered its order
approving the disclosure statement explaining the Debtor's First
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for, among other things:

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

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

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

  (iv) the cancellation of existing equity interests.


MOLECULAR INSIGHT: Withdraws COM Purchase Rights from Nasdaq
------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed on May 3, 2011,
with the SEC a Form 25 notification voluntarily withdrawing its
Common Stock Purchase Rights from listing and registration on The
Nasdaq Stock Market LLC.

Pursuant to the requirements of the Securities Exchange Act of
1934, Molecular Insight Pharmaceuticals, Inc., certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing the Form 25.

SEC Form 25 is required by Rule 12d2-2 of the Securities Exchange
Act of 1934.  A security is considered to be delisted 10 days
after the filing of Form 25 with the SEC.

As reported in the TCR on Jan. 25, 2011,, The Nasdaq Stock Market
LLC filed Form 25-NSE with the SEC to delist Molecular Insight's
common stock from the Nasdaq Global Market, which delisting took
effect on Jan. 31, 2011.

A complete text of the Form 25 is available for free at:

                       http://is.gd/A5I0LK

                     About Molecular Insight

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

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kenneth H.
Eckstein, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Franklin LLP, in New York, serve as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., Guy B. Moss, Esq.,
Christopher M. Candon at Riemer & Braunstein, LLP, in Boston,
serve as the Debtor's local counsel.  Foley & Lardner LLP is the
Debtor's special counsel.  Tatum LLC, a division of SFN
Professional Services LLC, is the Debtor's financial consultant.
Omni Management Group, LLC, is the claims, and balloting agent.

On March 23, 2011, the Bankruptcy Court entered its order
approving the disclosure statement explaining the Debtor's First
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for, among other things:

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

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

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

  (iv) the cancellation of existing equity interests.


MOLECULAR INSIGHT: Court Confirms Reorganization Plan
-----------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. disclosed that at a
hearing held on May 5, 2011, the U.S. Bankruptcy Court for the
District of Massachusetts confirmed the Company's Amended Plan of
Reorganization (the "Plan").  Molecular Insight is scheduled to
emerge from Chapter 11 as a fully restructured company by late May
2011.

As confirmed, the Plan restructures the Company's consolidated
balance sheet by reducing outstanding debt by approximately $162
million and facilitating a new capital infusion of approximately
$40 million.  Under the Plan, all outstanding shares of the
Company's common stock will be extinguished on the Plan's
effective date.  In addition, the Bankruptcy Court approved an
order that would restrict, under certain circumstances, the
trading of the Company's common stock by entities that hold more
than 4.5% of the Company's common stock in order to preserve the
full amount of the Company's net operating losses.

Molecular Insight expects its Plan to become effective on or about
May 20, 2011, once all closing conditions have been met.

"The reorganization plan and new capital structure will allow
Molecular Insight to emerge from Chapter 11 with the financial
flexibility necessary to maximize our growth potential in the
molecular medicine field," said Harry Stylli, President and Chief
Restructuring Officer of Molecular Insight.

On December 9, 2010, Molecular Insight filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the District of Massachusetts.

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


MONTPELIER RE: S&P Gives 'BB+' Rating on $150MM Preferred Stock
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' preferred
stock rating to Montpelier Re Holdings Ltd.'s (NYSE:MRH;
BBB/Stable/--) $150 million, 8.875% perpetual noncumulative
preferred stock issue.

The proceeds from the preferred stock will increase the company's
financial flexibility. After issuing the $150 million of preferred
stock, Montpelier's March 31, 2011, pro forma debt-plus-hybrid to
capital ratio will be 25.6%. Assuming that the preferred stock was
in place throughout 2010, pro forma fixed-charge coverage for the
year would have been 5.1x, which is appropriate for the rating.

Montpelier's gross premiums written increased about 13% to $720
million in 2010, with growth stemming from the MUSIC and
Montpelier Syndicate 5151 segments. In 2010, Montpelier's
operating performance deteriorated somewhat because of higher
catastrophe losses endemic to the industry. Montpelier's
catastrophe losses from the New Zealand and Chilean earthquakes
and the Deepwater Horizon disaster were $155.9 million. Partially
offsetting these losses was $109.3 million of favorable loss
reserve development. Montpelier's EBITDA was $206 million, and its
combined ratio was 82.0%, compared with $309 million and 62.2%,
respectively, in 2009. In 2010, Montpelier repurchased $294
million of its common stock and paid $26.2 million of dividends,
contributing to a 5.8% reduction in shareholders' equity and a
small increase in the debt-plus-hybrid to capital ratio to 16.7%
from 16.0%. Lower earnings decreased the interest coverage ratio
to 8.4x from 11.7x. The leverage and coverage metrics were strong
and remained consistent with the rating.

In the first quarter, Montpelier's results were affected by losses
from the Australian Cyclone Yasi, the New Zealand earthquake, and
-- most notably -- the Tohoku earthquake causing $5 million, $65
million, and $130 million in losses, respectively. The combined
ratio was 178.8% (199% excluding prior-year development). "We
believe that capital remains strong after these catastrophic
losses and expect that Montpelier will generate about a 110%
combined ratio for full-year 2011, assuming normal catastrophe
activity for the balance of the year. Also assuming normal
catastrophe activity for the remainder of 2011, we expect that
Montpelier will return to a debt-plus-hybrid to capital ratio
below 25% by the end of 2011 and that fixed-charge coverage
will remain above 3x for the balance of the year," S&P stated.

Ratings List

Montpelier Re Holdings Ltd.
Counterparty Credit Rating            BBB/Stable/--

New Rating

Montpelier Re Holdings Ltd.
$150M Preferred Stock Issue           BB+


MOOD MEDIA: Moody's Upgrades First Lien Loan to 'Ba3' From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded Mood Media Corporation's first
lien credit facilities to Ba3 from B1 as the improvement in
recovery prospects resulting from the first lien facilities being
downsized (to $375 million [comprised of a $20 million RTL and a
$355 TL] from $415 [comprised of a $25 million RTL and a $390 TL])
while the second lien term loan was up-sized (to $100 million from
$65 million), was sufficient to warrant an upgrade. Since the
amendment adjusts only the relative proportions of first and
second lien claims but does not affect total debt, the corporate
family and probability of default ratings (CFR and PDR
respectively) remain unchanged at B2/B3 and the rating outlook
remains stable. As well, recovery prospects of the second lien
facilities are not altered sufficiently to warrant ratings action;
their rating remains unchanged at Caa1. Lastly, while Mood Media's
revolving credit facility has been downsized to $20 million from
$25 million, the impact on over-all liquidity is minimal and the
company's SGL-3 speculative grade liquidity rating (indicating
adequate liquidity) remains unchanged.

Assignments:

   Issuer: Mood Media Corporation

   -- Senior Secured Credit Facility: Upgraded to Ba3 (LGD2, 19%)
      from B1 (LGD2, 23%)

   -- Corporate Family Rating: Unchanged at B2

   -- Probability of Default Rating: Unchanged at B3

   -- Second Lien Credit Facility: Unchanged at Caa1 with the LGD
      assessment revised to LGD4, 64% from LGD4, 68%

   -- Speculative Grade Liquidity Rating: Unchanged at SGL-3

   Outlook: Unchanged at Stable

RATINGS RATIONALE

Mood Media's B2 CFR rating is influenced primarily by the leverage
and coverage measures that result from the company's pending
acquisition of Muzak, a provider of music to retail/commercial
customers in the U.S. As well, the company has an entrepreneurial
management team, has a relatively limited operating history which
has featured a series of recent acquisitions and business
combinations, and continues to be in a growth phase that may
result in additional acquisition or business combination activity.
Consequently, while estimated pro forma leverage and coverage are
only modestly aggressive and a combination of product line
expansion and increased market penetration may facilitate
significant organic growth, until there is a track record of both
debt repayment and a stable business platform, Moody's anticipates
that EBITDA expansion will be approximately equal with that of the
general economy. Moody's also expects that should management
achieve higher growth, that excess cash flow may be channeled
towards business expansion rather than debt repayment and de-
leveraging. At the same time, Moody's expects that there should
not be much downside to achieving modest positive free cash flow
given established customer relationships and the stable nature of
repetitive subscriptions. Moody's also recognizes Mood's strong
market share in retail/commercial music in both Europe and now the
U.S.

Rating Outlook

The ratings outlook is stable. Pending debt repayment and the
business model stabilizing, it is presumed that leverage and
coverage measures will remain in a range which, for a small media
services company, are indicative of a B2 CFR.

What Could Change the Rating - Up

Given the company's very limited operating history and the
volatility in its business model , a near term ratings upgrade is
not expected. However, should the business model stabilize and
should free cash flow be used to repay debt, positive outlook and
ratings actions would be considered if we expected the Debt/EBITDA
to be sustained below 3.5x with FCF/Debt of no worse than 7.5%.

What Could Change the Rating -- Down

Should the company encounter setbacks integrating Muzak, or should
liquidity deteriorate materially, or should a debt-financed
acquisition transpire, downwards rating pressure would result. As
well, were Debt/EBITDA to increase beyond 5.0x, adverse outlook
and ratings pressure would result. In addition, should the ratio
of first lien to second lien debt increase, there is the potential
of the first lien's instrument rating being downgraded as junior-
ranking loss absorption capacity decreases.

The principal methodologies used in rating Mood Media were
Probability of Default Ratings and Loss Given Default Assessments
published in June 2009, Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009 and Speculative Grade Liquidity Ratings Published in
September 2002.


MORGANS HOTEL: Incurs $32.86 Million Net Loss in March 31 Quarter
-----------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $32.86 million on
$54.40 million of total revenues for the three months ended
March 31, 2011, compared with a net loss of $16.10 million on
$53.38 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011 showed $692.76
million in total assets, $721.93 million in total liabilities and
a $29.17 million in total stockholders' deficit.

Michael Gross, CEO of the Company, said: "The underlying trends in
our markets continue to improve and we see many opportunities to
grow our business.  With a new management team in place, we are
focused on reinforcing our position as the global leader in
lifestyle hospitality management by expanding our brands and
winning higher margin management contracts domestically and
internationally.  We plan to strengthen our core competencies and
enhance the unique DNA on which Morgans was founded.  We will also
continue to pursue an asset-light model, reducing our asset base
and improving our capital structure to give us the flexibility and
resources to pursue our growth initiatives.  We are confident that
we are well positioned to capitalize on the opportunities ahead
and increase shareholder value over the long-term."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/wSW54K

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.


MOVIE GALLERY: Settles Debt Collection Suit With 50 States
----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the liquidating
trustee of Movie Gallery Inc. on Thursday reached a settlement in
Virginia with all 50 states over Company's hardnosed collection
efforts and credit reporting campaign.

Law360 relates that Montana Attorney General Steve Bullock
announced that his office finalized an agreement with Movie
Gallery and its bankrupt subsidiary Hollywood Video that prevents
the companies from continuing their allegedly abusive efforts to
collect hundreds of millions of dollars in late fees from former
customers.

                       About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection on
Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 bankruptcy (Bankr. E.D. Va.
Case No. 10-30696) on Feb. 3, 2009.  Attorneys at Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in
their second restructuring effort.  Kurtzman Carson Consultants
served as claims and notice agent.


MUMTAZ HANNA GEORGE: Court Wants Plan Documents Amended
-------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Mumtaz Hanna George to
file an amended combined plan and disclosure statement to correct
various 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/hkTBCl
from Leagle.com.

Mumtaz Hanna George in Farmington Hills, Michigan, filed for
Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-72383) on
Oct. 22, 2010, represented by Ethan D. Dunn, Esq. --
bankruptcy@maxwelldunnlaw.com -- at Maxwell Dunn, PLC.  In the
petition, the Debtor estimated $1 million to $10 million in assets
and debts.


NALCO COMPANY: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings affirms Nalco Company's ratings including its 'B+'
Issuer Default Rating.  The Rating Outlook is Stable.

The ratings reflect resilient margins, solid liquidity, stable
free cash flow generation and expectation for modest growth and
debt repayment over the next 12-18 months.

Nalco's operations benefit from its dominant market share, broad
product offerings, geographic reach, and strong customer
retention. Diversification across products, geography and
customers and low capital spending requirements have resulted in
stable free cash flow generation.

Liquidity at March 31, 2011 was solid with $118.7 million of cash
on hand and $228.9 million available under the $250 million
revolver maturing May 2014, after utilization of $21.1 million for
letters of credit, and availability under the $150 million
accounts receivable facility maturing June 2013 of $25 million
after borrowings of $125 million.

Latest 12 month March 31, 2011 (LTM) operating EBITDA was $739.9
million, total debt to LTM operating EBITDA was 3.7 times (x), and
LTM free cash flow was $138.3 million.

Fitch believes management will achieve its guidance of $735
million in Adjusted EBITDA given sufficient visibility into costs
and revenues. Nalco guides to $175 million in free cash flow,
excluding the impact from divestitures and the $35 million of
atypically high rent and profit sharing payments but after capital
expenditures of $200 million in 2011.

Fitch expects total debt/operating EBITDA to remain below 4.0x and
average about 3.5x over the next 18-24 months.

Estimated debt maturities over the next five years are $93.3
million due in 2011 including short-term debt, $10.5 million in
2012, $135.5 million in 2013 inclusive of drawings under the
accounts receivable facility, $10.5 million in 2014 and $10.5
million in 2015.

The bank facilities have a maximum consolidated net debt to EBITDA
ratio that is currently 4.75x but steps down to 4.25x under the
existing agreement beginning Oct. 1, 2011. The secured leverage
ratio must be less than or equal to 2.3x. Fitch expects that the
company will remain well within compliance with its covenants.

The Stable Outlook reflects the company's stable business model
and the ability to repay debt through free cash generation.
Meaningful debt repayment could result in a positive rating action
for the IDR. Significant additional financial leverage associated
with a sizable acquisition or a recapitalization would result in a
review with negative rating implications.

Fitch has affirmed these ratings:

Nalco Company

   -- IDR at 'B+';

   -- Senior secured revolving credit facility at 'BB+/RR1';

   -- Senior secured term loans at 'BB+/RR1';

   -- Senior unsecured notes at 'BB/RR2'.


NELSON INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nelson, Inc.
        3360 Fontaine
        Memphis, TN 38116

Bankruptcy Case No.: 11-24542

Chapter 11 Petition Date: May 4, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Paul A. Robinson, Jr., Esq.
                  LAW OFFICE OF PAUL A. ROBINSON
                  5 North Third, Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 649-4053
                  Fax: (901) 328-1803
                  E-mail: problaw9@yahoo.com

Scheduled Assets: $5,652,097

Scheduled Debts: $5,715,929

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-24542.pdf

The petition was signed by Willie Nelson, stockholder.


NEUROLOGIX INC: Enters Into Letter Agreement with M. Kaplitt
------------------------------------------------------------
Neurologix, Inc., entered into a letter agreement dated April 29,
2011 with Dr. Michael G. Kaplitt.  The Letter Agreement amends,
effective as of April 30, 2011, that certain Amended and Restated
Consulting Agreement, dated as of April 25, 2005, by and between
Dr. Michael G. Kaplitt and Neurologix Research, Inc., the
predecessor by merger to the Company.  The Letter Agreement
extends, effective as of April 30, 2011, the term of the
Consulting Agreement from April 30, 2011 to April 30, 2012.  Dr.
Kaplitt is one of the Company's scientific co-founders and a
member of its Scientific Advisory Board.

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

                       http://is.gd/QCIQBd

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $9.68 million
in total assets, $13.84 million in total liabilities and $4.16
million in total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEW YORK SPOT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New York Spot Inc.
        3317 Avenue N
        Brooklyn, NY 11234

Bankruptcy Case No.: 11-43785

Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $3,000,000

Scheduled Debts: $2,590,500

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-43785.pdf

The petition was signed by Yehuda Nelkenbaum, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Martense New York Inc.                09-48910            10/09/09


NPS PHARMACEUTICALS: Incurs $9.15-Mil. Net Loss in March 31 Qtr.
----------------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of
$9.15 million on $23.57 million of total revenues for the three
months ended March 31, 2011, compared with a net loss of $3.05
million on $20.29 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed
$158.27 million in total assets, $317.94 million in total
liabilities and a $159.67 million total stockholders' deficit.

"The success of our recent equity offering, which raised $107
million, gives us the financial flexibility to deliver a number of
key milestones, including the approval of our first product in
2012," said Francois Nader, M.D., president and chief executive
officer of NPS Pharmaceuticals.  "We look forward to reporting
additional data from the GATTEX Phase 3 clinical program at the
upcoming Digestive Disease Week conference in Chicago and
submitting the drug for U.S. approval later this year.  We also
remain on track to report top-line results from the Phase 3
REPLACE study of NPSP558 before year-end."

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

                        http://is.gd/V7Mkr1

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.


OLDE PRAIRIE: Can Borrow Funds to Pay Portion of JMB Expenses
-------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer granted Olde Prairie Block
Owner, LLC's request to borrow additional funds from JMB Capital
Partners to pay JMB's attorney fees and expenses associated with
JMB's prior loan.

The Debtor was previously authorized under 11 U.S.C. Sec. 364(d)
to borrow from JMB in exchange for a priming lien on its property,
but only for expenses it demonstrated were reasonable and
necessary.  JMB agreed to loan up to $4 million, although only
enough to net a total of $2,007,639 has thus far been approved.

CenterPoint, the Debtor's current secured lender, objected to the
Debtor's request to borrow additional funds, arguing that:

     -- multiple attorneys attended various hearings and
        depositions. Fees for nonparticipating counsel at hearings
        and depositions are not generally considered necessary and
        reasonable, so those expenses cannot prime CenterPoint's
        lien;

     -- senior attorneys billed at high rates for simple tasks,
        such as assembling a hearing binder and calendaring
        hearings; and

     -- many time entries are too vague and inadequate to justify
        a priming lien.

Judge Schmetterer said JMB's Financing Expenses are entirely valid
and enforceable as between Debtor and JMB.  However, JMB will have
Section 364 priming rights for all that is sought except $76,685
of the requested JMB Financing Expenses, thus allowing only
$542,928 of those Expenses to prime CenterPoint Properties Trust's
lien.

A copy of Judge Schmetterer's May 3, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/BU4mwgfrom
Leagle.com.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a Chapter
11 plan on Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.


PACIFIC INTERESTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pacific Interests Partners LP
        11720 West Airport Blvd., Ste 800
        Stafford, TX 77477

Bankruptcy Case No.: 11-34022

Chapter 11 Petition Date: May 3, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Christopher M. Pham, Esq.
                  CHRISTOPHER M. PHAM LAW GROUP, PLLC
                  11700 West Airport Blvd., Ste 800
                  Stafford, TX 77477
                  Tel: (281) 564-7900

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 Christopher M. Pham, authorized
signatory.


PACIFIC RUBIALES: Moody's Assigns First Time 'Ba3' CFR
------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating of Ba3 to Pacific Rubiales Energy Corp. The outlook is
positive.

"The Ba3 rating for PRE reflects the scale of its oil-focused
reserves and production, a favorable leverage position, the
company's track record in overcoming infrastructure constraints
and achieving production growth in the past three years, and a
technically capable and seasoned management team," said Tom
Coleman, Moody's Senior Vice President. "Our positive outlook
considers the expectation that the company's growth pattern will
continue as it develops its prospects while also working towards a
long-term solution to replace its core Rubiales and Piriri
production before those concessions expire in 2016."

RATINGS RATIONALE

PRE's substantial heavy oil reserves and strong production growth
are key supports for the Ba3 rating. Despite a relatively short
operating record in its current corporate form, the company has
alleviated numerous infrastructure issues and staged sizeable
production growth since early 2008. After achieving year-over-year
production growth of 59% in 2009 and 67% in 2010, PRE has
established itself as the second largest oil and gas producer in
Colombia following Ecopetrol S.A.

As of year-end 2010, the company's scale and leverage profile
compare favorably to or lower than some similarly rated peer
companies, with net proved reserves of 263 million BOE (proforma
for post-2010 reserve additions), debt per proved developed (PD)
reserves of $6.40 per BOE, and average daily production of $15,300
per BOE. In addition, Moody's anticipates that PRE's capital
spending for 2011 will be internally funded and should result in
leverage improving by the end of the year.

At the same time, the Ba3 rating is constrained by the
concentration of PRE's reserves and production, which are
predominantly in Colombia, and by the potential expiration in 2016
of the contract concessions for its interests in the Rubiales and
Piriri fields. These concessions contributed 75% of the company's
production in 2010 and represent a significant portion of its
future production growth. To maintain and grow its reserves and
production, the company will likely need to secure new parallel
contracts to replace the expiring concessions and establish other
sources of production such as through the secondary recovery
project on the Quifa oil field using its STAR (Synchronized
Thermal Additional Recover) pilot technology. In addition,
significant investment will be needed to build sufficient takeaway
capacity to support future production growth.

The positive outlook reflects Moody's expectation that PRE's
production and reserve volumes will stay on course to achieve
scale in reserves and production compatible with a higher rating.
Leverage would also need to remain in the area of $7.00/BOE on PD
reserves.  Moody's could consider an upgrade to Ba2 as PRE
demonstrates production growth from the ongoing Rubiales/Piriri
field developments as well as from the Quifa field, which will be
subject to PRE's STAR pilot testing.  While there is no guarantee
that the STAR program will generate significantly positive
results, its adoption has the potential to contribute alternate
potential production and reserves from known resources.

Alternatively, the outlook could be returned to stable if the
company is unable to attain its production growth target of 100
Mboe/d and if leverage on PD reserves cannot be maintained in the
area of $7.00/BOE.  The outlook could also be pressured if the
STAR pilot testing program proves to be ineffective.  Most
notably, given the importance of the Rubiales/Piriri production,
any indications in the medium-term that PRE would not be able to
secure parallel contracts for the expiring concessions or
establish sufficient alternative production sources would likely
be negative for the rating.

The principal methodology used in rating Pacific Rubiales was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008.

Pacific Rubiales, a Canadian-based company and producer of natural
gas and heavy crude oil, owns Meta Petroleum Corp., the Colombian
entity that operates the Rubiales/ Piriri and Quifa oil fields in
the Llanos Basin in association with Ecopetrol, S.A.; and Pacific
Stratus Energy Colombia Corp., which operates the wholly-owned La
Creciente gas field in the northern part of Colombia and other
light and medium oil fields.


PARLAY ENTERTAINMENT: Taps BDO Canada to Assist in Restructuring
----------------------------------------------------------------
The Board of Directors of Parlay Entertainment Inc. has appointed
BDO Canada Limited ("BDO") to assist it in a restructuring and to
act as its Proposal Trustee in the filing of a Notice of Intention
to make a Proposal to its creditors (the "BIA Filing") with the
Superior Court of Justice, Province of Ontario, pursuant to the
Bankruptcy and Insolvency Act (Canada) (the "BIA").

As part of the BIA Filing, the Company advises that it has agreed
to borrow from MPProjects Assets S.A. ("MPProjects"), an aggregate
amount of up to $500,000 by way of draw down credit financing (the
"Credit Agreement") such financing to provide MPProjects with a
second ranking charge encumbering the universality of Parlay's
property wherever located.

As part of its services, BDO will assist Parlay to restructure and
such restructuring will consider a number of strategic options,
including the possibility of an offer for the shares of the
Company or an offer for the purchase of all or substantially all
of the Company's assets.  The Company advises that MPProjects has
expressed an interest in making an offer to purchase substantially
all of the Company's assets and has provided a deposit with BDO in
the amount of $100,000 as evidence of its intention to do so.

