TCR_Public/110510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 10, 2011, Vol. 15, No. 128

                            Headlines

20 BAYARD: Hearing on Case Conversion Adjourned Until Thursday
524 HOWARD: Amends Schedules of Assets and Liabilities
524 HOWARD: Amends List of Largest Unsecured Creditors
524 HOWARD: Wants Access to Howard Street's Cash to Maintain Asset
AGE REFINING: Trustee Wants to Hire Travis Wolff as Accountants

AIRPARK VILLAGE: Taps Larry Engrav to Assist in Accounting Needs
ALLEN CAPITAL: Plan Solicitation Period Extended Until May 23
ALLY FINANCIAL: Reports $146 Million Net Income in 1st Quarter
ALT HOTEL: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: Underwriters, Firm to Settle Class Action

AMBAC FINANCIAL: U.S. Trustee Objects to Certain Fees
AMBAC FINANCIAL: AAC Delays Payment on Policy Claims Under Plan
AMBAC FINANCIAL: Court Dismisses AAC Claim vs. Credit Suisse
AMERICAN AXLE: Stockholders Elect Four Directors
AMERICAN GENERAL: AM Best Puts 'C++' FSR Under Review

AMERICAN MEDICAL: AM Best Affirms 'B-' Financial Strength Rating
AMERICAN STERLING: AM Best Upholds 'C++' Financial Strength Rating
AMR CORP: American Airlines April Traffic Increased by 2.7%
BARNES BAY: Disclosure Statement Hearing on May 13
BCBG MAX: S&P Raises CCR to 'B-' on Improving Liquidity

BOISE CASCADE: S&P Affirms 'B+' CCR; Outlook Revised to Negative
BORDERS GROUP: Courier Corp. Covers Bad Debt of $750,000
BOWE SYSTEC: U.S. Trustee Forms 5-Member Creditors Committee
BRIGHAM EXPLORATION: Reports $1.55-Mil. 1st Quarter Profit
CAESARS ENTERTAINMENT: Unit Seeks to Amend Sr. Credit Facilities

CAPITAL HOME: Court to Hear Bank's Dismissal Plea Tomorrow
CARIBE MEDIA: S&P Lowers CCR to 'D' After Bankruptcy Filing
CASCADE BANCORP: Reports $31-Mil. First Quarter Net Income
CATALYST PAPER: DBRS Confirms 'CCC' Issuer Rating
CATHOLIC CHURCH: Davenport Submits 3rd Annual Report

CATHOLIC CHURCH: Milwaukee Wants Until Nov. 1 to File Plan
CATHOLIC CHURCH: Wilmington Plan Outline Hearing Set for May 16
CATHOLIC CHURCH: Wilm. Committee Wants Rutter as Arbitrator
CFRI/GREENLAW: Wants Until Aug. 19 to File Reorganization Plan
CHRYSLER LLC: Intends to Repay Government Loan before June 10

CIRCLE ENTERTAINMENT: Borrows $500,000 from Directors, Executives
CIT GROUP: DBRS' B Issuer Rating Unmoved By Q1 Fin'l Results
CLEARWIRE CORP: Incurs $833.8-Mil. Net Loss in First Quarter
COMMUNITY CENTRAL: Board Dismissed, Exec. Officers Terminated
COMPOSITE TECHNOLOGY: Taps Marsch Fischmann as Special IP Counsel
COMPOSITE TECHNOLOGY: Taps McIntosh Group as Special IP Counsel

CONTESSA PREMIUM: Committee Has OK for Arent Fox as Counsel
CONVERSION SERVICES: Scott Newman Resigns from Board of Directors
CORELOGIC INC: S&P Gives 'BB+' Rating on Sr. Secured Credit
CROWN MEDIA: Reports $47.5-Mil. Net Income in March 31 Qtr.
CRUCIBLE MATERIALS: Inks $3.8M Deal Over Wis. Steel Plant Cleanup

CRYSTAL CATHEDRAL: Wants Until May 31 to Propose Chapter 11 Plan
DAYTON OAKS: Court Confirms Amended Plan of Reorganization
DIABETES AMERICA: MetroBank N.A. Consents to Revised Cash Budget
DOVEVIEW LLC: Reorganization Case Converted to Ch. 7 Liquidation
DUTCH GOLD: Steven Keaveney Resigns; Tom Leahey Appointed CFO