The Board of Directors also advises that Parlay has not filed its
annual audited consolidated financial statements in accordance
with the requirement to do so by May 2, 2011 (the "Deficiency"),
with the Canadian securities regulators.  As such, the Company
anticipated that its shares would be suspended from trading until
such time that the Deficiency can be remedied and the Cease Trade
Order was issued on May 5, 2011.

The Board of Directors will update shareholders on both matters as
soon as it is appropriate to do so.

                      About Parlay Entertainment

Parlay Entertainment Inc. is one of the pioneers and technology
leaders in the online gaming industry.  As the inventor and holder
of Internet bingo patents, Parlay was the first company in the
world to develop and deploy a commercial Internet bingo product.
Parlay's head offices are located in Oakville, Canada.  Parlay is
licensed or certified to conduct business in Alderney, the United
Kingdom and the Isle of Man.


PATIO MARKET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Patio Market, Inc.
        32240 W. Jefferson
        Rockwood, MI 48173

Bankruptcy Case No.: 11-52851

Chapter 11 Petition Date: May 3, 2011

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

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by George Shammas, president.


PATRIOT COAL: S&P Affirms 'B+' CCR; Outlook Negative
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Patriot Coal Corp. At the
same time, Standard & Poor's is removing all ratings from
CreditWatch, where they were placed with negative implications on
Dec. 6, 2010. The rating outlook is negative.

The affirmation and CreditWatch removal reflect Standard & Poor's
expectations that 2011 EBITDA will be about $250 million,
resulting in adjusted debt to EBITDA of about 4.5x and funds from
operations (FFO) to adjusted debt of about 11%.

"Higher costs and lower thermal coal production because of
unfavorable geological conditions have caused results to fall
below previous 2011 expectations," said Standard & Poor's credit
analyst Maurice Austin. "However, in our view, the revised
expectations remain consistent with the 'B+' rating. Nonetheless,
our rating outlook is negative, reflecting current credit
metrics, cost pressures from ongoing operating disruptions,
compliance with regulatory and safety mandates, and escalating
mining costs."

The 'B+' corporate credit rating on Patriot Coal reflects the
combination of its weak business risk profile and aggressive
financial risk profile.  The company has significant exposure to
the high-cost Central Appalachia (CAPP) region and faces
challenges posed by the inherent risks of coal mining,
including operating problems, price volatility, and increasing
costs and regulatory scrutiny.  The company possesses large legacy
liabilities but has adequate liquidity, in Standard & Poor's view,
to meet its near-term obligations.

Patriot produced slightly more than 30 million tons of coal in
2010, making it one of the top 10 coal producers in the U.S.
However, with a majority of its production originating from CAPP,
the company is subject to the issues inherent to CAPP coal mining
operations, such as depleting reserves, narrowing coal seams,
increased regulatory issues, and permitting challenges, which
somewhat increases the company's overall credit risk.


PECAN SQUARE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Pecan Square, Ltd. filed with the U.S. Bankruptcy Court for the
Southern District of California, its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                              $0
B. Personal Property                     $35,215
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $9,050,609
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $434,877
                                     -----------      -----------
      TOTAL                              $35,215       $9,484,877

Dallas, Texas-based Pecan Square, Ltd., a California Limited
Partnership, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Calif. Case No. 11-05359) on March 31, 2011.  Illyssa I.
Fogel, Esq., at the Law Office of Illyssa I. Fogel, 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.


PINE MOUNTAIN: Court Converts Case to One Under Chapter 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has granted the U.S. Trustee for Region 8's request to convert the
Chapter 11 case of Pine Mountain Properties LLC to one under
Chapter 7 of the Bankruptcy Code.

The U.S. Trustee previously asserted that the Debtor's estate has
no likelihood of rehabilitation.

                About Pine Mountain Properties, LLC

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, a limited liability corporation, was formed
to develop residential golf course community in Cambell County on
approximately 4,800 acres.  At present, the golf course is
approximately 90% complete.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 10-31898) on April 14, 2010.  Jenkins &
Jenkins Attorneys, PLLC represents the Debtor in its restructuring
effort.  The Debtor disclosed $20,077,150 in assets and
$15,560,226 in liabilities as of the Petition Date.


PEREGRINE DEVELOPMENT: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Peregrine Development, LLC
        2552 South Stemmons
        Lewisville, TX 75067

Bankruptcy Case No.: 11-41449

Chapter 11 Petition Date: May 3, 2011

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

Debtor's Counsel: Michael R. Rochelle, Esq.
                  ROCHELLE MCCULLOUGH L.L.P.
                  325 N. St. Paul St., Ste 4500
                  Dallas, TX 75201
                  Tel: (214) 953-0182
                  Fax: (214) 953-0185
                  E-mail: buzz.rochelle@romclawyers.com

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

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

The petition was signed by Arthur James, II, manager.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Passman & Jones           Legal services         $70,000
1201 Elm Street
Suite 2500
Dallas, TX 75270

Graham Associates, Inc.   Trade services         $31,000
600 Six Flags Drive
Suite 500
Arlington, TX 76011

Covad Communications      Utility services       $600
222 West Las Colinas Blvd.
Irving, TX 75039


PONTIAC CITY: Moody's Cuts Rtng to 'Caa1' Over June Default Risk
----------------------------------------------------------------
Moody's Investors Service has downgraded the general obligation
limited tax rating for Pontiac Building Authority (MI) to Caa1
from B2. The rating has been removed from watchlist and the
outlook has been revised to negative. The Caa1 rating applies to
$615,000 in outstanding lease rental bonds that are secured by the
City of Pontiac's general obligation limited tax pledge.

SUMMARY RATINGS RATIONALE

The downgrade of the Pontiac's GOLT rating to Caa1 reflects the
city's extremely limited liquidity that presents a heightened risk
of payment default on debt service due in June and thereafter,
several consecutive years of negative General Fund balances
exacerbated by deficits in various other funds requiring General
Fund support, and uncertainty surrounding management's plans to
stabilize the city's financial position. The Caa1 rating also
considers the severely challenged local economy, which is heavily
concentrated in the automotive industry, and significant tax
appeals. The negative outlook reflects the likelihood that the
city's financial position will continue to deteriorate due to
greater than anticipated revenue shortfalls, additional tax
appeals further pressuring declining valuations and shrinking
revenues, and lack of information which ultimately questions the
city's ability to make timely debt service payments.

STRENGTHS

   -- Passage of new legislation gives Emergency Manager (EM) and
      city some additional operating flexibility

   -- Transfer of Police Department to the county and recent
      negotiation with fire department that reduces mandatory
      manning relieves some expenditure pressures

WEAKNESSES

   -- Potential cash flow issues, information unavailable

   -- Limited resources and uncertainty of revenues available to
      meet debt service payments

   -- Weak financial operations with General Fund deficits
      expected to continue

   -- General Motors (GM) tax appeal settlement; city liable for
      refund and valuation adjustments

   -- Weak economy expected to remain stressed

DETAILED CREDIT SUMMARY

UNCERTAINTY OF CITY'S ABILITY TO MAKE TIMELY DEBT SERVICE PAYMENTS
DUE TO EXTREMELY LIMITED LIQUIDITY AND LACK OF INFORMATION

Due to consecutive years of deficit balances in the General Fund
and other funds, pressured revenue streams, and narrow liquidity
with limited cash flow information, it is unclear from which funds
debt service will be paid. The city has $9.5 million in debt
service coming due on June 1, 2011. As of June 30, 2010, the city
had $17.5 million in available cash across all funds. While
officials indicate that there is currently enough cash on hand to
make the upcoming June 1, 2011 debt service payments, limited cash
flow information makes it difficult to determine whether internal
liquidity is sufficient to support overall operations and
repayment of debt. Officials also question the availability of
future revenues to support operations and debt service payments in
fiscal 2012 and beyond. The city's ability to identify and
segregate funds for debt service payments versus operations, and
manage overall cash flow will be an important factor in the city's
credit rating.

The city of Pontiac has $68.8 million in general obligation
limited tax debt outstanding and $7.6 million in TIFA revenue debt
outstanding. Of the GOLT debt outstanding, Moody's currently rates
only $615,000 in Series 2002 General Building Authority Bonds.
Principal amortization of the city's general obligation debt is
rapid, with 91.6% coming due within ten years. All of the city's
debt is fixed rate and there is no exposure to derivative or swap
contracts.

DEFICIT FINANCIAL POSITION AND LIMITED FISCAL OPTIONS CONTINUE TO
CHALLENGE MANAGEMENT

Pontiac's financial operations have continued to deteriorate over
the years, exacerbated by the current economic recession. The city
faces a severe structural budget gap due to consecutive years of
spending beyond budgeted levels stemming from mandated costs such
as health care, and annual declines in major revenue streams such
as property taxes, state shared revenues, and various fees and
charges. There have also been numerous instances of accounting and
financial reporting shortcomings, including an $8 million
restatement in fiscal year 2004 for prior periods.

In response to the city's financial distress, the Governor
appointed an Emergency Financial Manager (EFM) over two years ago
to oversee all of the city's financial operations for a one year
period beginning March 1, 2009. A replacement EFM was appointed in
June 2010 and a deficit elimination plan (DEP) was released on
Sept. 1, 2010. Among several options to address the General Fund's
deficit position, per statute, the EFM may recommend applying for
federal bankruptcy protection under Chapter 9 of the US Bankruptcy
Code, although this has not been considered to date.

The EFM's Sept. 1, 2010 report noted additional liabilities
unaccounted for in the audit, including uncollected taxes and a
pending tax appeal by General Motors. Although the audit reported
a modest $700,000 General Fund surplus, this surplus was supported
by several one-time revenues, and did not include the tax
liabilities noted by the EFM. The city initially passed a balanced
budget for fiscal 2011; however, the EFM report projected an $8.8
million operating deficit in the General Fund and proposed several
measures to narrow this gap. These proposals included a request to
increase contributions for pension and other post employment
retirement benefits (OPEB), layoffs, privatization of various
administrative processes, and contracting for police services with
Oakland County while eliminating the city's police department.
Without implementation of any of the proposed reductions, the
EFM's September 2010 report projected a negative $9.7 million
General Fund balance (30% of revenues) in fiscal 2012, with the
deficit balance growing to a negative $17.4 million (negative 50%
of revenues) through fiscal 2013.

The state passed new legislation in March 2011 entitled the Local
Government and School District Accountability Act, which gives
Emergency Managers (EM) broad sweeping powers including suspension
of labor contracts, freezing of non-union salaries, selling of
assets, and the ability to increase the operating rate by one mill
with the vote of the electorate. These additional powers enabled
Pontiac's EFM to take significant measures to reduce expenditures.
Eighty positions were eliminated and certain city services were
privatized. The transfer of the city's police force to the county
occurred in March 2011 and is expected to generate $2 million in
savings annually. In addition, the EFM was able to successfully
negotiate with the Fire Union to reduce the manning requirement
from 24 to 20, generating an additional $1 million in savings. As
a result, the EFM projects a slight improvement in the General
Fund balance to negative $2.5 million (negative 6.5% of revenues)
for fiscal year-end 2011.

Declining revenues and limited expenditure reducing flexibility
continue to exacerbate the city's ability to maintain operations.
General Fund revenues declined by 5.4% in 2009 and an additional
11% in 2010. The city's General Fund operating revenues consist of
property taxes (56.1%) and state aid (26%), followed by charges
for service and licenses and fees (8.2%) as of fiscal 2010.
Property taxes are expected to continue to decline as valuations
contract, state shared revenues will likely drop due to budgetary
pressures at the State level, and fees are predicted to narrow due
to weaker economic activity. The city is operating at its
statutory maximum millage rates. The EFM anticipates a greater
deficit in fiscal 2012 despite the substantial expenditure
reductions. The EFM has no plans currently to pursue an increase
in the operating mill rate. In addition, the realistic long-term
benefits of the new legislation are uncertain, as many actions
require final approval by the state, and the EFM powers may be
overburdened by increased administrative duties as required by the
state.

NARROW LIQUIDITY EXPECTED TO WORSEN

Liquidity for day-to-day governmental operations is provided by
interfund loans, primarily from the enterprise funds, internal
service funds, and from other component units. Reserves in the
city's other funds have been depleted over the years. At the close
of fiscal 2010, the city had available approximately $17.5 million
across all funds. However, as revenues in these funds face similar
challenges as General Fund revenues, liquidity is expected to
continue to deteriorate, placing pressure on the city's ability to
manage daily operations. In addition to a negative General Fund
balance, the city's other funds are pressured as well. The city's
Parking Fund recorded a negative $835,000 balance and the city's
Golf Course Fund recorded a negative $30,381 at the close of
fiscal 2010. It is expected that these funds will require future
support from the already strained General Fund. As liquidity
declines, it remains unclear how the city will manage future
financial operations.

WEAK DEMOGRAPHIC TRENDS PERSIST; FURTHER PRESSURED BY CURRENT
ECONOMIC CONDITIONS

The city's pressured financial situation is in part due to the
significantly adverse local economic conditions. Located in
Oakland County (general obligation rated Aaa), the City of Pontiac
serves as the county seat and major industrial center for the
area. The city's demographic profile remains one of the weakest in
the nation. Over the past five decades, Pontiac's population has
fallen by nearly 25%. Despite a contracted labor force,
unemployment levels have remained persistently high. The city's
February 2011 unemployment rate was 25.1%, more than twice the
state's 11% rate for the same period. Economic challenges are also
evidenced by the high rate of home foreclosures at nearly 5%, and
poverty levels that persist at rates more than twice the state
average. Wealth indices continue to decline with per capita and
median family incomes at 54.5% and 63.8% of the nation,
respectively.

SIGNIFICANT GENERAL MOTORS CONCENTRATION; CONTINUED TAX APPEALS
PRESSURE EXPENDITURES AND REVENUES

General Motors (B1/stable outlook) is the city's largest employer
(17,200 employees) and taxpayer comprising approximately 25% of
the city's taxbase in 2009 (down from 35% in 2005). Pontiac is
home to both research and development for GM and houses several
facilities of the company. The city has suffered from the massive
contraction of the automotive industry. GM closed the Pontiac
Assembly Plant in October 2009 and placed the Pontiac Stamping
Plant on standby capacity in December 2010 as part of its company-
wide restructuring efforts.

GM continues to appeal taxes and valuations. The city recently
agreed to a settlement with GM and is now required to repay $4
million of property taxes overpaid during the past few years and
valuations will be adjusted downward going forward. As the city's
resources are limited, the refund liability competes with revenues
available for operations and debt service expenditures. While the
city has the option to issue bonds to repay GM, final approval
from a judge would be necessary, and the city has no intention to
pursue this option at this time. The city expects to pay the $4
million over four years, with annual payments of $1 million
through 2014. The city has reserved the entire $4 million with a
$1 million due in 2011. The city intends to use the extra funds
available to help meet cash flow and debt service needs in fiscal
2012. Going forward, the city's taxable valuation is expected to
decline even further due to adjustments, thus affecting the amount
of property tax revenues the city is able to collect.

Outlook

The negative outlook reflects Moody's opinion that Pontiac's
operations will remain extremely pressured, increasing the
potential that it may not meet its debt service payments or
eliminate the accumulated General Fund deficit in the near term.
The city's liquidity is expected to continue to deteriorate due to
revenue and expenditure pressures, exacerbated by its shrinking
population and taxbase. Future credit reviews will focus on the
city's ability to stabilize financial operations and make timely
debt service payments.

WHAT COULD CHANGE THE RATING UP (OR REVISE OUTLOOK TO STABLE)

   -- Disciplined expenditure reductions coupled with strengthened
      on-going revenue streams to eliminate deficit position

   -- Dramatic improvement in regional economy and employment
      levels; taxbase diversification

   -- Significant improvement in liquidity

   -- Successful negotiation results with unions

WHAT COULD CHANGE THE RATING DOWN

   -- Revenue challenges that continue to exceed expenditure
      solutions

   -- Continued operating deficits further straining narrow
      liquidity

   -- Further increase of the city's leveraged debt position

   -- Prolonged tax base erosion

   -- Failure to make timely debt service payments on general
      obligation bonds

KEY STATISTICS

   -- 2000 Census population: 66,337 (6.4% decline from 2000)

   -- Estimated 2008 population: 66,095 (0.4% decline from 2000)

   -- Per capita income, % of US: 63.8%

   -- Median family income, % of US: 54.5%

   -- Unemployment (February 2011): 25.1% (compared to 11% state
      and 9.5% national rates)

   -- Full valuation: $2.7 billion

   -- Full value per capita: $40,544

   -- Ten largest property tax payers as a % of taxable valuation:
      28.8%

   -- Debt burden: 3.5%

   -- Overall debt burden: 6.7%

   -- Fiscal 2010 General Fund balance: negative $4.1 million (-
      9.9% of General Fund revenues)

   -- Total GOLT debt outstanding: $20.1 million

   -- Total TIFA revenue debt outstanding: $7.6 million

   -- Moody's rated GOLT debt outstanding: $615,000

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


PQ CORP: S&P Affirms 'B' CCR; Outlook Revised to Stable
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Malvern,
Pa.-based PQ Corp. to stable from negative. At the same time,
Standard & Poor's affirmed all its ratings, including the 'B'
corporate credit rating, on the company.

"The stable outlook reflects our belief that improving demand,
cost efficiencies, and growth investments will enable PQ to
continue to increase profitability and improve credit measures
over the next few quarters," said Standard & Poor's credit analyst
Ket Gondha. "Although free cash flow will be minimal, we expect
earnings growth to drive improvement to credit measures. We
also expect that management will pursue financial policies
including any acquisition plans that do not leverage the credit
profile beyond current levels."

PQ is a specialty chemical producer that manufactures and markets
inorganic specialty chemicals and specialty catalysts. The company
produces several specialty chemical products, including sodium
silicate, magnesium sulfate, zeolites, polyolefin catalysts, and
other industrial chemicals. PQ also is the parent of Potters
Holdings II LP (preliminary B/Stable/--), a maker of glass
beads for various industrial applications. Consolidated earnings
for PQ (including Potters) were greater than $1 billion for fiscal
2010. PQ will likely close on separation financing for Potters in
the next few weeks. Pro forma for the separation, 2010 revenues
for PQ were greater than $800 million.

The ratings on PQ Corp. reflect the company's highly leveraged
financial profile and a fair business position, according to
Standard & Poor's. The Carlyle Group is the majority owner of PQ,
with very aggressive financial policies. PQ's business profile is
characterized by well-established market positions, meaningful
geographic diversity, a largely inorganic raw material base, and
high operating margins. Although the unusual severity and global
nature of the economic downturn depressed volumes and earnings,
PQ's business strengths have contributed to a recovery in
operating performance. The company has a No. 1 market position in
product lines that make up more than 85% of sales and the No. 2
position in products that comprise most of the remaining sales. In
sodium silicate, its single largest product category by sales, PQ
holds a major portion of the North American market and a strong
position in the European market. Meaningful geographic diversity
further supports the fair business profile. More than half of the
company's sales are from overseas markets, principally in Europe.


RADIENT PHARMACEUTICALS: Presented at Aegis Capital Conference
--------------------------------------------------------------
Radient Pharmaceuticals Corporation announced that its Chairman
and CEO, Mr. Douglas MacLellan and Mr. Akio Ariura, RPC's Chief
Operating Officer and CFO, served as the lead presenters during
the main evening reception at this year's Aegis Capital Emerging
Growth Conference, Thursday, April 28, 2011.  The conference was
held at the Palazzo Hotel in Las Vegas, NV.

RPC's executives discussed Radient Pharmaceutical's latest
business developments, including clinical test results for its US
FDA-cleared Onko-Sure(R) in vitro diagnostic (IVD) cancer test.
Additionally, the two executives shared recent Company
achievements, market position, new business initiatives and FY2011
- FY2012 growth plans.

                  About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RASER TECHNOLOGIES: Files Copy of Plan Support Agreement
--------------------------------------------------------
As reported in the TCR on May 2, 2011, Raser Technologies, Inc.,
together with its wholly-owned subsidiaries entered into a Plan
Support and Restructuring Agreement, dated as of April 28, 2011,
with Linden Capital, L.P. ("Linden"), Tenor Opportunity Master
Fund Ltd., Aria Opportunity Fund Ltd., Parsoon Opportunity Fund
Ltd. (collectively, "Tenor" and with Linden, the "Sponsors"), and
The Prudential Insurance Company of America ("Prudential"), Zurich
American Insurance Company (collectively with Prudential, the
"Thermo Lenders") and Deutsche Bank Trust Company Americas.  The
Sponsors hold, in the aggregate, nearly 50% of the outstanding
principal amount of the Company's 8% Convertible Senior Notes Due
2013.

Pursuant to the Plan Support Agreement, the Sponsors and the
Thermo Lenders agreed to vote in favor of and support a plan of
reorganization proposed by the Company under the Bankruptcy Code.

The Sponsors also agreed to make a debtor-in-possession loan
facility available to Company, in the aggregate amount of
approximately $8.75 million, to fund, among other things, the
Company's working capital needs during the bankruptcy cases.  The
DIP Facility contemplates that the Company will be able to draw
down up to $750,000 on an interim basis, with the remainder
available only after final approval of the U.S. Bankruptcy Court
for the District of Delaware is obtained, and certain other
conditions are satisfied as set forth in the Plan Support
Agreement.  The Plan Support Agreement and the DIP Facility may be
terminated by the Sponsors under certain circumstances, including
the Bankruptcy Court's failure (i) by May 4, 2011, to enter an
Interim Order approving the DIP Facility, (ii) by May 20, 2011, to
enter the Final Order approving the DIP Facility, (iii) by
Aug. 11, 2011, to enter an order confirming the Plan.  The
Bankruptcy Court, on May 3, 2011, entered its Interim Order
approving the DIP Facility, and set May 19, 2011, at the date for
the hearing on the Final Order.

A copy of the Plan Support Agreement is available for free at:

                       http://is.gd/vnr8xX

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.
The Debtors disclosed $41.8 million in assets and $107.8 million
in debts as of Dec. 31, 2010.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 95.88 cents-on-the-
dollar during the week ended Friday, May 6, 2011, an increase of
0.45 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in total liabilities, and a
stockholders' deficit of $981.0 million.

It has 'Caa2' corporate family rating and 'Caa3' probability of
default rating, with positive outlook, from Moody's.  The rating
outlook is positive.  Moody's said in January 2011 that the 'Caa2'
CFR and 'Caa3' PDR reflects very high leverage, negative free cash
flow and uncertainty regarding the timing and strength of a
recovery of the residential housing market in the US.  Moody's
expects Debt to EBITDA of about 14 times for the 2010 calendar
year.  Despite the recently completed and proposed improvements to
the debt maturity profile, the Caa2 CFR continues to reflect
Moody's view that current debt levels are unsustainable and that a
substantial reduction in debt levels will be required to stabilize
the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REVLON CONSUMER: Meets with Lenders on Possible Refinancing
-----------------------------------------------------------
Given current market conditions, as part of Revlon Consumer
Products Corporation's strategy to continue to improve its capital
structure, on May 2, 2011, Revlon Consumer Products Corporation,
Revlon, Inc.'s wholly owned operating subsidiary, scheduled a
meeting with a group of potential lenders to discuss a possible
refinancing of its existing 2010 bank term loan facility.  There
can be no assurances that any such refinancing will be
consummated.  RCPC was in compliance with all applicable covenants
under its existing 2010 bank term loan agreement as of March 31,
2011 and the date of this filing.

                       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.

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.


REVLON INC: RCPC Meets with Lenders for Possible Debt Refinancing
-----------------------------------------------------------------
Given current market conditions, as part of Revlon, Inc.'s
strategy to continue to improve its capital structure, on May 2,
2011, Revlon, Inc.'s wholly owned operating subsidiary, Revlon
Consumer Products Corporation, scheduled a meeting with a group of
potential lenders to discuss a possible refinancing of its
existing 2010 bank term loan facility.  There can be no assurances
that any such refinancing will be consummated.  RCPC was in
compliance with all applicable covenants under its existing 2010
bank term loan agreement as of March 31, 2011 and May 2, 2011.

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

The Company's balance sheet at March 31, 2011, showed
$1.10 billion in total assets, $1.79 billion in total liabilities
and a $686.50 million in total stockholders' deficiency.


ROBB & STUCKY: Cooley LLP Approved as Committee Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Robb & Stucky Limited LLLP has sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Florida to retain Cooley LLP as its lead counsel nunc pro tunc to
Feb. 25, 2011.

The Court notes in its order that Cooley will not perform any
service in connection with the investigation or prosecution of any
claims of or causes of action against CIRS Financing LLC or CIRS
Management LLC.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Committee Retains Broad & Cassel as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida has granted
the Official Committee of Unsecured Creditors' request for
authority to retain Broad and Cassel as local bankruptcy counsel.

The Court, however, notes that Broad and Cassel will not perform
any service in connection with the investigation or prosecution of
any claims of or causes of action against CIRS Financing LLC or
CIRS Management LLC.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Committee Retains BDO USA as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida has granted
the Official Committee of Unsecured Creditors' request for
authority to retain BDO Consulting, a division of BDO USA LLP as
financial advisor nunc pro tunc to March 1, 2011.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROCKWOOD SPECIALTIES: Fitch Affirms Issuer Default Rating at 'BB'
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for Rockwood
Specialties Group, Inc. at 'BB'.  The Rating Outlook is Stable.

Rockwood's ratings reflect leading positions in many of its
product lines, diversification by market and end-use, good profit
margins, and consistent generation of free cash flow.

At March 31, 2011 cash on hand was $199 million and estimated
availability under the $180 million revolver due Feb. 10, 2016
after estimated utilization of $34 million for letters of credit
was $146 million.

Fitch expects free cash flow generation, after $230 million in
capital expenditures, to exceed $150 million annually and
comfortably service debt. Current maturities are estimated as
$52 million due in 2011, $52 million due in 2012, $250 million due
in 2013 and $564 million due in 2014. Fitch expects some portion
of the senior subordinated notes due in 2014 to be refinanced.

Latest 12-month (LTM) operating EBITDA was $672 million, total
debt to LTM operating EBITDA was 2.7 times (x), and LTM free cash
flow was $268 million based on preliminary March 31, 2011 results.

The senior secured credit facilities contain financial covenants.
The maximum senior secured debt ratio of 2.75x is defined as net
senior secured debt (total debt excluding senior subordinated
notes plus capital lease obligations minus cash up to a maximum of
$200 million) to adjusted EBITDA. Rockwood reported that it
complied with the senior secured debt ratio covenant limit with a
ratio of 1.45x for the period ending March 31, 2011. There is also
a minimum interest coverage ratio of 2.50x defined as adjusted
EBITDA to cash interest expense (interest expense, net excluding
deferred debt issuance cost amortization and the movements in the
mark-to-market value of the interest rate and cross-currency
interest rate derivatives). Fitch estimates that Rockwood is well
within compliance with this covenant. Fitch expects that the
company will remain well within compliance with all its covenants.

The Stable Outlook reflects Fitch's expectations that margins
should remain stable, liquidity should remain ample, average
annual free cash flow should exceed $150 million, and leverage
should remain under 3x.

Meaningful debt repayment could result in a positive rating
action. Significant additional financial leverage associated with
a sizable acquisition or a recapitalization would result in a
review with negative rating implications.

Fitch has taken these rating actions on Rockwood:

   -- IDR affirmed at 'BB';

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

   -- Senior secured term loans affirmed at 'BB+';

   -- Senior subordinated notes affirmed at 'BB-'.


ROOKWOOD CORPORATION: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: The Rookwood Corporation
                1920 Race Street
                Cincinnati, OH 45202

Bankruptcy Case No.: 11-12756

Involuntary Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Petitioners' Counsel: Reuel D. Ash, Esq.
                      ULMER & BERNE, LLP
                      600 Vine Street, Suite 2800
                      Cincinnati, OH 45402-2409
                      Tel: (513) 698-5118
                      Fax: (513) 698-5119
                      E-mail: rash@ulmer.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Sharri Rammelsberg                 Promissory Note        $105,000
P.O. Box 58181
Cincinnati, OH 45258

Alfred J. Berger, Jr.              Promissory Note         $98,250
2575 Queen City Avenue
Cincinnati, OH 45238

Christopher Rose                   Promissory Note         $56,078
57 Mulberry Street
Cincinnati, OH 45202


ROOSEVELT AVENUE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roosevelt Avenue Corp.
        251-11 Northern Boulevard, Suite 5A
        Little Neck, NY 11362

Bankruptcy Case No.: 11-43782

Chapter 11 Petition Date: May 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-43782.pdf

The petition was signed by Daniel Lee, president.


RSM RESIDENTIAL: Taps Schwartzer & McPherson as Bankr. Counsel
--------------------------------------------------------------
RSM Residential Properties, LLC, seeks permission from the
Bankruptcy Court to employ as its bankruptcy counsel:

          Lenard E. Schwartzer, Esq.
          Jeanette E. McPherson, Esq.
          SCHWARTZER & MCPHERSON LAW FIRM
          2850 South Jones Boulevard, Suite 1
          Las Vegas, NV 89146-5308
          Telephone: (702) 228-7590
          Facsimile: (702) 892-0122
          E-Mail: bkfilings@s-mlaw.com

A hearing on the Debtor's application is set for June 1, 2011, at
9:30 a.m.

The Firm's hourly rates are:

      Attorneys
        Lenard E. Schwartzer, Esq.       $500
        Jeanette E. McPherson, Esq.      $400
        Jason A. Imes, Esq.              $300
        Emelia L. Allen, Esq.            $200

      Paralegal/Legal Assistant
        Angela Hosey                     $125
        Sheena Clow                      $125

The Firm has received a retainer of $50,000.

The Firm has no connections with parties-in-interest in the
Debtor's case and the Debtor does not believe the Firm represents
any interest which would be adverse to it or the bankruptcy
estate, and its employment would be in the best interests of the
estate.

Las Vegas-based RSM Residential Properties, LLC, owns real
property located at 31971 Trabuco Canyon road, Trabuco Canyon,
California.  The Property is planned to consist of roughly 198
single family residential lots within the County of Orange,
California.  It filed for Chapter 11 bankruptcy (Bankr. D. Nev.
Case No. 11-16344) on April 27, 2011.  Judge Mike K. Nakagawa
presides over the case.  It scheduled $57,001,338 in assets and
$36,498,761 in liabilities.  The petition was signed by Mitchell
and Melissa Ogron, co-trustees of MMO Living Trust Dated 8/22/02,
manager.


SCOTSMAN INDUSTRIES: Moody's Assigns B1 to $60MM Incremental Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
(CFR) and B1 Probability of Default Rating (PDR) of Scotsman
Industries, Inc. (Scotsman). Concurrently, Moody's affirmed the B1
ratings on the company's existing $30 million senior secured
revolving credit facility and $115 million senior secured term
loan, and assigned a B1 rating to the company's new $60 million
incremental term loan. The company's rating outlook remains
Stable.

The B1 ratings balance Scotsman's improving operational
performance, good coverage metrics, and strong market share
against its small size, and the increase in leverage following a
special dividend to shareholders funded by the incremental term
Loan. The ratings benefit from the company's position as a pure
play ice machine maker with an entrenched market position and
significant replacement revenues in North America, Western Europe,
and Asia. The ratings contemplate a slow growth environment in the
company's primary markets which will support continued free cash
flow generation.

Assignments:

   Issuer: Scotsman Industries, Inc.

   -- Senior Secured $60 incremental Senior Secured Term Loan B,
      Assigned a B1, LGD3-48%

   Affirmation:

   -- $30 million Senior Secured Revolver, Affirmed at B1, LGD3-
      48%

   -- $115 million Senior Secured Term Loan B, Affirmed at B1,
      LGD3-48%

The rating outlook is stable.

The stable outlook reflects the view that while the company's
credit metrics are strong for the B1 rating and that Scotsman
should delever through free cash flow, its metrics are unlikely to
support an upgrade over the next year given the company's size,
product concentration, and dividend history.

Moody's last rating action on Scotsman was on April 15, 2010 when
the rating agency assigned a B1 CFR and PDR to the company along
with a stable rating outlook.

Scotsman Industries, Inc., headquartered in Vernon Hills, IL, is a
global manufacturer of commercial, industrial, and high-end ice
machines and related products. Revenue for the LTM period ended
2/28/11 was approximately $285 million.


SCOTSMAN INDUSTRIES: S&P Retains 'B+' Rating on Upsized Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept unchanged its 'B+' issue-
level rating with a '3' recovery rating on Vernon Hills, Ill.-
based Scotsman Industries Inc.'s add-on of a $60 million
incremental term loan to its existing debt.

"Our 'B+' corporate credit rating on the company also remains
unchanged. The company will use the proceeds to fund a dividend to
private equity sponsor Warburg Pincus," S&P stated.

"The ratings on Scotsman primarily reflect the company's
aggressive financial risk profile," said Standard & Poor's credit
analyst John Sico. "Its weak business risk profile, characterized
by a leading market position in a niche industry, partially
offsets this factor. We expect Scotsman's revenue to continue to
grow in fiscal 2011. We also believe its credit metrics will
likely remain within our expectations for the ratings, following
the proposed dividend payment. The company's modest cash balances,
adequate availability under the revolver, and decent cash flow
generation support our view of its adequate liquidity."

The outlook is stable. "We expect the company to operate within
credit measures commensurate for the ratings over the business
cycle. However, we could lower the ratings if a worse-than-
expected market downturn and/or debt-financed activities adversely
affect liquidity or result in a meaningful deterioration of credit
measures, for example, if debt to EBITDA moves higher than 5x. On
the other hand, if the long-term competitiveness of Scotsman's
business remains healthy, and if its credit measures, liquidity,
and financial policies continue to support this, we could raise
the ratings," S&P added.


SEAGATE TECHNOLOGY: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed these ratings on Seagate Technology plc
and its subsidiaries:

Seagate

   -- Issuer Default Rating (IDR) at 'BB+';

   -- Secured first lien credit facility at 'BBB-'.

Seagate HDD Cayman (Seagate HDD)

   -- IDR at 'BB+';

   -- Secured first lien credit facility at 'BBB-';

   -- Senior unsecured debt at 'BB+'.

Seagate Technology International (STI)

   -- IDR at 'BB+';

   -- Secured second lien notes at 'BBB-'.

Furthermore, Fitch has assigned a 'BB+' rating to Seagate's
proposed issuance of $600 million of senior unsecured notes due
2021. The net proceeds will be used for general corporate
purposes, which may include capital expenditures and/or the
repayment of outstanding debt.

The Rating Outlook is Stable.

Approximately $3.3 billion of total debt is affected by Fitch's
action, including the company's undrawn $350 million secured
revolving credit facility but excluding the proposed debt
issuance.

The ratings and Stable Outlook reflect:

   -- Fitch's expectations that Seagate's operating margin and
      cash flow will strengthen in the second half of calendar
      2010 due to new cost-effective hard disk drives (HDD) and
      stable to slightly positive industry supply and demand.

   -- Seagate's solid liquidity supported by nearly $2.5 billion
      of cash, generally positive annual free cash flow (FCF), an
      undrawn $350 million senior secured revolving credit
      facility due 2015 and staggered debt maturities.

   -- Broad product portfolio with leading revenue market share in
      the enterprise and overall HDD industry.

   -- The company's scale and vertically integrated model, which
      reduces per-unit manufacturing costs.

   -- Continued growth of digital rich media by consumers and
      enterprise storage requirements, which bode favorably for
      longer term HDD unit demand.

Fitch's rating concerns consist of:

   -- Substantial volatility in earnings and FCF due to cyclical
      demand and significant fixed costs;

   -- Consistent declines in average selling prices for HDDs due
      to intense competition and low switching costs;

   -- Deteriorating credit metrics due to Seagate's pre-funding of
      $559 million of notes due October 2011 via a $750 million
      debt offering in December 2010 and challenging industry
      conditions, including comparable HDD products across the
      industry and declining consumer PC demand, both of which
      have adversely affected profitability.

   -- Risk of technology substitution from NAND flash and solid
      state drives (SSD) led by increasing consumer interest in
      flash-based tablets at the expense of notebooks with HDDs;

   -- Event risk associated with the adoption of aggressive
      shareholder friendly activities, primarily debt-financed
      share repurchases.

   -- Seagate's ability to sustain a time to market advantage
      critical to achieving market share gains and maintaining
      overall profitability, given formidable competition from
      Western Digital Corp. (WDC).

The ratings may be upgraded in the event of:

   -- If the volatility of Seagate's profit margins and FCF
      materially decline as a result of proposed industry
      consolidation.

   -- If Seagate gains meaningful market share without adversely
      affecting profitability following WDC's pending acquisition
      of Hitachi Global Storage Technologies (HGST).

   -- If Seagate develops a highly differentiated SSD product that
      provides a sustainable competitive advantage, thereby
      strengthening long-term revenue growth and profitability.

The ratings may be downgraded in the event of:

   -- If Seagate's SSD products are uncompetitive and the cost per
      gigabyte differential between HDD and SSD narrows
      significantly, resulting in greater than expected
      cannibalization of HDD shipments.

   -- If Seagate's enterprise market share materially erodes due
      to more formidable competition from WDC following its
      acquisition of HGST.

   -- If the company pursue more aggressive financial policies,
      such as sizable debt-financed share repurchases.

Total liquidity as of April 1, 2011 was nearly $2.9 billion,
consisting of $2.5 billion of cash, the vast majority of which is
readily accessible without adverse tax considerations, and an
undrawn $350 million senior secured first lien credit facility due
in 2015. Lastly, positive, but pressured, FCF of $319 million in
the latest 12 months (LTM) ended April 1, 2011 also sustains
liquidity. Fitch forecasts FCF of $200 million -$225 million in
fiscal 2011 ending June 30, 2011.

Obligations under the credit agreement are secured by first-
priority liens granted by Seagate, Seagate HDD and other direct
and indirect material subsidiaries of Seagate located in the U.S.,
the Cayman Islands, Northern Ireland, Singapore and The
Netherlands on substantially all tangible and intangible assets,
subject to certain exceptions.

Financial covenants in the credit agreement consist of a minimum
fixed charge coverage of 1.5 times (x) and a maximum net leverage
ratio of 1.5x. In addition, the facility requires minimum
liquidity of $500 million.

As a result of debt pre-funding and challenging industry
conditions, leverage (total debt/operating EBITDA) increased to
1.6x as of April 1, 2011 from 0.8x in the year-ago period.
Interest coverage (operating EBITDA/gross interest expense)
declined to nearly 10x in the LTM ended April 1, 2011 compared
with 15x last year. Fitch anticipates modest deterioration in
credit metrics in the next three months given industry challenges
until new more cost efficient products are introduced in the
second half of calendar 2011.

Fitch estimates total debt is approximately $2.9 billon,
consisting of:

   -- $559 million of 6.375% senior notes due October 2011
      (Seagate HDD);

   -- $416 million of 10% senior secured second-priority notes due
      April 2014 (STI);

   -- $600 million of 6.8% senior notes due October 2016 (Seagate
      HDD);

   -- $750 million of 7.75% senior notes due December 2018
      (Seagate HDD);

   -- $600 million of 6.875% senior notes due May 2020 (Seagate
      HDD);


SEAGATE HDD: S&P Rates $600MM Sr. Unsecured Notes 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the $600 million 10-year note being offered by
Seagate HDD Cayman. The rating is equal to the corporate credit
rating on guarantor and parent Seagate Technology plc. The
recovery rating is '3', indicating meaningful (50%-70%) prospects
for recovery in the event of a payment default.

The new debt issue does not affect the 'BB+' corporate credit
rating and stable outlook on Seagate Technology plc. The company
intends to use the proceeds for general corporate purposes and to
support its recently announced acquisition of Samsung assets and
its dividend. "We expect that Seagate will retire the $560 million
of debt maturing in 2011, and as a result, overall debt levels are
fundamentally unchanged as a result of this transaction. We
calculate pro forma adjusted debt to EBITDA at 2x as of March 31,
2011, declining to 1.6x once the $560 million is retired," S&P
noted.

Ratings List

Seagate Technology plc
Corporate Credit Rating         BB+/Stable/--

New Rating

Seagate HDD Cayman
Senior Unsecured $600 mil nts
  due 2021                       BB+
   Recovery Rating               3


SELECT MEDICAL: Moody's Assigns B1 to Sr. Secured Credit Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 41%) rating to
Select Medical Corporation's proposed $1.5 billion senior secured
credit facility, consisting of a $300 million revolver expiring
2016 and a $1.2 billion term loan due 2018. Select Medical
Corporation is a wholly owned subsidiary of Select Medical
Holdings Corporation (collectively Select Medical). Moody's also
affirmed the existing ratings of the company, including the B2
Corporate Family and Probability of Default Ratings, and changed
the rating outlook to positive from stable.

Moody's understands that the proceeds of the new credit facility
will be used to refinance the existing debt of Select Medical,
with the exception of the senior floating rate notes at the parent
holding company level, which will remain outstanding. Therefore,
Moody's will withdraw the ratings of the repaid debt at the close
of the transaction.

Ratings assigned:

   Select Medical Corporation:

   -- $300 million senior secured revolver expiring 2016, B1 (LGD
      3, 41%)

   -- $1,200 million senior secured term loan due 2018, B1 (LGD 3,
      41%)

Ratings affirmed/LGD assessments revised:

   Select Medical Holdings Corporation:

   -- $175 million senior floating rate notes due 2015, from Caa1
      (LGD 6, 90%) to Caa1(LGD 6, 95%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2
   -- Speculative Grade Liquidity Rating, SGL-2

Ratings unchanged and to be withdrawn at the close of the
transaction:

   Select Medical Corporation:

   -- $300 million senior secured revolver expiring 2013, Ba2 (LGD
      2, 14%)

   -- $268 million senior secured term loan due 2012, Ba2 (LGD 2,
      14%)

   -- $385 million senior secured term loan due 2014, Ba2 (LGD 2,
      14%)

   -- $660 million 7.625% senior subordinated notes due 2015, B3
      (LGD 4, 62%)

RATINGS RATIONALE

"Select Medical's proposed refinancing significantly improves the
company's maturity profile but the considerable debt load
remains," said Dean Diaz, a senior credit officer at Moody's. "The
repayment of higher cost debt should also provide interest cost
savings and add incrementally to the company's available cash
flow," continued Diaz.

The B2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with considerable financial
leverage. The ratings also reflect risks associated with the
reliance on the Medicare program for a significant portion of the
revenue in the company's specialty hospital segment. However, the
ratings are supported by Moody's expectation that the company will
continue to generate strong free cash flow that can be used to
repay debt. The rating also reflects Moody's consideration of
Select's considerable scale and position as one of the largest
long-term acute care hospital (LTACH) and outpatient
rehabilitation providers in the US.

The positive outlook reflects Moody's expectation that the company
can continue to reduce leverage through debt repayment and EBITDA
growth, in part due to the expansion of margins at the facilities
added in the acquisition of Regency Hospital Company, LLC
(Regency). Additionally, while the moratorium on the addition of
LTACH beds precludes an expansion of the company's operations in
this service line, it provides a period of near term stability
from the more onerous cuts to LTACH reimbursement that had been
proposed and prevents competitors from expanding as well. The
outlook also reflects Moody's expectation that the company will
remain disciplined with respect to the use of additional leverage
for acquisitions.

Moody's could upgrade the rating if it comes to expect the company
will maintain leverage below 5.0 times and free cash flow coverage
of debt around 5.0%. This could result through either improvement
in the operating results of the acquired Regency facilities or the
benefits from the inception of the joint venture partnership for
rehabilitation services with the Baylor Health Care System.
While the considerable reduction in leverage over the last two
years and the improvement in the maturity profile of the company
mitigates the likelihood of a rating downgrade in the near term,
Moody's could downgrade the rating if adverse developments in
Medicare reimbursement result in significant margin deterioration
and cash flow coverage metrics or if the company were to complete
a material debt financed acquisition or shareholder initiative.
More specifically, Moody's could downgrade the rating if it comes
to expect leverage to rise to 6.0 times.

The principal methodology used in rating Select Medical was the
Global For-Profit Hospital Industry Methodology, published
September 2008.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Mechanicsburg, PA, Select Medical provides long-
term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment. The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. For the year ended Dec. 31, 2010, the company recognized
net revenues of approximately $2.4 billion.


SELECTIVE INVESTMENTS: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Selective Investments III, LLC
        817 SE 5th Court
        Ft. Lauderdale, FL 33301

Bankruptcy Case No.: 11-08643

Chapter 11 Petition Date: May 4, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Jay B. Verona, Esq.
                  ENGLANDER AND FISCHER, LLP
                  721 1st Avenue North
                  St. Petersburg, FL 33701
                  Tel: (727) 898-7210
                  Fax: (727) 898-7218
                  E-mail: jverona@eandflaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-08643.pdf

The petition was signed by Phillip Chinnock, managing member.


SENSATA TECHNOLOGIES: S&P Rates $1.45Bln. Credit Facility 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Sensata Technologies B.V.'s proposed
$1.45 billion senior secured credit facility (consisting of a
$1.2 billion term loan and a $250 million revolver) and proposed
$600 million senior unsecured notes.

"The issue-level rating for the secured facility is 'BB+' (two
notches above the corporate credit rating); the recovery rating is
'1', indicating our expectation that lenders would receive very
high (90%-100%) recovery of principle in the event of a payment
default. The senior notes are rated 'B' (two notches below the
corporate credit rating); the recovery rating is '6', indicating
our expectation that lenders would receive negligible (0%-10%)
recovery of principle in the event of a payment default. Proceeds
from the offerings are to be used to refinance the company's
capital structure including its existing credit facility, 8%
senior notes due 2014, and 9% senior subordinated notes due 2016,"
S&P stated.

The ratings on Sensata reflect the company's aggressive financial
risk profile and its satisfactory business risk profile.  "In
2011, we expect Sensata's adjusted EBITDA margin to remain very
good at about 30%, and for revenue growth to exceed 10%
(benefitting from the completion of the Honeywell Automotive On
Board business in the first quarter).  We believe credit measures
may be better than our expectations for the current rating,
including funds from operations (FFO) to debt of 15%-20% and debt
to EBITDA of about 4x, by year-end. These measures were about 19%
and 4x at the end of the first quarter.  However, continued
majority ownership by Bain Capital remains a risk, since it
relates, in our view, to the company's financial policy," S&P
noted.

According to S&P, "We could lower the ratings if we see signs that
the company will pursue a more-aggressive financial policy or if
market conditions become unfavorable, resulting in deteriorating
credit measures; for instance, if we thought adjusted FFO to debt
would decline to less than 15% and near-term improvement was
unlikely.  We could raise the ratings if we expect improved
operating performance to result in FFO to total adjusted debt to
be sustained at 20% or more, and we see further indications that
Bain Capital is likely to substantially reduce its investment in
Sensata."

Ratings List

Sensata Technologies B.V.
Corporate credit rating                BB-/Stable

New Rating

Sensata Technologies B.V.
  $1.2 term loan                        BB+
   Recovery rating                      1
  $250 mil revolver                     BB+
   Recovery rating                      1
  $600 mil sr unsec notes               B
   Recovery rating                      6


SENSATA TECHNOLOGIES: To Refinance All Existing Indebtedness
------------------------------------------------------------
Sensata Technologies Holding N.V. announced a series of financing
transactions by its wholly-owned subsidiary, Sensata Technologies
B.V., designed to refinance substantially all of its existing
indebtedness.  These transactions include:

   * A proposed private offering of up to $600 million in
     aggregate principal amount of new senior notes;

   * A proposed new senior secured credit facility that will
     provide Sensata with an up to $1,200 million term loan
     facility and an up to $250 million revolving credit facility;
     and

   * The commencement of cash tender offers and consent
     solicitations by the Company with respect to all of its
     outstanding debt securities.

The proceeds from the New Credit Facility, the New Senior Notes
and cash on hand will be used to (i) repay all of the amounts
currently outstanding under the Company's existing term loans, 8%
Senior Notes due 2014 and its 9% Senior Subordinated Notes due
2016, (ii) pay all accrued interest on such indebtedness and
related redemption premiums, as applicable, up to but not
including the Applicable Payment Date and (iii) pay all fees and
expenses in connection with these refinancing transactions.  The
exact terms, amounts and timing of the New Senior Notes and the
New Credit Facility will depend upon market conditions and other
factors.

In connection with the tender offers, the Company is soliciting
the consents of the holders of the Notes to proposed amendments to
each indenture governing the Notes.  The principal purpose of the
Consent Solicitations and the Proposed Amendments is (i) to
eliminate substantially all of the restrictive covenants, (ii) to
eliminate or modify certain events of default and (iii) to
eliminate or modify related provisions contained in the indentures
governing the Notes.  In order for the Proposed Amendments to be
effective with respect to an applicable series of Notes, holders
of at least a majority of the outstanding aggregate principal
amount of such series of Notes must consent to the Proposed
Amendments.  Holders who tender Notes are obligated to consent to
the Proposed Amendments and holders may not deliver consents
without tendering the related Notes.

Each holder who validly tenders and does not subsequently validly
withdraw its Notes and delivers and does not subsequently validly
revoke its consent to the Proposed Amendments with respect to such
Notes prior to 5:00 p.m., New York City time, on May 11, 2011,
unless extended, will receive (i) with respect to the Dollar Notes
accepted for purchase by the Company, Total Consideration of
$1,022.50 per $1,000 principal amount of such Notes, which
includes $992.50 as the Tender Offer Consideration and $30.00 as a
Consent Payment, and (ii) with respect to the Euro Notes accepted
for purchase by the Company, Total Consideration of EUR1,048.75
per EUR1,000 principal amount of such Notes, which includes
EUR1,018.75 as the Tender Offer Consideration and EUR30.00 as a
Consent Payment.  In addition, accrued interest up to, but not
including, the Applicable Payment Date of the Notes will be paid
in cash on all validly tendered and accepted Notes.

Each of the tender offers is scheduled to expire at 11:59 p.m.,
New York City time, on May 25, 2011, unless extended.  Tendered
Notes may be withdrawn and consents may be revoked at any time
prior to 5:00 p.m., New York City time, on May 11, 2011, unless
extended, but not thereafter.  Holders who validly tender their
Notes and deliver their consents after the Consent Date will
receive only the Tender Offer Consideration applicable to those
Notes and will not be entitled to receive a Consent Payment if
such Notes are accepted for purchase pursuant to the tender
offers.

The Company reserves the right, at any time or times following the
Consent Date but prior to the Expiration Date, to accept for
purchase all of the Dollar or the Euro Notes validly tendered
prior to the Early Acceptance Time.  If the Company exercises this
option, it will pay the Total Consideration for the Dollar Notes
or the Euro Notes, as applicable, accepted for purchase at the
Early Acceptance Time on a date promptly following the Early
Acceptance Time.  The Company will also pay on the Early Payment
Date accrued and unpaid interest up to, but not including, the
Early Payment Date on the Notes accepted for purchase at the Early
Acceptance Time.  The Company currently expects that the Early
Payment Date will be May 12, 2011.

Subject to the terms and conditions of the tender offers and
consent solicitations, the Company will, following the Expiration
Date, accept for purchase all the Dollar Notes or the Euro Notes
validly tendered prior to the Expiration Date.  The Company will
pay the applicable Total Consideration or Tender Offer
Consideration, as the case may be, for the Dollar Notes and the
Euro Notes accepted for purchase at the Final Acceptance Time on a
date promptly following the Final Acceptance Time.  The Company
will also pay on the Final Payment Date accrued and unpaid
interest up to, but not including, the Final Payment Date on the
Notes accepted for purchase at the Final Acceptance Time.  The
Company currently expects that the Final Payment Date will be
May 26, 2011.

The consummation of each tender offer and consent solicitation is
conditioned upon, among other things, (i) the Company's receipt of
the proceeds from its offering of New Senior Notes and the
completion of its New Credit Facility, (ii) the receipt of the
consents of holders of at least a majority of the outstanding
aggregate principal amount of the Dollar Notes and the Euro Notes,
as applicable, to the Proposed Amendments and (iii) the execution
of the respective supplemental indenture giving effect to the
Proposed Amendments.

If any of the conditions are not satisfied, the Company may
terminate the tender offers and consent solicitations and return
the tendered Notes.  The Company has the right to waive any of the
foregoing conditions with respect to any series of Notes and to
consummate any or both of the tender offers and consent
solicitations.  The Company also has the right, in its sole
discretion, to terminate the tender offers or the consent
solicitations at any time, subject to applicable law.  Neither
tender offer is conditioned upon or subject to the completion of
the other tender offer.

None of Sensata's or the Company's board of directors, the dealer
managers and solicitation agents or any other person makes any
recommendation as to whether holders of Notes should tender their
Notes or deliver the related consents, and no one has been
authorized to make such a recommendation.

Barclays Capital Inc. and Morgan Stanley & Co. Incorporated will
act as dealer managers and solicitation agents for the tender
offers and consent solicitations.  With respect to the Dollar
Notes, Global Bondholder Services Corporation is the information
agent and depositary for the tender offers and consent
solicitations.  With respect to the Euro Notes, Lucid Issuer
Services Limited is the information agent and tender agent for the
tender offers and consent solicitations.  Questions regarding the
tender offers or consent solicitations may be directed to Barclays
Capital Inc. at +1 (800) 438-3242 (U.S. toll-free) or +1 (212)
528-7581 (collect) or Morgan Stanley & Co. Incorporated at +1
(800) 624-1808 (U.S. toll-free) or +1 (212) 761-1057 (collect).
Requests for the Offer Documents with respect to the Dollar Notes
may be directed to Global Bondholder Services Corporation at +1
(866) 952-2200 (U.S. toll-free) or +1 (212) 430-3774 (banks and
brokers only).  Requests for the Offer Documents with respect to
the Euro Notes should be directed to Lucid Issuer Services Limited
at +44 (20) 7704-0880.

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

The Company's balance sheet at March 31, 2011 showed $3.39 billion
in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

                           *     *     *

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SHEA HOMES: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed new
senior secured notes of Shea Homes Limited Partnership and its co-
issuer, Shea Homes Funding Corp., proceeds of which will be used
to repay existing indebtedness. Moody's also assigned a B2 to
Shea's corporate family and probability of default ratings. The
rating outlook is stable. This is the first time that Moody's has
rated the debt of Shea.

These rating actions were taken:

   -- B2 (LGD4, 51%) assigned to the new $750 million senior
      secured notes due 2019

   -- B2 corporate family rating assigned

   -- B2 probability of default rating assigned

RATINGS RATIONALE

The B2 rating considers that cash flow generation, which had been
one of the few financial metrics in which the company performed
strongly during the homebuilding downturn, is likely to remain
weak in 2011 after turning negative in 2010. In addition, the
company's unrestricted cash position, pro forma for this
transaction, will be one of the smallest among the rated
homebuilders. When these factors are considered together with the
absence of any planned revolving credit facility that could be
used for working capital purposes, the company's overall liquidity
position is regarded only as adequate, despite the elimination of
maintenance covenants and the pushing out of its nearest debt
maturity to 2019 (when the proposed new senior secured notes
mature). In addition, the company's debt leverage (after Moody's
adjustments for operating leases, contractual off-balance sheet
joint venture obligations, and specific-performance lot options)
is indicative of a low-B rating as are other key financial
metrics, principally interest coverage and return on assets. The
company's total lot supply, even though a considerable portion is
devoted to resale to other builders, is also the highest of the
rated homebuilders, which may make a return to the high margin
performance of the past an arduous task. Finally, Shea's multitude
of related party transactions, although being reduced, make the
complexity of its corporate and capital structures potentially
limiting factors for any upgrade consideration.

At the same time, the company's B2 rating is supported by the
apparent stabilization of the housing market, albeit at extremely
low levels, as reflected in the moderating of the company's
impairment charges and the narrowing of its operating losses. In
addition, Shea possesses a number of inherent strengths not
necessarily available to its peers, including its 43-year track
record through numerous down cycles, support from a well-regarded
130-year old parent company (as evidenced by capital injections of
$120 million in 2007 and $75 million of cash as part of the
transaction contemplated hereby), top 10 market position in each
of its key markets, and a reasonably strong active-adult brand
name (Trilogy). Finally, as a result of the proposed transaction,
virtually all of the covenant drama of the past two years will
disappear, and the company will have a clean and clear debt
maturity schedule until 2019.

The stable ratings outlook reflects Moody's belief that the
industry's fundamental credit conditions have stabilized although
they remain very weak, that Shea's liquidity position has improved
such that it should be able to navigate the next several years
without a significant need for major new external capital, and
that the company will continue to reduce its debt leverage even as
it pursues additional growth opportunities during the next few
years.

The proposed new notes will be secured by a lien on substantially
all of the assets owned by Shea (which lien may be junior to other
liens granted by Shea, to be set forth in the definitive
documentation governing the proposed debt issuance) and will be
fully and unconditionally guaranteed by Shea's principal operating
subsidiaries.

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

Headquartered in Walnut, CA and established in 1968, Shea Homes is
one of the largest private homebuilding companies in the U.S. For
the year ended Dec. 31, 2010, Shea closed 1,489 homes having an
average selling price of approximately $416,000. Total revenues
from the sales of homes, land and homebuilding related activities
were approximately $640 million while net income was approximately
$(60 million). At Dec. 31, 2010, the company was selling homes in
79 communities, with home prices ranging from approximately
$113,000 to $1,275,000, and it had a backlog of 406 homes with a
sales value of approximately $167.3 million.


SHIPPERS' CHOICE: Settlement Talks With CDS Continue
----------------------------------------------------
Shippers' Choice of Virginia, Inc., and Commercial Drivers
Services, Inc., remain in settlement discussions over CDS'
objection to the Debtor's motion for final decree closing its
bankruptcy case and for filing a Chapter 11 Final Report.
Bankruptcy Judge Nancy V. Alquist has signed off on a second
stipulation extending to May 13 the Debtor's deadline to respond
to CDS' objection.  A copy of the stipulation, dated May 3, 2011,
is available at http://is.gd/R0RFkSfrom Leagle.com.

Shippers' Choice of Virginia, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 04-17933) in 2004.  Shippers'
Choice is represented by:

          Alan M. Grochal, Esq.
          TYDINGS & ROSENBERG LLP
          100 East Pratt Street
          Baltimore, MD 21202-1062
          Tel: (410) 752-9700
          E-mail: agrochal@tydingslaw.com

Attorneys for Commercial Driver Services, Inc., is represented by:

          Gary H. Leibowitz, Esq.
          Cole Schotz Meisel Forman & Leonard, P.A.
          300 East Lombard Street #2000
          Baltimore, MD 21202
          Tel: (410) 230-0660
          E-mail: gleibowitz@coleschotz.com


SIRIUS XM: Reports $78.12 Million Net Income in March 31 Qtr.
-------------------------------------------------------------
Sirius XM Radio Inc. filed with the U.S. Securities and Exchange
Commission a Form 10-Q reporting net income $78.12 million on
$723.84 million of total revenue for the three months ended
March 31, 2011, compared with net income of $41.59 million on
$663.78 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $7.22
billion in total assets, $6.93 billion in total liabilities and
$298.62 million total stockholders' equity.

"We ended the first quarter with $434 million of cash and cash
equivalents after deploying approximately $135 million to
repurchase debt.  In April, we repurchased approximately $74
million of our 3.25% Convertible Notes due 2011 via a cash tender
offer," said David Frear, SiriusXM's Executive Vice President and
Chief Financial Officer.  "We continue to make progress toward
reaching our leverage target.  Our net debt to adjusted EBITDA
declined to 4.1x at the end of the first quarter of 2011 from 6.6x
at the end of the first quarter of 2010."

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

                        http://is.gd/FVVVyO

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SKYE INTERNATIONAL: Files Chapter 7 Petition
--------------------------------------------
BankruptcyData.com reports that SKYE International filed for
Chapter 7 protection (Bankr. D. Nev. Case No. 11-51433).  The
Company is represented by Chris D. Nichols of Belding, Harris &
Petroni.

SKYE International emerged from a previous Chapter 11 filing in
October 2010.  SKYE had filed for Chapter 11 protection (Bankr. D.
Nev. Case No. 09-54485) on Dec. 16, 2009, estimating assets and
debts of $1 million to $10 million.

Scottsdale, Ariz.-based SKYE International, Inc. is in the
business of designing, developing, and marketing consumer water
heating appliances.  All of the Company's products are designed by
in-house engineering and contract engineers from third party
engineering firms.


SPENCER SPIRIT: S&P Rates Corp. Credit & Sr. Unsecured Notes 'B'
----------------------------------------------------------------
After receiving final documents, Standard & Poor's Ratings
Services assigned its 'B' corporate credit rating to Egg Harbor
Township, N.J.-based specialty retailer Spencer Spirit Holdings
Inc. The rating outlook is stable.

"At the same time, we assigned a 'B' issue-level rating to the
company's $175 million senior secured notes with a recovery rating
of '4', indicating our expectation of average recovery (albeit at
the low end of the 30% to 50% range) in the event of a payment
default. These notes were sold under Rule 144A without
registration rights. The company used the proceeds to refinance
existing debt and pay a cash distribution to its shareholders,"
S&P said.

"The ratings incorporate our expectation that benefits from store
remodeling and expansion initiatives will likely contribute to
modest improvement in credit measures," said Standard & Poor's
credit analyst Andy Sookram, "but we expect them to remain in line
with the 'B' ratings." The ratings also reflect the combination of
the company's vulnerable business risk profile and highly
leveraged financial risk profile based on its exposure to cyclical
and highly competitive specialty retailing markets, an increase in
debt, and thin free cash flow generation," S&P stated.


SPRING WINDOW: Moody's Rates $35MM 1st Lien Credit Facility 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Springs Windows
Fashion's $350 million 1st lien senior secured credit facility
($300 million term loan and $50 million revolver) and a Caa1
rating to the $125 million 2nd lien term loan. At the same time,
the B2 Corporate Family Rating was affirmed and the Probability of
Default Rating was upgraded to B2 from B3. The outlook was revised
to stable from positive. The ratings on the existing secured
credit facility will be withdrawn upon closing.

Proceeds from the two credit facilities will be used to repay the
existing term loan (roughly $247 million) and pay a $186 million
dividend. "While this transaction is somewhat aggressive from a
credit perspective and temporarily weakens Springs' credit
metrics, Moody's believes that Springs has showed enough
resiliency in its business and effectiveness of controlling costs
to not warrant a downgrade," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. For example, this
transaction will increase adjusted debt/Ebitda by more than two
turns to over 6 times from 4 times at Dec. 31, 2010. "However,
Moody's believes this ratio should approach 5.5 times by the end
of 2011," noted Cassidy.

The Probability of Default Rating upgrade to B2 from B3 is a
result of the change to a first lien-second lien structure.
Because of this change, Moody's is utilizing a 50 percent mean
family recovery rate in accordance with the LGD methodology --
which resulted in the upgrade.

RATING RATIONALE

The B2 Corporate Family Rating reflects Springs' small size with
revenue around $500 million, high customer concentration and
sensitivity to the housing market and discretionary consumer
spending. It also recognizes that while credit metrics will become
weak following a pending dividend, they should steadily improve
over the next few years to more reasonable levels. The Corporate
Family Rating also reflects the ongoing operating performance
enhancements, in spite of choppy consumer confidence and uncertain
discretionary consumer spending for mid-tier consumers. The
ratings also reflect Moody's view that the company will maintain
its strong market share in the retail custom window coverings
niche going forward, as well as the value of its two largest
brands, Bali and Graber, and long-term relationships with key
customers.

The stable outlook reflects Moody's view that credit metrics
should be temporarily weak, but steadily improve. Springs history
of controlling costs and Moody's expectation that this practice
will continue is also reflected in the stable outlook.

There is no upside rating pressure in the near term given the
deterioration in credit metrics which will accompany Springs'
planned dividend. And because of Springs' relatively small scale
with revenue around $500 million and history of aggressive
financial policies, Springs' credit metrics need to be stronger
than similarly rated consumer durables companies for an upgrade
over the longer term. For example, for an upgrade to be
considered, debt/EBITDA would need to approach 3 times and
interest coverage needs to be moving toward 4 times.

There is also limited downside rating pressure in the near term,
despite the somewhat aggressive recapitalization. This is because
Springs has proven to be able to generate good earnings and cash
flow in a very difficult economic environment. Over the longer
term, ratings could be downgraded if credit metrics significantly
deteriorate. For example, Moody's could downgrade the ratings if
debt/EBITDA approaches 7 times (currently over 6 times proforma
for the transaction) or EBITA margins fall to the single digits
(currently in the mid teens). Another aggressive debt funded
shareholder return in the near term could also spark a downgrade.

The B1 rating on the1st lien senior secured credit facility and
the Caa1 rating on the 2nd lien credit facility reflect a B2
probability-of-default rating and an LGD 3 for the 1st lien and an
LGD 5 for the 2nd lien. The 1st lien facilities are rated one
notch higher than the B2 Corporate Family Rating reflecting their
priority position in relation to collateral. The Caa1 rating on
the second lien term loan is two notches lower than the CFR
reflecting the weaker collateral position that facility holds. The
ratings of both the 1st lien and 2nd lien reflects the upstream
guarantees from operating subsidiaries and the all asset pledge on
a first and second lien basis.

Moody's assigned these ratings:

   -- $300 Million First Lien Term Loan at B1 (LGD 3, 36%);

   -- $50 Million First Lien Revolver at B1 (LGD 3, 36%);

   -- $125 Million Second Lien Term Loan Caa1 (LGD 5, 86%);

Moody's upgraded these rating:

   -- Probability of Default Rating to B2 from B3;

   -- Moody's affirmed these rating:

   -- Corporate Family Rating at B2

For additional information, please refer to Moody's Credit Opinion
of Springs Windows Fashions published on Moodys.com.

The principal methodology used in rating Springs was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Springs Window Fashions, LLC, headquartered in Middleton,
Wisconsin, is a leading manufacturer and designer of window
coverings under the brand names of Bali, Graber and Nanik. Product
lines include hard and soft window blinds, roller shades, drapery
hardware, shutters, solar shades, and window accessory products.
The company is privately held and generated revenues of $498
million in the twelve months ended Jan. 1, 2011.


STAFFORD COUNTY: Moody's Affirms GO Bond Rating at 'Ba2'
--------------------------------------------------------
Moody's Investors Service has affirmed Strafford County's (NH) Ba2
general obligation bond rating, affecting approximately $21.5
million in outstanding parity debt. The outlook remains negative.
The bonds are secured by a general obligation unlimited tax
pledge.

RATINGS RATIONALE

The Ba2 rating reflects the county's weak financial position, lack
of liquidity, and heavy reliance on cash flow borrowing. The
negative outlook reflects the possibility of further credit
deterioration should the county become challenged to maintain
market access for cash flow needs, particularly given its still
minimal liquidity position.

STRENGTHS

   -- Stable tax base with low unemployment

   -- Low long-term debt levels

   -- Stable property tax revenue collections

CHALLENGES

   -- High reliance on tax and revenue anticipation note borrowing
      to fund operations and debt service

   -- Loss of federal stimulus funds, which has helped augment
      fund balance

   -- Ability to make sufficient budget adjustments to continue to
      improve the county's General Fund and Nursing Home's
      financial position, particularly given the uncertainty of
      long-term nursing home expenditure pressures

DETAILED CREDIT DISCUSSION

POSITIVE FISCAL 2010 RESULTS; COUNTY REMAINS HEAVILY RELIANT ON
MARKET ACCESS FOR CASH FLOW NEEDS

Fiscal 2010 results exhibited improvement in the county's
financial position. General Fund operations ended positively by
$2.4 million, reducing the accumulated unreserved General Fund
deficit to a negative $7.1 million (-18.5% of revenues) from a
negative $9.2 million (-25.5% of revenues) in 2009. The $7.1
million accumulated deficit represents the amount still due to the
General Fund from the nursing home, which had consecutive
operating deficits over a multi-year period resulting in a
relatively substantial inter-fund receivable. Positively, the
county has reduced its accumulated General Fund deficit by 32%
since 2008, through a combination tight expenditure controls, more
conservative revenue estimates and unbudgeted federal stimulus
funds. The nursing home ended fiscal 2010 with a net asset
position of $0, following a subsidy from the General Fund of $5.6
million.

The fiscal 2011 budget (ending Dec. 31) has yet to be adopted; the
late adoption of annual budgets has been a trend for the county
for many years. The proposed budget, which included a tax rate
increase, was narrowly defeated. In response, county management
has had to make approximately $750,000 of budget reductions
consisting of program eliminations, position reductions, and
reduced appropriations to outside agencies. If current trends
continue, the county expects to produce positive operating results
for the current fiscal year, supported by conservative revenue
estimates as well as unbudgeted savings from an increase in the
state's Medicaid reimbursement rate and the last installment of
federal stimulus funds, which the county has left unbudgeted.

Due to a constrained cash position, and the timing of property tax
receipts (one payment on December 17th), the county continues to
rely heavily on the use of tax anticipation notes (TANs) and
revenue anticipation notes (RANs) to fund operations. The county
regularly issues TANs equal to the entire amount of the property
tax levy, through two issuances in February and April or May.
Importantly, the county's levy is made whole by its member
municipalities with no history of missed payments. The county also
regularly issues RANs in August which are generally paid off with
federal and state Medicaid reimbursements in early February,
crossing fiscal years.

In support of fiscal 2010 operations, the county issued a $20
million TAN in February 2010 (due 12/30) and a $6.7 million TAN in
May 2010 (due 12/30), following the adoption of the county's
budget in March. Further, the county issued a $9.78 million RAN in
August, payable February 5, 2011. At one time, the county had
$36.7 million of tax and revenue anticipation notes outstanding in
fiscal 2010, equal to 136% of its 2010 levy. The county's largest
debt service payments are due in January and July, making
continued access to the capital markets critical to fund core
county operations and pay debt service, particularly in light of
the timing of the county's coupon payments at a cash low point in
the beginning on January and their overwhelming reliance on the
market for liquidity. For fiscal 2011, the county issued a $20
million TAN in January and anticipates an additional TAN of $7
million once the budget is adopted. The county hopes to reduce is
August RAN borrowing to $7.5 million. The county's debt portfolio
consists entirely of fixed rate borrowing and the county has not
entered into any derivative agreements.
Outlook

The negative outlook reflects the possibility of further credit
deterioration should the county become challenged to maintain
market access for cash flow needs, particularly given its still
minimal liquidity position. The outlook also reflects Moody's the
possibility additional downward rating movement should the
county's financial position weaken further.

What could move the rating UP (remove the negative outlook):

   -- Sustained record of structurally balanced operations and
      improved liquidity levels

   -- Improvement of General Fund reserves and the reduction of
      the county illiquid receivable due from the nursing home.

What could move the rating DOWN:

   -- Structurally imbalanced operations

   -- Increased level of cash-flow borrowing

   -- Failure to execute deficit reduction plan

KEY STATISTICS

2007 Population: 121,581

2009 Full valuation: $10.5 billion

Full value per capita: $86,652

1999 PCI (as % of NH and US): $20,479 (16% and 95%)

1999 MFI (as % of NH and US): $53,075 (92% and 106%)

Debt burden: 0.2%

Payout of principal (10 years): 78%

2010 Unreserved General Fund balance: -$7.1 million (-18.5% of
revenues)

G.O. debt outstanding: $21.5 million

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


STILLWATER MINING: Reports $36.19MM Net Income in March 31 Qtr.
---------------------------------------------------------------
Stillwater Mining Company reported net income of $36.19 million on
$170.06 million of total revenues for the three months ended
March 31, 2011, compared with net income of $13.35 million on
$133.47 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011 showed $974.54
million in total assets, $344.74 million in total liabilities and
$629.80 million in total stockholders' equity.

Reviewing the Company's performance, Francis R. McAllister,
Stillwater's Chairman and CEO, commented, "Overall, I am pleased
with our performance during first quarter.  Palladium prices did
trend down during the first quarter, likely as a result of the
uncertainty surrounding the effect of rising oil prices and the
Japanese earthquake and tsunami damage to the outlook for
automobile production.  However, I believe these factors will have
a relatively short term impact on PGM demand and we will continue
to experience the benefits of robust PGM, and specifically
palladium, market dynamics over the intermediate to longer term.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/jN3MQo

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SUMMIT BUSINESS: Court Approves Reorganization Plan
---------------------------------------------------
Summit Business Media received confirmation of its "pre-arranged"
plan of reorganization from the United States Bankruptcy Court for
the District of Delaware.  The Court's approval allows Summit to
implement its capital restructuring, originally announced on
Jan. 25 when it filed for bankruptcy, to eliminate more than $140
million of long-term debt from its balance sheet.  Summit expects
that it will consummate the plan and emerge from bankruptcy in
approximately two weeks.

"Summit emerges from this restructuring process in much stronger
financial shape," said Andrew Goodenough, Summit's President &
CEO. "Going forward, the implementation of the restructuring plan
will allow Summit to continue to grow our valuable franchises
across the insurance, financial and professional services
markets."

During the bankruptcy, Summit continued to improve operations, and
made several product launches and enhancements, including the
official launch of BenefitsPro.com, the most comprehensive source
of news and opinion to help benefits brokers, HR managers and
retirement advisors.  As a result, the Company is positioned for
growth, not only because of a strengthened capital structure, but
also because of its expanded portfolio of value-added customer
solutions.

"While the challenges of this process were real, emerging in under
four months without so much as a contested hearing is a testament
to the hard work put in over the last few years by our management
team, our advisors and our lenders," Goodenough said.  "I would
also like to thank our customers and vendors for their
understanding and continued support during this uncertain period.
Finally, I want to personally thank our 400 employees for their
dedication and hard work during this process."

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed Smith
LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at
Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

Summit filed on Feb. 1, 2011, their Chapter 11 Plan of
Reorganization.  The plan was worked out in advance with holders
of 83% or more of the first-and second-lien debt.  Pursuant to the
Plan terms, holders of allowed priority tax claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of prepetition first lien secured claims owed $189 million
will receive a new $110 million first-priority first lien term
loan, 89.4% of the new stock.  The first-lien lenders will recover
68 cents on the dollar.

Holders of $55 million in prepetition second lien debt will
receive $1 million in cash and 5.56% of the new stock.  They will
have a 4% recovery.

Holders of allowed general unsecured claims expected to total
$6 million will receive $100,000 cash, resulting in a 2% recovery.

Holders of equity interests in Summit will not receive anything
and their interests will be cancelled.  Equity Interests in the
other debtor-affiliates will be reinstated.

Summit Business set a May 5 hearing for approval of the Chapter 11
plan.  The bankruptcy judge approved the explanatory disclosure
statement on March 28.


SW BOSTON: Court Won't Allow Rival Plan At This Time
----------------------------------------------------
Bankruptcy Judge Joan N. Feeney rejected Prudential Insurance
Company of America's bid to file a competing plan for SW Boston
Hotel Venture LLC at this time.

Judge Feeney said Prudential's ability to seek different treatment
for its claim other than that proposed by the Debtors in their
Joint Plan of Reorganization, is preserved by Prudential's
opportunity to reject and object to the Debtors' Plan and to
present evidence at a contested confirmation hearing that the
Debtors' Plan does not satisfy the requirements of 11 U.S.C.
Sections 1129(a) and (b).

Judge Feeney noted that counsel to Prudential said at a May 2,
2011 hearing that no other party in interest has expressed support
for its proposal to file a competing plan.

The Debtors' Plan hinges on a sale of their hotel and garage
assets to Razorbacks Owner LLC for $89.5 million this month, and
distribute the sale proceeds to Prudential to reduce its secured
claim within the next two months.  In the event the sale is not
consummated, the Debtors propose in their Plan to pay Prudential
its allowed secured claim, with interest as determined by the
Court.  Under either scenario, the Debtors intends to pay the
claims of all non-insider unsecured creditors in full with
interest.

Judge Feeney noted that the Debtors have made progress in
negotiations with its creditors.  The city of Boston, the holder
of a second mortgage, and the Official Committee of Unsecured
Creditors support the Debtors' Plan; Starwood Hotels states that
it will negotiate in good faith with the Debtors on issues
relating to the sale of the Hotel.  It appears that the Debtors'
Plan is supported by all interested parties, with the exception of
Prudential.

"Prudential's plan appears to be based, not only on the desire to
obtain its contract rate of interest, but also on litigation to
obtain recharacterization and, or subordination of debt owed to
the Debtors' insiders, a goal which is not shared by any other
interested party, and which may be both extremely costly and
unsuccessful," Judge Feeney said.  "Allowance of a competing plan
at this time, particularly one without the support of creditor
constituencies and one based upon speculative, time consuming and
expensive litigation, is likely to jeopardize the progress in the
case to date."

Meanwhile, Judge Feeney granted SW Boston a shorter extension of
its deadline to solicit acceptances of its bankruptcy plan.
Prudential objected to the extension.

The Debtors asked the Court to extend their exclusive solicitation
period through the date that is 15 days after entry of the Court's
decision on confirmation of the Debtors' plan.  The current
deadline is May 31, 2011.

Judge Feeney, however, held that the Debtors' Motion to Extend to
a date after any decision by the Court on whether to confirm the
Debtors' Plan is unwarranted.  Instead, the Court extends the
exclusive period for soliciting votes to two days prior to the
date scheduled for the hearing on confirmation of the Debtors'
Plan, subject to further Court order.

A copy of Judge Feeney's May 4, 2011 Memorandum is available at
http://is.gd/bsvH9kfrom Leagle.com.

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case
No. 10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


T3 MOTION: Files Form 8-A; Registers Common Stock with SEC
----------------------------------------------------------
T3 Motion, Inc., filed a Form 8-A relating to the registration
with the Securities and Exchange Commission of shares of common
stock, par value $0.001 per share.  As of Dec. 31, 2010, the
Company had authorized (i) 150,000,000 shares of common stock, of
which 50,658,462 shares were outstanding, and (ii) 20,000,000
shares of preferred stock, par value $0.001 per share, of which
11,502,563 shares were outstanding.

The holders of common stock are entitled to one vote per share on
all matters to be voted upon by the stockholders.  The holders of
common stock are entitled to receive any dividends that may be
declared from time to time by the Board of Directors out of funds
legally available for that purpose.  The declaration of any future
cash dividend will be at the discretion of the Company's Board of
Directors and will depend upon the Company's earnings, if any,
capital requirements and financial position, general economic
conditions, and other pertinent conditions.  In the event of the
Company's liquidation, dissolution or winding up, the holders of
common stock are entitled to share in all assets remaining after
payment of liabilities.

The holders of common stock do not have cumulative voting rights,
which mean that the holders of more than fifty percent of the
shares of common stock voting for election of directors may elect
all the directors if they choose to do so.  In this event, the
holders of the remaining shares aggregating less than fifty
percent will not be able to elect directors.  The common stock has
no preemptive or conversion rights or other subscription rights.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.


TARGUS GROUP: S&P Rates Corp. Credit 'B'; Outlook is Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Anaheim, Calif.-based Targus Group International
Inc. (Targus). The outlook is stable.

"At the same time, we assigned a 'B' rating to the company's
proposed $185 million senior secured term loan due 2016. We also
assigned a '4' recovery rating to the term loan, indicating our
expectation that lenders will receive average (30% to 50%)
recovery in the event of a payment default," S&P stated.

The company will use the proceeds from the proposed secured term
loan offering to repay existing debt, including borrowings under
its existing first-lien term loan and revolving credit facility
($172.8 million and $17.3 million outstanding as of April 2,
2011). The company also announced that it will refinance its
current revolving credit facility ($40 million) with a new five-
year, $60 million asset based revolving credit facility (unrated).
About $200 million of total debt will be outstanding at Targus
following the close of this transaction.

"The ratings on Targus reflect our view of its highly leveraged
financial profile and vulnerable business profile," said Standard
& Poor's credit analyst Linda Phelps. "We believe the company's
profitability is exposed to volatility because of its narrow
product focus, relatively small size, and heavy reliance on
corporate information technology and consumer spending on notebook
computers. However, we believe the company benefits from top
market positions within the notebook computer carrying case
category and favorable expectations for long term growth of
notebook computer and mobile electronic device sales globally."

"Our rating outlook on Targus is stable.  We expect the company's
operating performance to remain relatively stable and that credit
measures will remain close to current levels over the next year,"
said Ms. Phelps.


TASC INC: Moody's Assigns Ba2 Rating to New $675MM Bank Facility
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family and
Probability of Default ratings of TASC, Inc, and assigned a Ba2
rating to the company's planned $675 million first lien bank
facility which will replace the company's existing bank facility
-- a transaction largely neutral to the company's cash and debt
balances.

Moody's had originally assigned ratings to a proposed new bank
financing for TASC on March 14, 2011, but the transaction did not
move forward due to market conditions. The transaction has been
relaunched under substantially the same terms as the original
transaction.

Ratings assigned:

   -- Ba2, LGD2(27%) to $100 million first lien revolver due 2014

   -- Ba2, LGD2(27%) to $575 million first lien term loan B due
      2015

Ratings affirmed:

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

The Ba2 rating assigned to the company's existing Bank Credit
facilities is affirmed and will be withdrawn upon closing of the
new facility.

RATINGS RATIONALE

The ratings consider TASC's strong position as a SETA (systems
engineering and technical assistance)-focused U.S. Department of
Defense/intelligence community contractor. Yet the rating outlook
is negative in consideration of operating performance that has
trailed original expectations. Moody's expects U.S. government
outlays in TASC's areas of expertise to grow over the
intermediate-term, and the company's bid pipeline should benefit.
As part of its former owner, TASC faced organizational conflicts
of interest that precluded its pursuit of many U.S. defense and
intelligence service contracts. While recent operating results
have fallen below expectations, continued strong contract win
rates on a broadened bid pipeline could improve financial metrics
to levels that better support the B1 rating.

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

TASC, Inc. provides advanced systems engineering and technical
assistance services to U.S. Government intelligence agencies,
Department of Defense and various civil agencies. Estimated 2010
revenues were $1.5 billion.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the
following: parties involved in the ratings, parties not involved
in the ratings, public information and confidential and
proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of maintaining a credit rating.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


TELIGENT INC: 2nd Circ. Clears K&L to Fight Teligent Deal
---------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the Second Circuit on
Thursday cleared K&L Gates LLP to challenge the validity of a $6
million settlement struck between the unsecured claim
representative for Teligent Inc. and the telecom's former chief
executive.

Savage & Associates PC, the unsecured claims representative, had
hoped to block K&L Gates from seeking to dismantle the deal it
reached with former Teligent CEO Alex Mandl, which resolved a
dispute over a $12 million loan he received pursuant to his
employment contract, according to Law360.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represented the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it disclosed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.  Pursuant to the
confirmed Plan, Savage & Associates, P.C., serves as the
Unsecured Claims Estate Representative to pursue preference
litigation and other post-confirmation recovery actions.


TENET HEALTHCARE: CHS Hikes Offer for Shares to $7.25 Apiece
------------------------------------------------------------
Tenet Healthcare Corporation confirmed that it has received a
revised proposal from Community Health Systems, Inc., to acquire
all of the outstanding shares of Tenet for $7.25 per share in
cash.

Consistent with its fiduciary duties and in consultation with its
independent financial and legal advisors, Tenet's Board of
Directors will review the revised proposal to determine the course
of action that it believes is in the best interests of the Company
and its shareholders.  Tenet's shareholders are advised to take no
action at this time pending the review of the revised proposal by
the Tenet Board of Directors.

The Company noted that on Nov. 12, 2010, Tenet received a proposal
from Community Health to acquire Tenet for $6.00 per share in cash
and stock.  On April 18, 2011, Tenet received a proposal from
Community Health to acquire Tenet for $6.00 per share in cash.  In
each instance, the Tenet Board of Directors, after consultation
with its financial and legal advisors, unanimously determined that
the Community Health proposals grossly undervalued Tenet and
failed to reflect Tenet's prospects for continued growth and
shareholder value creation and were not in the best interests of
Tenet or its shareholders.

Barclays Capital is acting as financial advisor to Tenet and
Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP are
acting as Tenet's legal counsel.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010, showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TENET HEALTHCARE: Reports $82-Mil. Net Income in March 31 Qtr.
--------------------------------------------------------------
Tenet Healthcare Corporation filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting net income of $82
million on $2.50 billion of net operating revenues for the three
months ended March 31, 2011, compared with net income of $95
million on $2.34 billion of net operating revenues for the same
period during the prior year.

The Company's balance sheet at $8.52 million in total assets,
$6.61 billion in total liabilities and $1.91 billion in total
equity.

"Our strong first quarter results reflect solid performance in
virtually every aspect of our business," said Trevor Fetter,
president and chief executive officer.  "Volume growth was a clear
highlight in the quarter.  Growth in both paying admissions and
total admissions turned positive in the quarter.  This is the
second consecutive quarter in which we have improved the trend in
year-over-year changes in patient volumes.  We were also very
pleased with the robust performance in outpatient volumes with
outpatient visits growing by 6.1 percent.  Surgeries grew by 0.9
percent.  Other factors contributing to the strong quarter
included managed care pricing growth and improved performance on
bad debt expense, which declined to 7.3 percent of revenues.
Earnings growth from these factors was further enhanced by
provider fees and government healthcare information technology
incentives recorded in the quarter. Reflecting this strong start
to the year, we are raising our 2011 Outlook for Adjusted EBITDA
by $25 million, to a new range of $1.175 billion to $1.275
billion."

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

                        http://is.gd/5HIe9R

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TERRA-GEN FINANCE: S&P Gives 'BB-' Rating on Corporate Credit
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' preliminary
long-term issuer credit rating to Terra-Gen Finance Co. LLC (TG
Finance), a 100% owned subsidiary of Terra-Gen Power LLC.

"At the same time, we assigned our issue rating of 'BB' to TG
Finance's $300 million secured term loan B due 2017 and secured
$60 million working capital facility due 2016. We also assigned
our '2' preliminary recovery rating to the term loan and working
capital facility, reflecting our expectations of substantial (70%
to 90%) recovery of principal if a payment default occurs. The
outlook is stable," S&P stated.

All ratings are preliminary, subject to review of final
documentation and conditional on the proposed financing being
completed. "On successful completion of the transaction and
document review, we would withdraw the preliminary rating, and we
would assign issuer, issue and recovery ratings," S&P noted.

The ratings on project owner/operator TG Finance reflect its
reliance on distributions from its underlying portfolio of
renewable energy projects that benefit from purchase power
agreements (PPA) with largely investment-grade counterparties and
are located mostly in California, which has shown considerable
support for renewable energy resources. Two of TG Finance's
biggest cash contributors are Alta Wind Holdings LLC (BBB-/Stable)
and SEGS VIII and IX (50% owners of Harper Lake Solar Funding
Corp.; BBB-/Stable). Ratings also reflect resource concentration
(wind), technology risk, asset concentration (the Alta projects),
and vulnerability to availability declines and operations and
maintenance (O&M) cost increases.

Standard & Poor's determined the rating on TG Finance using our
developer methodology, of which a key element is the assignment of
a quality of cash flow (QCF) score to each dividend stream from
the portfolio of assets. "The QCF score reflects our opinion of
the dividend stream's potential volatility. While each project may
have had individual overriding factors, project-level QCF scores
were largely influenced by project-level covenants that can affect
its ability to distribute cash to TG Finance, its operational
track record, and the terms of the PPA for the project," S&P
stated.

"The outlook is stable. We expect credit measures to remain
supportive of the rating under our base case scenario," said
Standard & Poor's credit analyst Marc Sonnenblick.

Lower-than-expected availability or generation, or higher O&M
costs, especially at the wind projects given their majority
contribution to cash flow, could cause a downward ratings
revision. In addition, potential lower revenues from projects with
recontracting and/or SRAC exposure could pressure ratings, as they
represent about 35% of generation. Improved recovery prospects,
material improvements in the risk profiles of several assets, or
significant debt reduction through the cash sweep could result in
an upgrade.


TERRESTAR CORP: Court Sets General Bar Date at May 13
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set May 13, 2011 at 5:00 p.m. as the date by which all proofs
of claim must be filed against the TSC Debtors.

Government units can file proofs of claim against the TSC Debtors
so as to be actually received on or before Aug. 15, 2011, at 5:00
p.m.

          About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-10612
(SHL).  The seven Debtor entities who seek joint administration
with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TIB FINANCIAL: TIB Bank Merges with NAFH National Bank
------------------------------------------------------
Effective April 29, 2011, TIB Bank, a wholly owned subsidiary of
TIB Financial Corp., merged with and into NAFH National Bank, a
national banking association and wholly owned subsidiary of North
American Financial Holdings, Inc., with NAFH Bank as the surviving
entity.  NAFH is the owner of approximately 97% of the Company's
common stock.  In addition, five of the Company's seven directors,
and the Company's Chief Executive Officer, Chief Financial Officer
and Chief Risk Officer are affiliated with NAFH.

NAFH Bank was formed on July 16, 2010 in connection with the
purchase and assumption of the operations of three banks - Metro
Bank of Dade County (Miami, Florida), Turnberry Bank (Aventura,
Florida) and First National Bank of the South (Spartanburg, South
Carolina) - from the Federal Deposit Insurance Corporation.  On
July 16, 2010, NAFH Bank acquired assets of approximately $1.4
billion and assumed deposits of approximately $1.2 billion in the
transactions with the FDIC.  As of Dec. 31, 2010, NAFH Bank had
total assets of $1.2 billion and total deposits of $893 million.
Prior to the Merger, NAFH Bank operated 23 branches, with 10
branches in South Florida and 13 branches in South Carolina.  NAFH
Bank is a party to loss sharing agreements with the FDIC covering
the large majority of the loans it acquired from the FDIC.

The Merger occurred pursuant to the terms of an Agreement of
Merger entered into by and between the Bank and NAFH Bank, dated
as of April 27, 2011.  In the Merger, each share of Bank common
stock was converted into the right to receive shares of NAFH Bank
common stock.  As a result of the Merger, the Company now owns
approximately 53% of NAFH Bank, with NAFH owning the remaining
47%.  The Merger Agreement provides that, on or prior to May 15,
2011, the exchange ratio at which shares of TIB Bank were
exchanged for shares of NAFH Bank will be adjusted to ensure that
it reflects the ratio of the tangible book value per share of TIB
Bank to the tangible book value per share of NAFH Bank, in each
case as of March 31, 2011.

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

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet at Dec. 31, 2010 showed $1.75 billion
in total assets, $1.58 billion in total liabilities and $176.75
million in total shareholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.


TIMOTHY BLIXSETH: Montana Opposes Case Dismissal
------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the state of Montana filed papers on May 4 opposing the motion by
Timothy Blixseth for dismissal of the involuntary Chapter 7
petition filed against him by three states a month earlier.

As reported in the May 3 edition of the TCR, the bankruptcy judge
in Las Vegas will convene a hearing on May 18 to consider the
renewed request by Mr. Blixseth, the founder of Yellowstone
Mountain Club LLC, in Montana, to dismiss the involuntary
Chapter 7 bankruptcy petition filed against him by the taxing
authorities in California, Montana and Idaho.  Mr. Blixseth said
he has settled with Idaho and California.  He is contesting the
entire Montana claim for $59 million, including the $219,000 claim
the state used to file the involuntary petition.  He argues the
involuntary petition should be dismissed because there are no
longer three creditors behind it and the lone remaining claim is
disputed.

Mr. Rochelle relates that Montana responded by pointing to papers
Mr. Blixseth filed in state court admitting to owing $219,000.
Montana also said that the two settlements show that there were
undisputed taxes owed to California and Idaho.  Montana points to
unpaid state and federal taxes to show that Mr. Blixseth isn't
paying his legitimate creditors.

The bankruptcy trustee for the Yellowstone Mountain Club,
according to Mr. Rochelle, supports having Mr. Blixseth in
bankruptcy.  The trustee cited his unsatisfied $40 million
judgment against Mr. Blixseth as an additional reason for being in
bankruptcy. The trustee also said he had "concern about
Mr. Blixseth's history of fraudulent transfers."

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TRADE UNION: Court Authorizes Interim Use of Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Trade Union International Inc. and Duck House Inc. on
an interim basis to use any cash collateral of Cathay Bank and
China Trust Bank.

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13071) on Jan. 31, 2011.  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliate Duck House, Inc., a California corporation, filed a
separate Chapter 11 petition on Jan. 27, 2011 (Bankr. C.D.
Calif. Case No. 11-13072).


TRANS ENERGY: Lisa Corbitt Resigns as Chief Accounting Officer
--------------------------------------------------------------
Lisa A. Corbitt resigned as Trans Energy, Inc.'s chief accounting
officer.  Ms. Corbitt served as the Company's chief financial
officer from 2008 until April 19, 2011, when she was appointed
chief accounting officer.

Ms. Corbitt's resignation was for personal reasons and was
effective immediately.  At the time of her resignation, there were
no disagreements between Ms. Corbitt and the company on any matter
relating to the company's operations, policies or practices.  The
Company has not named a replacement chief accounting officer as of
May 2, 2011.

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

The Company's balance sheet at Dec. 31, 2010 showed $40.88 million
in total assets, $23.41 million in total liabilities and $17.47
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRIMAS CORP: Moody's Upgrades CFR to 'B1' on Better Credit Metrics
------------------------------------------------------------------
Moody's Investors Service upgraded TriMas' CFR and PDR to B1 from
B2. Concurrently, the ratings on the company's $83 million
revolving credit, its $20 million Synthetic LC, and on its $253
million term loan facilities were upgraded to Ba2 from Ba3, and
the speculative grade liquidity rating was upgraded to SGL-2 from
SGL-3. The rating outlook is positive.

Upgrades:

   Issuer: TriMas Corporation

   -- Probability of Default Rating, Upgraded to B1 from B2

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
      SGL-3

   -- Corporate Family Rating, Upgraded to B1 from B2

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD2-
      24% from Ba3, LGD2-25%

   -- Senior Secured Regular Bond/Debenture, Upgraded to B2, LGD5-
      71% from B3, LGD5-74%

RATINGS RATIONALE

The company's ratings upgrade and the positive ratings outlook
reflect the improvement in the company's credit metrics over the
last 12 months and Moody's belief that the company is well
positioned to see further improvement as global economic activity
increases. These improvements, combined with recent debt
repayment, have helped strengthen the company's key credit
metrics. Specifically, revenues grew by 17% in 2010 and its
operating margin increased to 12.7% from 6.9% in 2009. The
company's leverage (Debt to EBITDA) improved to 3.6 times for 2010
from 5.7 times for 2009 and is expected to improve further over
the next couple of years. The ratings benefit from a diversified
mix of industry verticals that provide diversity and help mitigate
risk.

The company's SGL rating was upgraded to SGL-2 from SGL-3,
reflecting Moody's view that the company has good liquidity.
Although the company has a relatively modest sized revolver,
Moody's expects that the company will be able to meet its cash
needs through free cash flow generation as well as its current
cash position.

A rating upgrade to Ba3 could occur as the company experiences a
longer track record of improvement, and if free cash flow to debt
remained consistently above 12% on a sustainable basis. Adjusted
leverage below 3 times could also support positive ratings
traction. EBITA to interest above 3.5 times with stable to
improving margins at each of the company's divisions could also
support a ratings upgrade.

The rating could be downgraded if the company's leverage (debt to
EBITDA) was to increase to over 4.5 times, or if its free cash
flow to debt was anticipated to be below 7% on a consistent basis.
Currently, all five of the company's operations are performing
well. If one or more of its business segments was expected to
experience meaningful year over year contraction, the rating could
revert to stable. The outlook could also revert to stable if the
company's leverage was to trend towards 4 times.

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

TriMas Corporation is a multi-industrial manufacturer. The Company
is engaged in five business segments with diverse products and
market channels in packaging, energy, aerospace & defense, and
engineered components. Last twelve months revenues through
March 31, 2011 totaled approximately $992 million.


TWIN RIVER: Debt Refinancing Plan Cues Moody's 'B2' Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed Twin River Management Group,
Inc.'s B2 Corporate Family Rating (CFR) and B3 Probability of
Default Rating (PDR) on review for possible upgrade. Moody's also
assigned B1 ratings to Twin River's proposed $285 million bank
credit facility comprised of a $260 million term loan due 2017 and
a $25 million revolver expiring in 2016.

The review for upgrade is in response to Twin River's announcement
that it plans to refinance its existing $300 million senior
secured term loan due 2015 (current balance $260 million) with the
$285 million proposed bank facility. The completion of the
transaction as proposed is expected to result in a one-notch
upgrade of Twin River's CFR and PDR and an affirmation of the B1
rating assigned to the proposed bank credit facility.

Ratings placed on review for possible upgrade:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B3

Ratings assigned:

   -- $260 million proposed senior secured term loan due 2017 at
      B1 (LGD 3, 35%)

   -- $25 million proposed senior secured revolver expiring 2016
      at B1 (LGD 3, 35%)

Rating affirmed and to be withdrawn upon transaction closing:

   -- $300 million senior secured term loan due 2015 at B2 (LGD 3,
      35%)

RATINGS RATIONALE

"Assuming the refinancing occurs as proposed, Twin River's short-
term and long-term financial flexibility will significantly
improve, providing the company the additional cushion it will
likely need should Massachusetts ultimately decide to approve
casino style gaming," stated Peggy Holloway, Vice President at
Moody's. "The review for possible upgrade also reflects the
continuation of Twin River's good gaming operations results,"
added Holloway.

The B1 rating assigned to the proposed $285 million bank facility
assumes the transaction closes as proposed and ultimately results
in a decision by Moody's to upgrade Twin River's CFR to B1. The
proposed bank facility will represent the majority of the
company's pro forma debt capital structure, and as a result, would
be rated the same as the company's CFR.

The proposed refinancing is expected to materially lower Twin
River's cost of debt, extend its debt maturity profile, and
facilitate further debt reduction.  The company has repaid
approximately $40 million since Dec. 10, 2010.  Pro forma for the
debt repayment that occurred since Dec. 10, 2010, debt/EBITDA is
3.8 times and EBIT/interest is about 3.8 times.

The transaction is expected to close in the next several weeks at
which time Moody's will make a decision regarding a possible
upgrade. Failure to complete the transaction as proposed would
likely result in the affirmation of the Twin River's existing
ratings.

The principal methodology used in rating Twin River was the Global
Gaming Industry Methodology, published December 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Twin River Management Group, Inc.'s (formerly known as BLB
Management Services, Inc.) restricted operating subsidiary, UTGR,
Inc., owns and operates the Twin River casino located near
Providence, Rhode Island. The Twin River casino has approximately
4,752 video lottery terminals. The company is private and does not
disclose public financials.


TWO BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Two Brothers II, Inc.
        16416 N. 92nd Street, Suite B110
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-12868

Chapter 11 Petition Date: May 4, 2011

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

Judge: Charles G. Case II

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.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 Ali Saad, president.

Affiliates that also filed separate Chapter 11 petitions on May 4,
2011:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Two Brothers III, Inc.                 11-12877   05/04/11
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000
Two Brothers IV, Inc.                  11-12896   05/04/11
   Assets: $1,000,001 to $10,000,000
   Debts: $500,001 to $1,000,000
Two Brothers VIII, Inc.                11-12898   05/04/11
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Two Brothers XI, Inc.                  10-23048   07/23/10
Two Brothers XII, Inc.                 10-23056   07/23/10
Saad Nemer Saad, Inc.                  10-23057   07/23/10
Two Brothers V, Inc.                   10-28114   09/02/10
Two Brothers VI, Inc.                  10-28116   09/02/10
Two Brothers IX, Inc.                  10-28118   09/02/10
Two Brothers X, Inc.                   10-28120   09/02/10
Two Brothers I, Inc.                   11-07952   03/25/11
Two Brothers VII, Inc.                 11-07954   03/25/11
One Brother I, Inc.                    11-07955   03/25/11


TXU CORP: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 86.78 cents-on-the-dollar during the week
ended Friday, May 6, 2011, an increase of 1.10 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on October 10, 2014.  The loan is one of the
biggest gainers and losers among 197 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Energy Future

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

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

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

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ULTIMATE ESCAPES: Seeks July 18 Plan Exclusivity Extension
----------------------------------------------------------
Ultimate Escapes Holdings LLC and its affiliated debtors have
asked the U.S. Bankruptcy Court for the District of Delaware to
extend the deadline for filing their Chapter 11 plan to July 18,
2011, and for soliciting acceptances of that plan to Sept. 15,
2011.

The Debtors anticipate that the proposed extension will give them
sufficient time to finalize the terms of a plan with the Official
Committee of Unsecured Creditors in order to file a consensual
plan in their cases.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Attorneys at Polsinelli Shughart PC, and Gordon & Rees LLP,
represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNISYS CORP: Has Form 10-Q; Posts $39.4MM Loss in March 31 Qtr.
---------------------------------------------------------------
Unisys Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to Unisys Corporation of $39.40 million on $911.20
million of revenue for the three months ended March 31, 2011,
compared with a net loss attributable to Unisys Corporation of
$11.60 million on $977.40 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011 showed $2.95 billion
in total assets, $3.64 billion in total liabilities, and a
$692.10 million total stockholders' deficit.

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

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.

"The upgrade reflects Unisys' improved financial profile following
the recent debt redemptions," said Standard & Poor's credit
analyst Martha Toll-Reed, "and adequate liquidity, which provides
some capacity at the current rating for potential earnings
volatility."

"The ratings reflect our view that Unisys' improved financial
profile and consistently positive annual free cash flow will
provide sufficient cushion in the near term to mitigate the
potential for ongoing revenue declines and operating performance
volatility," added Ms. Toll-Reed.


UNIT CORP: Fitch Initiates Coverage With 'BB' IDR
-------------------------------------------------
Fitch Ratings has assigned these ratings to Unit Corporation:

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

   -- Senior unsecured debt 'BB'; and

   -- Senior subordinated debt 'BB-'.

The Rating Outlook is Stable.

Fitch's ratings are based on UNT's debt-light capital structure,
the company's history of low leverage, management's conservative
financial policies and the company's perceived financial
resiliency to stressed commodity prices. UNT's upstream and
drilling businesses continue to benefit from robust oil prices and
the resulting higher levels of oil drilling activity in the U.S.
UNT's midstream business has indirectly benefited from higher oil
prices through increased pricing for natural gas liquids.

Offsetting factors include weak natural gas prices and the smaller
size of the company's upstream footprint. It is important to note
that given the smaller asset footprint of the company, Fitch views
the company's conservative financial profile as the key driver to
the company's ratings. As a result, failure to maintain a
conservative financial profile would be a key catalyst to negative
rating actions.

UNT is looking to raise approximately $200 million in a 10-year
senior subordinated note offering. Net proceeds will be used to
repay outstanding borrowings under the company's revolving credit
facility and to finance higher capex levels as the company is
likely to outspend cash flows in 2011. Increased capex will
support expanded oil and gas drilling, primarily in the company's
mid-continent properties, as well as capital expenditures in the
company's other two lines of business, contract drilling and gas
gathering and processing.

The senior subordinated notes will be guaranteed on a subordinated
basis by certain material subsidiaries of UNT and for so long as
the notes are not rated 'investment grade' will contain
restrictions on the company's ability to borrow additional money
and under certain circumstances to pay dividends and repurchase
stock. The notes will be repayable at the holder's option
following a 'change of control'.

All debt at UNT resides at the holding company (Unit Corporation)
and is guaranteed by existing and future domestic restricted
subsidiaries. Besides the announced senior subordinated note
offering, the only other debt outstanding relates to the company's
senior unsecured credit facility. The credit facility currently
has $325 million of commitments and at Dec. 31, 2010 UNT had
borrowings of $163 million under the facility which matures in May
2012. The facility is governed by a borrowing base ($600 million
as of April 1, 2011, which will be reduced by approximately $54
million for the proposed note offering) which is supported by the
company's upstream and midstream subsidiaries (note the drilling
subsidiary's cash flows are not included in the borrowing base).
The credit facility is governed by financial covenants for the
current ratio (minimum of 1.0 times [x]), a leverage ratio
(maximum of 3.5x) and a minimum tangible net worth covenant
(minimum of $900 million). The company remains in compliance will
all financial covenants.

UNT's upstream operations are conducted through the wholly owned
subsidiary Unit Petroleum Company and include total proved
reserves at year-end 2010 of 104 million barrels of oil equivalent
(MMboe). Reserves are located predominately in the Anadarko Basin
(55% of total reserves), the Arkoma Basin (19%) and the Gulf Coast
(16%). Full-cycle economics for the company's upstream assets are
reasonable for the rating category and benefit from low production
expenses despite the company's higher F&D costs. For year-end
2010, three-year average FD&A costs are estimated at $25.32/boe
and total cash costs (production expenses, interest expense and
cash taxes) are estimated at $12.71/boe.

UNT's reserves are composed of approximately 32% oil and proved
developed reserves are approximately 80% of total proved reserves.
UNT has a strong track record of growing its reserve base
organically with one and three year average organic reserve
replacement rates of 158% and 145% respectively. Debt levels
remain conservative from both a financial metric perspective
(debt/EBITDA) and on a debt/boe basis. Pro forma for the announced
debt offering, Fitch estimates exploration and production (E&P)
debt-to-boe of proved reserves at $1.15/boe and E&P debt-to boe of
proved developed reserves at $1.44/boe. Note this includes an
allocation of debt to the company's drilling and midstream
operations as well as including asset retirement obligations
(AROs).

UNT's contract drilling operations are conducted through the
wholly owned subsidiary Unit Drilling Company and include the
company's fleet of 122 domestic land drilling rigs. The company's
fleet is composed primarily of 750-2,000 horsepower (hp) rigs
which are capable of targeting the prolific domestic shale plays.
At March 31, 2011, approximately 62% of the rigs were under
contract and the fleet continues to benefit from increasing
dayrates and margins. During 2010 and 2011, UNT has continued to
enhance its drilling fleet with a number of refurbishments (30
rigs) and through the construction of five new 1,500hp, diesel-
electric drilling rigs. Of the five newbuild rigs, one was
completed in March 2011 and all five will go to work in the Bakken
shale under two-year contracts.

UNT's midstream operations are conducted through the wholly owned
subsidiary Superior Pipeline Company, LLC and include the
company's three gas treatment plants, 10 operating processing
plants, and 34 active gathering systems. Operations are conducted
in Oklahoma, Texas, Kansas, Pennsylvania and West Virginia.
Contracts include a mix between fee based contracts (51% of total
volumes in 2010), percent of proceeds (33% of total volumes in
2010) and percent of index (16% of total volumes in 2010). Given
the significant increase in natural gas liquids pricing levels,
margins have increased substantially given the company's exposure
to percent of proceeds and percent of index contracts.

As noted, the company maintains a very conservative financial
profile. At year-end 2010, total debt/EBITDA was a low 0.37x and
interest coverage was a robust 90.2x. During 2010, UNT generated
negative free cash flow (FCF) of approximately $94 million which
was driven by increased capital expenditure levels following the
reduced spending on capex during 2009. It is important to note
that management elected to significantly curb capital spending
during 2009 to maintain an extremely conservative financial
profile during the peak of the economic downturn and resulting low
commodity price realizations in early to mid-2009.

UNT has hedged a significant portion of 2011 and 2012 production
(63% and 48% of oil respectively and 60% and 21% of natural gas
respectively) which should mitigate cash flow sensitivity to
weaker commodity prices. Should commodity prices fall from current
levels, UNT also benefits from significant capital expenditure
flexibility as the company has little required drilling to hold
existing leaseholds by production (HBP).

UNT's operations earned a little over $430 million in EBITDA in
2010, a 19% improvement over 2009 and around 60% of pre-recession
levels. The oil and gas business generated almost 75% of the
company's operating income in 2010. Contract drilling, UNT's
second major earning's contributor, has been EBITDA positive over
the last five years, even through the 2009 recession, and supports
UNT's oil and gas operations where economically feasible. UNT's
gas gathering and processing business is a historically low
volatility earning's contributor with operations concentrated in
the Texas Panhandle and central and western Oklahoma.

Fitch expects a continuation of UNT's recovery in 2011 and does
not foresee leverage exceeding 1.0x. This includes a larger
capital expenditure budget to support an expanded drilling program
in UNT's geographic footprint. UNT has the ability to curtail
capital expenditures if need be should oil and gas prices reverse
their recent upward trend, and management embraces this
philosophy.


UNIT CORP: Moody's Assigns B3 Sr. Subordinated Notes Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Unit
Corporation in conjunction with its planned $200 million senior
subordinated note offering. The assigned ratings are: a B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), a B3 rating to its proposed offering of $200 million senior
subordinated notes due 2021 and a SGL-2 Speculative Grade
Liquidity rating. Proceeds from the note offering will be used to
reduce approximately $170 million of debt under the company's $325
million revolving credit facility. The ratings are subject to
review of final documentation. The rating outlook is stable.

RATINGS RATIONALE

"Unit's durable property base, geographically diversified
portfolio of oil and natural gas properties, low leverage, and
seasoned management supports its B1 rating," stated Francis J.
Messina, Moody's Vice President. "However, the rating also
reflects high finding and development costs more reflective of Caa
rated companies."

Unit's property base is anchored by its stable and consistent
growth of reserves driven by its Texas and Oklahoma Panhandle
plays. Year-end 2010 reserves totaled 104 mmboe, 68% natural gas
and 80% proved developed. Production is bolstered by growing
liquids production (50% oil) estimated at 31% at year-end 2010 and
growing to 37% by year-end 2011. Unit's strengths are tempered by
its high finding and development cost of about $27 per boe.
However, the company's very low leverage measured by debt to PD
and debt to average daily production totals approximately $2/boe
and $6,365/boe, respectively.

Additionally, Unit's B1 CFR is supported by a quality 121 drilling
rig asset base, 70% of which is capable of drilling horizontal
wells, and midstream assets consisting of 860 miles of pipeline
with three gas treatment plants and ten gas processing plants.
Unit's rating also reflects the cyclical and difficult market
conditions of the onshore land rig sub-sector which is prone to
intense volatility. The company is exposed to the mature North
American land drilling market and the inherent volatility of the
natural gas industry, which is expected to remain weak over the
next twelve to eighteen months. However, as oil prices have
recovered more quickly, Moody's expects Unit to focus more of its
fleet on the oil plays. In addition, to continue to benefit from
this opportunity for the drilling rig business, Unit may need to
increase capital expenditures to upgrade more of its rigs as the
market continues to focus on unconventional drilling.

Unit's SGL-2 rating reflects good liquidity over the next four
quarters primarily due to ample pro forma availability on its $325
million revolver maturing May, 2012. The facility is unsecured
with a negative pledge from its subsidiaries. The facility has
three financial covenants that include: a current rating greater
than 1.0x, a leverage ratio less than 3.5x, and a minimum tangible
net worth greater than $900 million. The company should remain
well in compliance with its financial covenants. While the bank
facility is unsecured, it contains a borrowing base reflective of
the asset value of its oil and gas reserves, which is
significantly lower than the company's reserve value.
Additionally, the company's 121 drilling rigs are not included in
the company borrowing base calculation. As a result, Unit has
significant alternatives to raise cash.

The stable outlook reflects Moody's expectation that Unit will
continue its conservative financial management strategy and focus
on its operating costs to offset its finding and development cost.
The outlook could also be pressured or the ratings downgraded if
the company were to significantly increase debt and/or outspend
its operating cash flow. To be considered for a positive rating
action, the company should double its current production without
any material increase to its leverage position. A negative rating
action is a possibility if leverage, production or operating costs
deteriorate from current levels.

The B3 rating for the senior subordinated notes reflects both the
overall probability of default of the company, to which Moody's
assigns a PDR of B1, and a loss given default of LGD 5 (83%). The
proposed subordinated notes have a negative pledge from Unit's
subsidiaries. The unsecured revolving credit facility is subject
to a borrowing base, which currently calculates to a maximum size
of $600 million, which exceeds the current credit facility size of
$325 million. The subordination of the notes to the unsecured
credit facility results in the notes being rated two notches
beneath Unit's B1 CFR, in accordance with Moody's Loss Given
Default Methodology.

The principal methodology used in rating Unit was Moody's Global
Exploration and Production (E&P) Rating Methodology published in
December 2010.

Unit Corporation, headquartered in Tulsa, Oklahoma, is a
diversified energy company engaged in exploration and production,
the contract drilling of onshore oil and natural gas wells, and
the gathering and processing of natural gas. Operations are
principally located in the Mid-Continent region, including the
Anadarko, Arkoma, Permian, Rocky Mountains and Gulf Coast Basins.


UNIT CORP: Fitch Initiates Coverage with 'BB' IDR
-------------------------------------------------
Fitch Ratings has assigned these ratings to Unit Corporation:

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

   -- Senior unsecured debt 'BB'; and

   -- Senior subordinated debt 'BB-'.

The Rating Outlook is Stable.

Fitch's ratings are based on UNT's debt-light capital structure,
the company's history of low leverage, management's conservative
financial policies and the company's perceived financial
resiliency to stressed commodity prices. UNT's upstream and
drilling businesses continue to benefit from robust oil prices and
the resulting higher levels of oil drilling activity in the U.S.
UNT's midstream business has indirectly benefited from higher oil
prices through increased pricing for natural gas liquids.

Offsetting factors include weak natural gas prices and the smaller
size of the company's upstream footprint. It is important to note
that given the smaller asset footprint of the company, Fitch views
the company's conservative financial profile as the key driver to
the company's ratings. As a result, failure to maintain a
conservative financial profile would be a key catalyst to negative
rating actions.

UNT is looking to raise approximately $200 million in a 10 year
senior subordinated note offering. Net proceeds will be used to
repay outstanding borrowings under the company's revolving credit
facility and to finance higher capex levels as the company is
likely to outspend cash flows in 2011. Increased capex will
support expanded oil and gas drilling, primarily in the company's
mid-continent properties, as well as capital expenditures in the
company's other two lines of business, contract drilling and gas
gathering and processing.

The senior subordinated notes will be guaranteed on a subordinated
basis by certain material subsidiaries of UNT and for so long as
the notes are not rated 'investment grade' will contain
restrictions on the company's ability to borrow additional money
and under certain circumstances to pay dividends and repurchase
stock. The notes will be repayable at the holder's option
following a 'change of control'.

All debt at UNT resides at the holding company (Unit Corporation)
and is guaranteed by existing and future domestic restricted
subsidiaries. Besides the announced senior subordinated note
offering, the only other debt outstanding relates to the company's
senior unsecured credit facility. The credit facility currently
has $325 million of commitments and at Dec. 31, 2010 UNT had
borrowings of $163 million under the facility which matures in May
2012. The facility is governed by a borrowing base ($600 million
as of April 1, 2011, which will be reduced by approximately $54
million for the proposed note offering) which is supported by the
company's upstream and midstream subsidiaries (note the drilling
subsidiary's cash flows are not included in the borrowing base).
The credit facility is governed by financial covenants for the
current ratio (minimum of 1.0 times [x]), a leverage ratio
(maximum of 3.5x) and a minimum tangible net worth covenant
(minimum of $900 million). The company remains in compliance will
all financial covenants.

UNT's upstream operations are conducted through the wholly owned
subsidiary Unit Petroleum Company and include total proved
reserves at year-end 2010 of 104 million barrels of oil equivalent
(MMboe). Reserves are located predominately in the Anadarko Basin
(55% of total reserves), the Arkoma Basin (19%) and the Gulf Coast
(16%). Full-cycle economics for the company's upstream assets are
reasonable for the rating category and benefit from low production
expenses despite the company's higher F&D costs. For year-end
2010, three-year average FD&A costs are estimated at $25.32/boe
and total cash costs (production expenses, interest expense and
cash taxes) are estimated at $12.71/boe.

UNT's reserves are composed of approximately 32% oil and proved
developed reserves are approximately 80% of total proved reserves.
UNT has a strong track record of growing its reserve base
organically with one and three year average organic reserve
replacement rates of 158% and 145% respectively. Debt levels
remain conservative from both a financial metric perspective
(debt/EBITDA) and on a debt/boe basis. Pro forma for the announced
debt offering, Fitch estimates exploration and production (E&P)
debt-to-boe of proved reserves at $1.15/boe and E&P debt-to boe of
proved developed reserves at $1.44/boe. Note this includes an
allocation of debt to the company's drilling and midstream
operations as well as including asset retirement obligations
(AROs).

UNT's contract drilling operations are conducted through the
wholly owned subsidiary Unit Drilling Company and include the
company's fleet of 122 domestic land drilling rigs. The company's
fleet is composed primarily of 750-2,000 horsepower (hp) rigs
which are capable of targeting the prolific domestic shale plays.
At March 31, 2011, approximately 62% of the rigs were under
contract and the fleet continues to benefit from increasing
dayrates and margins. During 2010 and 2011, UNT has continued to
enhance its drilling fleet with a number of refurbishments (30
rigs) and through the construction of five new 1,500hp, diesel-
electric drilling rigs. Of the five newbuild rigs, one was
completed in March 2011 and all five will go to work in the Bakken
shale under two-year contracts.

UNT's midstream operations are conducted through the wholly owned
subsidiary Superior Pipeline Company, LLC and include the
company's three gas treatment plants, 10 operating processing
plants, and 34 active gathering systems. Operations are conducted
in Oklahoma, Texas, Kansas, Pennsylvania and West Virginia.
Contracts include a mix between fee based contracts (51% of total
volumes in 2010), percent of proceeds (33% of total volumes in
2010) and percent of index (16% of total volumes in 2010). Given
the significant increase in natural gas liquids pricing levels,
margins have increased substantially given the company's exposure
to percent of proceeds and percent of index contracts.

As noted, the company maintains a very conservative financial
profile. At year-end 2010, total debt/EBITDA was a low 0.37x and
interest coverage was a robust 90.2x. During 2010, UNT generated
negative free cash flow (FCF) of approximately $94 million which
was driven by increased capital expenditure levels following the
reduced spending on capex during 2009. It is important to note
that management elected to significantly curb capital spending
during 2009 to maintain an extremely conservative financial
profile during the peak of the economic downturn and resulting low
commodity price realizations in early to mid-2009.

UNT has hedged a significant portion of 2011 and 2012 production
(63% and 48% of oil respectively and 60% and 21% of natural gas
respectively) which should mitigate cash flow sensitivity to
weaker commodity prices. Should commodity prices fall from current
levels, UNT also benefits from significant capital expenditure
flexibility as the company has little required drilling to hold
existing leaseholds by production (HBP).

UNT's operations earned a little over $430 million in EBITDA in
2010, a 19% improvement over 2009 and around 60% of pre-recession
levels. The oil and gas business generated almost 75% of the
company's operating income in 2010. Contract drilling, UNT's
second major earning's contributor, has been EBITDA positive over
the last five years, even through the 2009 recession, and supports
UNT's oil and gas operations where economically feasible. UNT's
gas gathering and processing business is a historically low
volatility earning's contributor with operations concentrated in
the Texas Panhandle and central and western Oklahoma.

Fitch expects a continuation of UNT's recovery in 2011 and does
not foresee leverage exceeding 1.0x. This includes a larger
capital expenditure budget to support an expanded drilling program
in UNT's geographic footprint. UNT has the ability to curtail
capital expenditures if need be should oil and gas prices reverse
their recent upward trend, and management embraces this
philosophy.


U.S. EAGLE: Wins Approval to Employ Tobin & Reyes as Local Counsel
------------------------------------------------------------------
U.S. Eagle Corporation and its affiliated debtors sought and
obtained approval from the U.S. Bankruptcy Court for the District
of New Jersey to employ Tobin & Reyes, P.A. as their local counsel
effective Jan. 6, 2011.

The Debtors tapped the firm to represent them in a lawsuit they
filed against a certain Scott Westphal in a district court in
Florida.  The lawsuit seeks declaration that the termination of
Mr. Westphal did not violate his rights as minority shareholder of
U.S. Eagle, and demands him to return corporate property.

As local counsel, Tobin & Reyes will handle electronic filings,
attend local conferences and court appearances, assist the
Debtors' lead counsel, among other things.  The firm will be paid
on an hourly basis for its services and will be reimbursed for its
expenses.

Tobin & Reyes does not represent or hold any interest adverse to
the Debtors or to the estates.

                         About U.S. Eagle

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Seeks Approval to Employ Three Twenty One as Agent
--------------------------------------------------------------
U.S. Eagle Corporation and its affiliated debtors seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Three Twenty One Capital Partners LLC as their agent in
connection with the sale or disposition of their assets.

Three Twenty One will assist in the marketing or disposition of
the Debtors' assets, facilitate the dissemination of information
to interested buyes, prepare and conduct the sale of the assets,
among other things.

The Debtors proposed to pay the firm a fee, payable in cash at the
closing of the sale of assets.  Specifically, Three Twenty One
will receive:

   (1) 5% of the first $1 million of gross sales proceeds;

   (2) 4% of the proceeds between $1,000,001 and $1,999,999;

   (3) 3% of the proceeds between $2,000,000 and $2,999,999;

   (4) 2% of the proceeds between $3,000,000 and $4,999,999; and

   (5) 1% of the proceeds over $5,000,000.

Pursuant to its engagement agreement with the Debtors, the firm
will be entitled to receive its fee from any purchase made within
12 months by a prospect contacted during the term of their
agreement.

Three Twenty One does not have interest adverse to the interest of
the Debtors' estate, creditors or equity security holders.

                         About U.S. Eagle

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Seeks Sept. 2 Plan Exclusivity Extension
----------------------------------------------------
U.S. Eagle Corporation and its affiliated debtors have asked the
U.S. Bankruptcy Court for the District of New Jersey to extend the
deadline for filing their Chapter 11 plan to Sept. 2, 2011, and
for soliciting acceptances of that plan to Nov. 1, 2011.

                         About U.S. Eagle

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Wants Lease Assumption Deadline Moved to Aug. 4
-----------------------------------------------------------
U.S. Eagle Corporation and its affiliated debtors have asked the
U.S. Bankruptcy Court for the District of New Jersey to give them
until Aug. 4, 2011, to assume or reject their unexpired
nonresidential real property leases.

The deadline for the Debtors to assume or reject their leases
expired on May 6, 2011.

                         About U.S. Eagle

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. FOODSERVICE: $400MM Sr. Unsec. Notes Get Moody's Caa2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to U.S.
Foodservice, Inc.'s proposed $425 million secured term loan due
2017 and a Caa2 rating to its proposed $400 million senior
unsecured notes issue due 2019.  Additionally, given the changes
in the capital structure, Moody's adjusted to B3 from B2, the
ratings on the $1.96 billion senior secured term loan.  All other
ratings for U.S. Foodservice, Inc., including the B3 Corporate
Family and Probability of Default ratings, were affirmed. The
rating outlook remains stable.

Net proceeds from the transaction together with cash and ABL
borrowings, are expected to be used to redeem the $1.0 billion
senior unsecured notes due 2015. Moody's will withdraw the rating
on the 2015 notes upon their full retirement. The assigned ratings
are subject to review of final documentation and no material
change in the terms and conditions of the transaction as advised
to Moody's. Additionally, USF also intends to extend the maturity
of its $1.1 billion asset based revolving credit facility from
2013 to 2016 through an amend and extend transaction. Subsequent
to the completion of the proposed amendment, the ratings on the
asset based revolving credit facility will be withdrawn.

New ratings assigned:

   -- $425 million senior secured term loan due 2017 at B3 (LGD 3,
      47%)

   -- $400 million senior unsecured notes due 2019 at Caa2 (LGD 5,
      86%)

Ratings affirmed and LGD point estimates adjusted include:

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3

   -- $1,100 million asset based revolving credit facility due
      2013 at B2 (LGD 3, 43%) from B2 (LGD 3, 41%)

   -- $521 million senior subordinated notes due 2017 at Caa2 (LGD
      6, 93%) from Caa2 (LGD 6, 94%)

Rating downgraded:

   -- $1,964 million senior secured term loan due 2014 to B3 (LGD
      3, 47%) from B2 (LGD 3, 41%)

RATINGS RATIONALE

"The affirmation of USF's B3 Corporate Family Rating acknowledges
the continuing incremental improvement in its cash flows and
credit metrics resulting from a combination of improved product
and customer mix, supply chain optimization and disciplined
expense reduction, though there remains work to be done on all
fronts," stated Moody's Senior Analyst Charlie O'Shea. "The B3
rating also considers the fact that the proposed financing is
overall leverage neutral, as a result of which the company remains
highly leveraged with weak credit metrics for its rating
category."

While USF's performance has gained traction from an improved
pricing discipline, supply chain optimization and better vendor
costing terms, given its heavy interest burden and capital
expenditure needs, it will be difficult for the company to
significantly reduce debt and materially improve credit metrics
purely from operating cash flows. Additionally, Moody's expects
the effect of higher fuel prices on USF's profitability to be
somewhat muted in the near to medium term, given the company's
ability to assess fuel surcharges, as well as hedge rising fuel
costs through forward purchase contracts.

The B3 rating on the proposed $425 million secured term loan
considers its collateral package consisting of second liens on
assets securing the $1.1 billion asset-based revolving credit
facility and first lien on all other assets of the company,
excluding the assets securing the asset-based securitization
program and the CMBS facility. The B3 rating also reflects the
credit support provided by the proposed $400 million senior
unsecured notes below the secured term loan in the consolidated
capital structure.

The Caa2 rating on the proposed $400 million unsecured notes
reflects their junior position in the capital structure due to
their effective subordination to the secured debt above it.

The adjustment to B3 of the $1.96 billion term loan, results from
its weakened position in the capital structure due to the proposed
net $600 million repayment of unsecured notes that had previously
provided support for these securities.

The stable rating outlook is based on Moody's expectation that
USF's credit metrics will continue to incrementally improve to a
level that is more representative of the current B3 rating. The
stable outlook also reflects Moody's view that the company's
qualitative factors -- a solid franchise and market position --
help to balance out its weak quantitative profile.

At present, there is minimal upward pressure on the company's
ratings given its highly leveraged profile and the aggressive
financial policy mandated by its sponsors. Absent a significant
improvement

in operations, Moody's expects only modest improvements in credit
metrics. Quantitatively, an upgrade could occur if debt/EBITDA
sustains at 6 times, EBITA/interest remains above 1.25 times, and
financial policy remains tempered. In the event that the company's
overall liquidity profile deteriorates, which includes the failure
to refinance the July 2012 CMBS maturity in a timely manner, the
ratings could be downgraded. Also, if credit metrics do not
improve such that debt/EBITDA begins making tangible progress
towards 7 times, or if EBITA/interest falls below 1 time, ratings
could be downgraded.

The principal methodologies used in this rating were Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009, as well as other rating
methodologies.

U.S. Foodservice, Inc. ("USF") is a leading North American food
service marketing and distribution company, with annual revenues
of around $19 billion.


USEC INC: First Amendment to 2009 Equity Incentive Plan Approved
----------------------------------------------------------------
At the 2011 Annual Meeting of Shareholders held on April 28, 2011,
the shareholders of USEC Inc. approved the First Amendment to the
USEC Inc. 2009 Equity Incentive Plan.  The Amendment was adopted
by the Board of Directors of the Company on Feb. 17, 2011, subject
to approval of the shareholders.  As described in the Company's
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on March 17, 2011, the Amendment:

   -- Increases by 3,000,000 (from 4,500,000 to 7,500,000) the
      number of shares with respect to which awards may be granted
      under the Plan;

   -- Modifies the existing "clawback" provision of the Plan to
      also provide that any awards under the Plan will be subject
      to any compensation recovery or "clawback" policy that may
      be adopted by the Board from time to time, including
      retroactively, in order to implement final rulemaking under
      Section 954 of the Dodd-Frank Act or any future changes in
      law or regulation;

   -- Makes more explicit that with respect to all awards whose
      vesting is contingent on performance, no dividends or
      dividend equivalents will be paid unless and until the award
      vests; and

   -- Extends the expiration date of the Plan from Feb. 25, 2019
      to Feb. 17, 2021 (the tenth anniversary of the Board's
      adoption of the Amendment).

USEC's shareholders also voted on five proposals:

   (1) Election of eleven directors to hold office until the next
       annual meeting of shareholders and until his or her
       successor is elected and has qualified.

       * James R. Mellor, Chairman
       * Michael H. Armacost
       * Joyce F. Brown
       * Sigmund L. Cornelius
       * Joseph T. Doyle
       * H. William Habermeyer
       * William J. Madia
       * W. Henson Moore
       * Walter E. Skowronski
       * M. Richard Smith
       * John K. Welch

   (2) Advisory vote on executive compensation.

   (3) One year advisory vote on executive compensation.

   (4) The First Amendment to the USEC Inc. 2009 Equity Incentive
       Plan.

   (5) Ratification of the appointment of PricewaterhouseCoopers
       LLP as the Company's independent auditors for 2011.

                          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 March 31, 2011 showed $4.05 billion
in total assets, $2.71 billion in total liabilities and $1.34
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.


USEC INC: Incurs $16.6 Million Net Loss in March 31 Quarter
-----------------------------------------------------------
USEC Inc. reported a net loss of $16.60 million on $380.50 million
of total revenue for the three months ended March 31, 2011,
compared with a net loss of $9.70 million on $344.70 million of
total revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $4.05 billion
in total assets, $2.71 billion in total liabilities and $1.34
billion in stockholders' equity.

"We've had several important successes thus far in 2011 but we
knew our financial results would be reduced by higher costs," said
John K. Welch, USEC president and chief executive officer.  "We
expect gross profit margins for 2011 will be compressed by higher
production and purchase costs reflected in our average SWU
inventory cost."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Q39QWf

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

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: Dismissal of Writ of Mandate Proceeding Reversed
----------------------------------------------------------
Sierra Club appeals from an order granting the motion of
respondents Imperial County, the Imperial County Planning
Commission, and United States Gypsum Company for reconsideration
and dismissing Sierra Club's proceeding for a peremptory writ of
mandate.  In that proceeding, Sierra Club sought a writ directing
respondents to prepare an Environmental Impact Report in
compliance with the California Environmental Quality Act for the
expansion and modernization of USG's wallboard manufacturing plant
in Plaster City, California.  Sierra Club contends the trial court
lacked jurisdiction to grant reconsideration and exceeded its
authority by dismissing the proceeding.  It maintains dismissal of
its proceeding was unwarranted because it diligently prosecuted
the matter and timely requested a hearing under Public Resources
Code section 21167.4.

In a May 3, 2011 decision penned by Justice Terry B. O'Rourke, the
Court of Appeals of California, Fourth District, Division One,
held that the lower court did not clearly err in reconsidering its
decision.  However, the appeals court held the lower court's
dismissal on grounds of unreasonable or inexcusable delay in
prosecution is without any reasonable justification, and thus was
an abuse of discretion.  Accordingly, the appeals court reversed
the order dismissing Sierra Club's petition.

The appellate case is Sierra Club, Plaintiff and Appellant, v.
Imperial County et al., Defendants and Respondents, United States
Gypsum Company, Real Party in Interest and Respondent, No. D056919
(Calif. App. Ct.).  A copy of the appeals court's decision is
available at http://is.gd/vSJWiMfrom Leagle.com.

                       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.


VILLASENOR INC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Villasenor Inc.
        dba Tacos Don Chente of Long Beach
        101 W. Pacific Coast Highway
        Long Beach, CA 90806

Bankruptcy Case No.: 11-29586

Chapter 11 Petition Date: May 4, 2011

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

Judge: Thomas B. Donovan

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M YASPAN
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: court@yaspanlaw.com

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

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/cacb11-29586.pdf

The petition was signed by Dorian Villasenor, president.


VINCENZA LEONELLI-SPINA: 3rd Cir. Affirms Non-Dischargeability
--------------------------------------------------------------
Vincenza Leonelli-Spina took an appeal from a March 16, 2009
Bankruptcy Court decision in an adversary proceeding granting
summary judgment to creditor James R. Albro.  The Bankruptcy Court
determined that the doctrine of collateral estoppel applied to
prevent Ms. Leonelli-Spina from defending the dischargeability of
her debt to Mr. Albro.  The District Court affirmed the decision
of the Bankruptcy Court, and the Debtor brought the matter before
the U.S. Court of Appeals of the Third Circuit.

On May 4, 2011, the Third Circuit held that there was no error in
the application of the doctrine of collateral estoppel to preclude
Ms. Leonelli-Spina from re-litigating the questions of whether she
had engaged in conduct constituting fraud and breach of fiduciary
duties.  The Third Circuit affirmed.

Ms. Leonelli-Spina was a New Jersey attorney, initially employed
as an associate in the firm of John Feczko. In 1994, the firm
undertook the representation of John R. Albro, a police officer
who was filing suit against his employer.  In the context of this
suit, Mr. Albro directed that the proceeds of his pension checks
should be held in trust by his attorneys.

Ms. Leonelli-Spina separated from the Feczko firm in 1996, and Mr.
Albro remained as her client.  Ms. Leonelli-Spina later claimed
that she and Mr. Albro entered into an hourly fee arrangement.
Mr. Albro, however, asserted that the representation was on a
contingent fee basis.

Mr. Albro's case against his employer was finally settled in 2001.
In addition to back wages and an increased pension as well as
payment for sick leave and other benefits, Mr. Albro's employer
paid him $270,000 for the release of other claims and $165,000 for
attorneys' fees.

Mr. Albro understood that the fee portion of the settlement with
his former employer satisfied his entire fee obligation to Ms.
Leonelli-Spina.  Subsequent to the settlement with his employer,
however, Mr. Albro learned that Ms. Leonelli-Spina had accessed
the trust account into which his pension payments had been
deposited and withdrew funds for counsel fees.  He also learned
that the amounts withdrawn from his trust account were in addition
to the $165,000 allotted to fees in the settlement.

Mr. Albro sued Leonelli-Spina in New Jersey Superior Court.  On
Sept. 10, 2007, the New Jersey Superior Court found that she had
violated the rules of Professional Conduct in withdrawing the
funds, had committed common-law fraud, tortiously converted Mr.
Albro's funds, failed to pay Mr. Albro's taxes, and committed
breach of contract and breach of fiduciary duty.  Compensatory
damages, including interest and penalties, totaling $486,932.28
were awarded.  Because of the death of the trial judge, an award
of punitive damages was delayed until Oct. 3, 2008, when they were
assessed at $350,000, together with $145,297.85 in attorney's fees
and $16,305 in costs.

Ms. Leonelli-Spina filed for bankruptcy on Nov. 1, 2007. On Sept.
15, 2008, the Bankruptcy Court entered an order confirming her
Chapter 11 Plan of Reorganization, and recognizing that the
bankruptcy claim was filed in good faith.

Mr. Albro commenced an adversary proceeding and filed a motion for
summary judgment in the Bankruptcy Court, requesting the court to
find that the New Jersey judgment was not dischargeable in
bankruptcy.  This was so, he claimed, because the debt was
incurred as a result of Ms. Leonelli-Spina's commission of fraud
or defalcation while acting in a fiduciary capacity.  The
Bankruptcy Court agreed, finding that the question of whether Ms.
Leonelli-Spina's actions were fraudulent had been litigated in the
state court action and could not be relitigated in the bankruptcy
proceeding.

The appellate case is, James R. Albro, v. Vincenza Leonelli-Spina,
No. 10-2072 (3rd Cir.).  A copy of the Third Circuit's May 4
Opinion, penned by Circuit Judge Thomas I. Vanaskie, is available
at http://is.gd/rLt21Tfrom Leagle.com.  Circuit Judges Joseph
Scirica and Thomas L. Ambro round up the three-judge panel.


VITRO SAB: Says Ch. 15 Should Stay in NY as Texas Judge Ill
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB argued in a court filing on May 4 that its Chapter 15
case should remain in New York because the bankruptcy judge in
Fort Worth, Texas, is ill.  Holders of some of the $1.2 billion in
defaulted bonds filed a motion to transfer the Chapter 15 case to
Texas.  Vitro filed its second Chapter 15 petition in New York on
April 14 after a judge in Mexico reinstated the previously
dismissed Mexican reorganization.

Mr. Rochelle notes that under bankruptcy law, the court in Texas
with the first-filed case has the right to decide if it will take
a later case filed elsewhere.  Vitro says that the judge in New
York, who had no prior familiarity with Vitro, is in the same
position as the other Texas judges because U.S. Bankruptcy Judge
Russell Nelms, who originally heard Vitro cases, will be off the
bench temporarily. Fintech Investments Ltd., calling itself a
substantial creditor, supports Vitro's bid to keep the Chapter 15
case in New York.


VITRO SAB: Committee Looking for Higher Offer for U.S. Units
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB's official creditors' committee asked for a delay in the
hearing scheduled to begin May 6 in Texas on a motion to approve
sale procedures for the four U.S. Vitro subsidiaries that put
themselves into Chapter 11 in the face of involuntary petitions
filed in November.  With regard to selling the U.S. companies, the
committee is asking the judge for a one-week adjournment of the
hearing for approval of auction procedures.  In the meantime, the
creditors' panel wants to look into a higher offer and investigate
the "independence of the stalking horse bidder."  A union pension
plan supports the creditors and says there is no reason for a
quick sale.

Vitro is seeking approval to engage in a sale process where Grey
Mountain Partners LLC from Boulder, Colorado, would buy Vitro's
U.S. units for $44 million absent higher and better bids at an
auction.  Under the sale contract, Grey Mountain would receive a
3% break-up if it is outbid at the auction.  Vitro competitor Arch
Aluminum & Glass Co. Inc., an affiliate of Sun Capital Partners
Inc., a private-equity investor from Boca Raton, Florida, has come
out in the open, offering to be the stalking horse bidder with a
$45 million bid, and no break-up 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.


VITRO SAB: Proposes Bonus Program for Top Managers
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
to retain top-level managers, Vitro SAB is proposing a bonus
program.  Vitro filed a motion on May 4 for approval of bonus
programs for 17 top executives.  The chief executive officer and
chief financial officer would benefit from an incentive program
that would cost $1.02 million at most.  To qualify, the U.S.
companies must be sold for more than $44 million, the price in the
contract already in hand.  If the sale is more than $44 million
and less than $50 million, the bonus would be 3.75% of the amount
above $44 million.  The executives would receive 4.5% of the price
above $50 million.  The maximum bonus would be earned at a sale
price of about $74.6 million.  For 15 high-level mangers, Vitro is
proposing a bonus pool of $267,700.  To qualify for payment
equaling 12.5% of a year's salary, the managers must still be
employed when the sale of the business is completed.

                       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.


WASHINGTON STATE HOUSING: S&P Raises Revenue Bonds From 'BB/B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Washington
State Housing Finance Commission's variable-rate demand nonprofit
revenue bonds series 2005 (for the Seattle Art Museum project) due
July 1, 2033, to 'AA-/A-1+' from 'BB/B'. "At the same time, we
removed our rating from CreditWatch with negative implications,
where we had placed it on Feb. 7, 2011," S&P noted.

"The 'AA-' long-term component of our rating is based on our long-
term issuer credit rating on U.S. Bank N.A. and addresses full and
timely payments of interest and principal when the bondholders
have not exercised the put option. The 'A-1+' short-term component
of our rating is based on our short-term issuer credit rating on
U.S. Bank N.A. and addresses full and timely payments of interest
and principal when the bondholders have exercised the put option,"
S&P stated.

The rating action reflects the replacement of the letter of credit
(LOC) that Allied Irish Banks PLC (BB/Watch Neg/B) had provided
with a new LOC from U.S. Bank N.A. (AA-/Stable/A-1+). Under the
new LOC, U.S. Bank N.A. fully supports all bond payment
obligations when the bonds are in the daily and weekly interest
rate reset modes. Therefore, our rating applies only during
these rate modes," S&P explained.

S&P continued, "In view of the series 2005 bond structure, changes
to our rating on the daily and weekly rate bonds can result from,
among other things, changes to our ratings on the LOC provider or
amendments to the terms of the transaction. We will maintain our
rating on the bonds as long as they are in the daily or weekly
rate modes and the LOC has not expired or otherwise terminated. If
either of these conditions changes, we will likely withdraw our
rating on the bonds."


WILLOW GLEN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Willow Glen Investments, LLC
        621 Tully Road, A101
        San Jose, CA 95111

Bankruptcy Case No.: 11-54320

Chapter 11 Petition Date: May 4, 2011

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

Judge: Charles Novack

Debtor's Counsel: Anh V. Trinh, Esq.
                  TSAO-WI, CHOW AND YEE, LLP
                  15 N. Market St.
                  San Jose, CA 95113
                  Tel: (408) 293-6275
                  E-mail: avtrinh@hotmail.com

Scheduled Assets: $1,200,700

Scheduled Debts: $3,712,324

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-54320.pdf

The petition was signed by Son Nguyen, president.


WORLDWORKS DEVELOPMENT: Case Summary & 4 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Worldworks Development Group, LLC
        5001 National Western Drive
        Denver, CO 80216-2130

Bankruptcy Case No.: 11-20533

Chapter 11 Petition Date: May 4, 2011

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-20533.pdf

The petition was signed by Thomas R. Anthony, manager.


XERIUM TECHNOLOGIES: Moody's Upgrades CFR to 'B2' from 'B3'
-----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Xerium Technologies, Inc. to B2 from B3. A Ba2 rating was assigned
to a proposed $285 million senior secured credit facility and a B3
rating was assigned to a proposed $240 million senior unsecured
note offering. Additionally, the Speculative Grade Liquidity
Rating was raised to SGL-2 from SGL-3. The rating outlook is
stable.

Xerium is seeking to refinance its existing $20 million revolver,
$416 million second lien term loan and $60 million in first lien
term loans with a new $40 million revolver, a $120 million secured
term loan, Euro 87 million secured term loan, $240 million senior
unsecured notes and a portion of its cash on hand. The refinancing
is expected to be leverage neutral, excluding fees and expenses,
and the revolver is anticipated to be undrawn at close. The
ratings are subject to the conclusion of the proposed transaction
and Moody's review of final documentation.

RATINGS RATIONALE

The upgrade to B2 reflects Xerium improved financial flexibility
with its improved liquidity profile and expectations of leverage
metrics in line with a solid B credit rating. Including Moody's
standard adjustments for items such as operating leases and
pensions, financial leverage (total debt / EBITDA) is expected to
be around 5.5 times over the next 12 to 18 months. Xerium's
sizable market position and moderate geographic diversity also
provide support to the rating. The ratings are constrained by the
company's small revenue base, Moody's expectation that the supply
of clothing and roll covers will remain very competitive and the
inherent vulnerability of earnings to highly cyclical paper
demand, input costs and exchange rates.

The upgrade in the liquidity rating to SGL-2 from SGL-3 reflects
Xerium's improved liquidity profile, characterized by improved
head room under financial covenants, modest cash flow generation,
and approximately $30 million of cash on-hand. The company's
existing revolver is undrawn and the proposed financing will
increase the revolver availability and will improve the company's
debt maturity profile.

The stable outlook reflects Moody's expectation that Xerium will
continue to reduce financial leverage through modest revenue and
earnings growth. The ratings or outlook could be raised over time
if additional debt is retired and financial leverage and interest
coverage approach 4.5 times and 2.5 times, respectively. The
ratings or outlook could be lowered if Xerium loses market share,
margins erode materially, or the company makes sizable debt-funded
acquisitions such that financial leverage approaches 6 times.

Upgrades:

   Issuer: Xerium Technologies, Inc.

   -- Probability of Default Rating, Upgraded to B2 from B3

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
      SGL-3

   -- Corporate Family Rating, Upgraded to B2 from B3

Assignments:

   Issuer: Xerium Technologies Limited

   -- Senior Secured Bank Credit Facility, Assigned a 21 - LGD2 to
      Ba2

   Issuer: Xerium Technologies, Inc.

   -- Senior Secured Bank Credit Facility, Assigned a 21 - LGD2 to
      Ba2

   -- Senior Secured Bank Credit Facility, Assigned a 21 - LGD2 to
      Ba2

   -- Senior Unsecured Regular Bond/Debenture, Assigned a 76 -
      LGD5 to B3

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

Xerium Technologies, Inc., headquartered in Raleigh, NC, is a
manufacturer and supplier of consumable products used primarily in
the production of paper such as paper machine clothing and roll
covers.


XERIUM TECHNOLOGIES: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Raleigh, N.C.-based Xerium Technologies Inc.

"At the same time, we are assigning our 'BB-' issue-level rating
(two notches higher than the CCR) to the company's proposed new
first-lien debt which includes a $40 million revolver, a $120
million term loan, and a ?87 million term loan issued by U.K.-
based subsidiary Xerium Technologies Ltd. The recovery rating is
'1', indicating our expectation of very high (90%-100%) recovery
in a payment default scenario," S&P said.

"We are also assigning a 'B' issue-level rating (the same as the
CCR) to the company's proposed $240 million senior unsecured
notes. The recovery rating on this debt is '4', indicating our
expectation of average (30%-50%) recovery in a payment default
scenario. We expect the company to use proceeds from the new
facility and notes to redeem all outstanding debt under its
existing revolver and term loan. The outlook is stable," S&P
continued.

"We expect Xerium to benefit modestly from the gradual recovery in
global papermaking end markets," said Standard & Poor's credit
analyst Sarah Wyeth. "We believe slow revenue growth and an
operating margin of around 20% will enable the company to maintain
credit measures appropriate for the current rating."

"The ratings reflect our view of the company's weak business risk
profile and highly leveraged financial risk profile. The business
risk profile takes into account the company's presence in the
cyclical and competitive market for papermaking products, limited
end-user industry diversification, and our expectation that
structurally weak medium-term demand in mature markets would
likely continue to pressure prices for the company's products. In
our view, Xerium's relatively variable cost structure and sound
margin profile, as well as its fair geographic diversification,
partially offset these weaknesses. Xerium's geographic
diversification should enable it to benefit from more-positive
industry fundamentals in emerging markets," according to S&P.

The outlook is stable. "We could lower the ratings if Xerium's
operating performance does not stabilize consistent with our
expectations and the company does not use free cash flow to reduce
debt," Ms. Wyeth continued. "If EBITDA declines--and the company
does not reduce debt, which could result in limited EBITDA
headroom over its financial covenants, we could consider
lowering the ratings. Factors that could contribute to such a
scenario would be continued global economic weakness, increased
pricing pressures, and adverse foreign exchange movements. We
could consider raising the ratings if the company improves
leverage to about 4.5x and we expect it to stay at this level,
which we believe Xerium could achieve through revenue growth,
stable operating margins, and by applying free cash flow to debt
reduction. We would also expect the company to adhere to a
financial policy consistent with a higher rating."


YRC WORLDWIDE: Fitch Cuts IDR to 'C'; Bankruptcy Remains Likely
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on YRC Worldwide Inc.
and withdrawn all ratings:

   -- Issuer default rating (IDR) downgraded to 'C' from 'CC';

   -- Secured bank credit facility rating downgraded to 'CCC/RR2'
      from 'B-/RR2';

   -- Senior unsecured rating affirmed at 'C/RR6'.

In addition, Fitch has removed YRCW's ratings from Rating Watch
Negative.

The rating actions follow YRCW's announcement on April 29, 2011
that it had entered into a support agreement with certain of the
company's lenders on a package of actions that will constitute an
out-of-court restructuring of the company. As detailed in the
agreement, the transaction reduces the company's outstanding debt
obligations and increases its liquidity. However, Fitch views the
exchange of new equity for a portion of the outstanding bank debt
obligations (including deferred interest and fees) as a coercive
debt exchange (CDE) according to Fitch's CDE criteria. In
addition, although it appears increasingly likely that the company
will successfully complete the restructuring, until the
transactions constituting the restructuring close, which is not
anticipated until late July 2011, there exists a potential for the
transaction to fail, in which case Fitch expects the company would
be forced to file for Chapter 11 bankruptcy protection.

Although YRCW's lenders will receive a majority ownership stake in
the company following the restructuring, as well as governance
control with a two-thirds majority on the Board of Directors, the
transaction qualifies as a CDE according to Fitch's published
criteria. The latest round of concessions in the company's labor
agreement with the Teamsters is contingent upon the company's
lenders accepting at least a $300 million reduction in principal
and fees owed to them. Not reducing the level of bank debt owed
would have nullified the concession agreement with the Teamsters,
which could have resulted in a liquidity crisis that would have
put the company into bankruptcy. Although the lenders had, and
continue to have, a first priority interest in most of the assets
of the company, a bankruptcy would have been complicated and
likely would have resulted in a delay in recouping amounts owed to
them, likely leaving participation in the out-of-court
restructuring a better, but not ideal, option.

Although the restructuring will result in modestly lower debt on
YRCW's balance sheet, along with extended maturities and somewhat
increased cash liquidity (assuming the lenders purchase the $100
million in new secured convertible notes), Fitch notes that YRCW
will continue to face significant operational challenges and its
post-restructuring leverage will remain high. Ultimately the
company will need to strengthen its operational profile such that
it can generate positive free cash flow on a sustainable basis.
Until that time, the company will continue to run the risk of
another liquidity crisis, and given that it has already undertaken
essentially two out-of-court restructurings, it is likely that
another liquidity squeeze would result in a bankruptcy. Fitch also
notes that an adverse decision in the lawsuit brought against the
company and the Teamsters by Arkansas Best Corporation still could
force YRCW into a bankruptcy filing. It appears that a decision in
that case will be reached in July 2011, around the time that the
restructuring transaction is completed.

From a credit perspective, the key piece of the restructuring
transaction involves the exchange of new convertible preferred
stock, which will automatically convert into new shares of common
stock equal to a 72.5% ownership stake, and $140 million of new
convertible secured notes in exchange for a $305 million reduction
in outstanding principal, interest and fees owed on the company's
secured credit facility (which consists of both a term loan and a
revolving credit facility). YRCW estimates that as of June 30,
2011, prior to the closing of the restructuring transaction, there
will be $247 million in principal outstanding on the term loan and
$134 million in principal outstanding on the revolver, for a total
of $381 million in credit facility debt outstanding. In addition,
the company estimates that, as of June 30, 2011, it will owe the
lenders $166 million in deferred interest and fees, bringing the
total amount owed on the credit facility to $547 million.

To facilitate the reduction in the amounts owed on the credit
facility, YRCW will enter into an amended term loan with an
estimated $242 million in principal outstanding (which equals the
estimated $547 million owed to the banks at June 30, 2011, less
$305 million). An estimated $483 million in outstanding letters of
credit (LCs) issued against the existing revolver will remain in-
place under the amended facility. The maturity of the amended
credit agreement has been extended to March 31, 2015 from Aug. 17,
2012. The maturity of the $140 million in new convertible secured
notes that will be issued to the banks also will be March 31,
2015. In addition to the new secured convertible notes that will
be issued in exchange for a portion of the reduction in
outstanding bank debt, YRCW also will offer the lenders the
opportunity to purchase an additional $100 million in new secured
convertible notes due March 31, 2015, proceeds of which will
provide additional liquidity that the company may use at its
discretion.

In terms of the other debt currently outstanding on YRCW's balance
sheet, there will be no changes to any of the company's
convertible notes, including the 6% notes due 2014, the 3.375%
notes due 2023 or the 5% notes due 2023. The agreement in
principle signed in February 2011 included a provision that would
have exchanged equity for the principle owed on the convertible
notes, but this provision has not been included in the support
agreement. The approximately $152 million secured note owed to
certain of the multi-employer pension plans to which the company
contributes will have its maturity extended to March 31, 2015,
with accrued interest and fees deferred until maturity. Currently,
the pension note requires full repayment over the course of 2011
and 2012. In addition, the approximately $235 million of
borrowings and LCs outstanding on YRCW's existing asset backed
securitization (ABS) facility will be refinanced with proceeds
from a new asset backed loan (ABL) facility.

In addition to the 72.5% of the company's post-restructuring
equity that will be held by YRCW's lenders, an additional 25%
ownership position will be granted to the company's Teamster-
represented employees, leaving existing shareholders with a 2.5%
ownership stake. All of these figures will be subject to dilution,
however, from shares that could be granted as part of a new
management incentive plan, as well as shares associated with both
sets of new convertible notes. On top of their majority ownership
position in the company, the lenders also will have the
opportunity to nominate six members of the company's new nine
member Board of Directors, with the other three directors
consisting of two directors nominated by the Teamsters and the
post-restructuring Chief Executive Officer.

The rating of 'CCC/RR2' on the company's secured credit facility
reflects its substantial collateral coverage and superior recovery
prospects in the 70% to 90% range in a distressed scenario. On the
other hand, the rating of 'C/RR6' on the company's unsecured
convertible notes reflects Fitch's expectation that recoveries on
those notes would be poor, in the 0% to 10% range in a distressed
scenario. The low level of expected recovery for the unsecured
debt is due to the substantial amount of higher-priority secured
debt in the company's capital structure.


YRC WORLDWIDE: CEO & CFO to Step Down After Restructuring
---------------------------------------------------------
Bob Sechler, writing for MarketWatch, reports that YRC Worldwide
Inc. Chief Executive William Zollars said Friday that both he and
interim Chief Financial Officer William Trubeck likely will step
down in late July, when the struggling trucking company aims to
complete a financial restructuring.

"I'm going to be here through the restructuring process" but will
step down upon its completion, Mr. Zollars told analysts on a
post-earnings conference call, according to MarketWatch.  Mr.
Zollars said Trubeck is operating within the same time frame.

YRC last week unveiled details of a crucial financial overhaul
that would dilute the ownership stakes of existing shareholders
almost entirely.  A senior executive called the plan "the best
available alternative" after "a long, difficult struggle over the
last two years."

Shareholders will vote on the plan in late July.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet at Dec. 31, 2010, showed $2.63 billion
in total assets, $2.73 billion in total liabilities and $95.84
million in total shareholders' deficit.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Coastal Bank's Closing Is 40th This Year
------------------------------------------
Coastal Bank, Cocoa Beach, Florida, was closed Friday by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Premier American Bank, National Association, Miami,
Florida, to assume all of the deposits of Coastal Bank.

As of March 31, 2011, Coastal Bank had approximately
$129.4 million in total assets and $123.9 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Premier American Bank, N.A. agreed to purchase
essentially all of the assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $13.4 million.

Coastal Bank is the 40th FDIC-insured institution to fail in the
nation this year, and the fifth in Florida.  The last FDIC-insured
institution closed in the state was Cortez Community Bank,
Brooksville, on April 29, 2011.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party   FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                     Closed Bank  Deposits & Bought   Fund
   Closed Bank       (millions)   Certain Assets      (millions)
   -----------       ----------   --------------      -----------
Coastal Bank             $129.4  Premier American Bank      $13.4

Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* April Bankruptcies Pull Back From March Increase
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that,
according to data from Epiq Systems Inc., bankruptcy filings in
April totaled 129,700, representing a 3% decline from the daily
rate in March and a 7% drop compared with April 2010.  If the pace
continues, 2011 would end up with 1.46 million total bankruptcies,
or 6% fewer than the 1.56 million in 2010.   April's 6,800
commercial bankruptcies were 16% less than in the same month in
2010.  Bankruptcies are down in 48 states, with only Utah and New
Jersey reporting more total bankruptcies this year when compared
with the average rate in 2010.

                            *     *     *

Bankruptcy filings for the 12-month period ending March 31, 2011,
rose 2.6% when compared to bankruptcy filings for the 12-month
period ending March 31, 2010, according to statistics released
Friday by the Administrative Office of the U.S. Courts.  March
2011 bankruptcy filings totaled 1,571,183, with 1,531,997
bankruptcy cases filed in the 12-month period ending March 31,
2010.

The majority of bankruptcy filings involve predominantly non-
business debts. Non-business filings (also called personal or
consumer filings) for the 12-month period ending March 31, 2011,
totaled 1,516,971, up 3% from the 1,470,849 bankruptcies filed in
the 12-month period ending March 31, 2010.

Filings involving predominantly business debts fell. They totaled
54,212, down 11% from the 61,148 business bankruptcies filed in
the 12-month period ending March 31, 2010.

Second Quarter of FY 2011

The first three months of 2011 were the second quarter of the
Judiciary's 2011 fiscal year.  The number of bankruptcies filed
during those three months was 366,178, down 6% from the 388,148
filings in the same quarter of 2010.

Filings by Chapter

For the 12-month period ending March 31, 2011, filings rose for
chapters 7, 12, and 13, while chapter 11 filings fell, compared to
the 12-month period ending March 31, 2010.

     -- Chapter 7 filings rose 2% to 1,118,481, compared to the
        1,100,032 Chapter 7 filings in the 12-month period ending
        March 31, 2010.

     -- Chapter 13 filings rose 5% to 438,788 from the 415,966
        bankruptcies filed in the 12-month period ending March 31,
        2010.

     -- Chapter 11 filings fell 14% to 13,051 from the 15,251.
        Chapter 11 filings in the same time period in 2010.

     -- Chapter 12 filings rose 23% to 743, from the 605 filings
        for the 12-month period ending March 2010.

A copy of the bankruptcy statistics is available at:

                        http://is.gd/GmzuUi


* S&P's Global Corporate Defaults Tally Has Five in 1st Quarter
---------------------------------------------------------------
Globally, five companies -- four public and one confidentially
rated -- defaulted in the first quarter of 2011, said an article
published May 6 by Standard & Poor's Global Fixed Income Research,
titled "Quarterly Default Update and Rating Transitions
(Premium)."

The volume of rated debt affected by defaulters in the first
quarter was $3.62 billion, and the U.S. accounted for $3.41
billion (94%) of the total.  Of the five defaults in first-quarter
2011, four were domiciled in the U.S., and one was based in the
Czech Republic.  For details about the defaults in the first
quarter, see "First-Quarter 2011 Default Synopses (Premium)," also
published May 6.

Globally, credit market conditions continue to improve.  The
quarterly default rate for speculative-grade-rated corporate
entities fell to 0.16% at the end of first-quarter 2011, compared
with 0.59% in the fourth quarter of 2010 and 0.98% in first-
quarter 2010.

"On a trailing-12-month basis, the global speculative-grade
default rate as of March 2011 was 2.1%, down from 8.4% at the same
time this past year and a high of 10% in November 2009," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research.  "The default rate is now at its lowest point since
August 2008, the last reading prior to the collapse of Lehman
Brothers and the ensuing recession in the U.S."

Overall, credit quality has, in our view, continued to stabilize
over the past 18 months, though the number of downgrades has
increased slightly across all regions.  The downgrade-to-upgrade
ratio rose to 1.1% in first-quarter 2011 from 0.64% in the fourth
quarter of 2010, but it's still close to the parity level of 1%.


* BOND PRICING -- For Week From May 2 to 6, 2011
------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
155 E TROPICANA     8.750   4/1/2012     5.000
AHERN RENTALS       9.250  8/15/2013    45.500
AMBAC INC           5.950  12/5/2035    12.538
AMBAC INC           6.150   2/7/2087     0.800
AMBAC INC           7.500   5/1/2023    15.350
AMBAC INC           9.500  2/15/2021    11.750
AMBASSADORS INTL    3.750  4/15/2027    43.520
APPLETON PAPERS     9.750  6/15/2014    77.250
BANK NEW ENGLAND    8.750   4/1/1999    13.500
BANK NEW ENGLAND    9.875  9/15/1999    13.750
BANKUNITED FINL     3.125   3/1/2034     6.750
BANKUNITED FINL     6.370  5/17/2012     5.500
CAPMARK FINL GRP    5.875  5/10/2012    56.625
CS FINANCING CO    10.000  3/15/2012     3.000
DOW-CALL05/11       5.050  5/15/2015    99.755
DOW-CALL05/11       5.650  5/15/2020    98.000
DUNE ENERGY INC    10.500   6/1/2012    75.000
EDDIE BAUER HLDG    5.250   4/1/2014     4.000
EVERGREEN SOLAR     4.000  7/15/2013    28.750
FAIRPOINT COMMUN   13.125   4/2/2018     1.250
FRANKLIN BANK       4.000   5/1/2027     5.490
GBX-CALL05/11       8.375  5/15/2015   102.890
GNW-CALL05/11       6.050  5/15/2023    99.254
GREAT ATLA & PAC    6.750 12/15/2012    26.000
GREAT ATLANTIC      9.125 12/15/2011    22.885
HARRY & DAVID OP    9.000   3/1/2013    24.000
KEYSTONE AUTO OP    9.750  11/1/2013    40.000
LEHMAN BROS HLDG    4.500   8/3/2011    23.750
LEHMAN BROS HLDG    4.700   3/6/2013    23.910
LEHMAN BROS HLDG    4.800  3/13/2014    25.160
LEHMAN BROS HLDG    5.000  2/11/2013    23.875
LEHMAN BROS HLDG    5.000  3/27/2013    24.750
LEHMAN BROS HLDG    5.000   8/5/2015    23.500
LEHMAN BROS HLDG    5.100  1/28/2013    23.375
LEHMAN BROS HLDG    5.150   2/4/2015    24.250
LEHMAN BROS HLDG    5.250   2/6/2012    24.550
LEHMAN BROS HLDG    5.250  2/11/2015    24.625
LEHMAN BROS HLDG    5.625  1/24/2013    24.601
LEHMAN BROS HLDG    5.750  5/17/2013    24.750
LEHMAN BROS HLDG    5.875 11/15/2017    23.625
LEHMAN BROS HLDG    6.000   4/1/2011    15.000
LEHMAN BROS HLDG    6.000  7/19/2012    24.500
LEHMAN BROS HLDG    6.000  6/26/2015    24.000
LEHMAN BROS HLDG    6.000 12/18/2015    24.250
LEHMAN BROS HLDG    6.625  1/18/2012    25.500
LEHMAN BROS HLDG    8.050  1/15/2019    24.250
LEHMAN BROS HLDG    8.500   8/1/2015    24.000
LEHMAN BROS HLDG    8.800   3/1/2015    24.500
LEHMAN BROS HLDG    8.920  2/16/2017    25.750
LEHMAN BROS HLDG    9.000   3/7/2023    23.625
LEHMAN BROS HLDG    9.500 12/28/2022    23.875
LEHMAN BROS HLDG    9.500  1/30/2023    24.000
LEHMAN BROS HLDG    9.500  2/27/2023    23.375
LEHMAN BROS HLDG   10.000  3/13/2023    24.000
LEHMAN BROS HLDG   10.375  5/24/2024    24.500
LEHMAN BROS HLDG   11.000  6/22/2022    24.500
LEHMAN BROS HLDG   11.000  7/18/2022    23.875
LEHMAN BROS HLDG   11.000  8/29/2022    24.375
LEHMAN BROS HLDG   11.000  3/17/2028    23.750
LEHMAN BROS HLDG   12.120  9/11/2009     5.390
LEHMAN BROS HLDG   22.650  9/11/2009    24.000
LEHMAN BROS INC     7.500   8/1/2026    14.000
LTX-CREDENCE        3.500  5/15/2011    95.333
MAJESTIC STAR       9.750  1/15/2011    20.125
MISBAP-CALL05/11    8.200  5/15/2025    98.277
MOHEGAN TRIBAL      8.375   7/1/2011    91.000
NEWPAGE CORP       10.000   5/1/2012    58.625
NEWPAGE CORP       12.000   5/1/2013    28.500
RASER TECH INC      8.000   4/1/2013    29.760
RESTAURANT CO      10.000  10/1/2013    13.000
RIVER ROCK ENT      9.750  11/1/2011    87.000
SBARRO INC         10.375   2/1/2015    20.550
TEXAS COMP/TCEH     7.000  3/15/2013    29.000
THORNBURG MTG       8.000  5/15/2013     4.010
TIMES MIRROR CO     7.250   3/1/2013    52.500
TOUSA INC           9.000   7/1/2010    13.500
TRANS-LUX CORP      8.250   3/1/2012    14.000
TRANS-LUX CORP      9.500  12/1/2012    15.250
TRICO MARINE        3.000  1/15/2027     4.750
VIRGIN RIVER CAS    9.000  1/15/2012    48.500
WASH MUT BANK FA    5.650  8/15/2014     0.270
WCI COMMUNITIES     7.875  10/1/2013     0.400
WCI COMMUNITIES     9.125   5/1/2012     3.700
WOLVERINE TUBE     15.000  3/31/2012    30.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***