DYNEGY INC: Elects Michael Embler to Board of Directors
E*TRADE FINANCIAL: DBRS Puts 'B' Issuer & Senior Debt Rating
EAST BAY: Hearing on Plan Outline Continued to May 24
EATON MOERY: Plan Outline Approved; Court Sets July 31 Bar Date
ECOSPHERE TECHNOLOGIES: Services Agreement Kept Confidential

ENCORIUM GROUP: Term of Finnvera Loan Facility Extended to 2013
ENERGAS RESOURCES: Delays Filing of Annual Report on Form 10-K
ENVIRONMENTAL INFRASTRUCTURE: Amends Form 10-K; Posts $2MM Loss
EQUIPMENT MANAGEMENT: Court Approves Brian Shapiro as Trustee
FAIRFAX CROSSING: Files Joint Plan; Creditors to be Paid Over Time

FIRST DATA: Incurs $184.5-Mil. Net Loss in First Quarter
FIRSTPLUS FIN'L: Ch. 11 Trustee Wants Former Board Investigated
FIRST SECURITY: Engages Triumph Investment Managers
FLINT TELECOM: Kodiak to Resell up to 36 Million Common Shares
FORD MOTOR: DBRS Puts 'BB' Rating on $1.25BB Sr. Unsecured Notes

FUSION TELECOMMUNICATIONS: Borrows $51,000 from Marvin Rosen
GMX RESOURCES: Closes Lease Acquisition Pact with Arkoma, et al.
GSC GROUP: Disclosure Statement Hearing Set for May 25
H&S JOURNAL: Section 341(a) Meeting Set for May 12
HARRISBURG, PA: Reviews Two Offers for Incinerator

HAWKER BEECHCRAFT: Delivers 66 Aircraft in First Quarter
HCA HOLDINGS: Posts $334 Million Net Income in First Quarter
HERITAGE CONSOLIDATED: Can Obtain Premium Financing from PAC
HORIZON LINES: Reaches Agreement with CSX Corporation
HOVNANIAN ENTERPRISES: Completes $12MM Secured Notes Offering

IL LUGANO: Hearing on Creditors' Conversion Plea Today
IMAGEWARE SYSTEMS: Presented at Taglich 8th Annual Conference
INDIANA EQUITY: Case Summary & 15 Largest Unsecured Creditors
INNKEEPERS USA: Shareholders Dispute Sale of 5 Hotels
INNOVIDA HOLDINGS: Ch. 11 Trustee Seeks to Help Worker at UAE Unit

JACKSON HEWITT: NYSE Suspends Common Stock; Shares on OTC Market
KANSAS CITY SOUTHERN: S&P Puts 'BB-' Rating on $200MM Sr. Notes
KINGSWAY AMIGO: AM Best Cuts Financial Strength Rating to 'C++'
LABELCORP HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
LAX ROYAL: Can Use MSCI 2006-IQ11 Cash Collateral Until June 10

LAX ROYAL: Files Plan; Creditors to be Paid Over Time
LEE ENTERPRISES: Withdraws $1.055BB Proposed Private Offering
LEGACY AT JORDAN: Cash Collateral Hearing Continued Until May 13
LEHMAN BROTHERS: Axa, BNP, BNY Agree on Return of Funds
LENNY DYKSTRA: Indicted for Bankruptcy Fraud

LEVELLAND/HOCKLEY: Sec. 341 Creditors' Meeting Set for June 2
LEVELLAND/HOCKLEY: Has Financing From Unnamed Biofuel Firm
LEVELLAND/HOCKLEY: Projects $100T Weekly Cash Burn in June
LITHIUM TECHNOLOGY: Arch Hill Discloses 48.37% Equity Stake
LOCATEPLUS HOLDINGS: Dismisses Livingston & Haynes as Accountants

LV KAPOLEI: Meeting of Creditors Scheduled for May 24
MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'E'
MGM RESORTS: Incurs $89.9 Million Net Loss in 1st Quarter
MGM RESORTS: Dubai World Discloses 5.3% Equity Stake
METOKOTE CORP: S&P Affirms 'CCC+' CCR: Outlook Developing

METROPARK USA: Going Out Of Business; Closing All 69 Stores
MOHEGAN TRIBAL: Reports $24.7 Million Net Income in Q2 2011
NATIONAL FINANCIAL: AM Best Cuts Financial Strength Rating to 'B-'
NEC HOLDINGS: Has Until July 5 to File Plan
NEC HOLDINGS: Has Authority to Hire CB Richard Ellis as Broker

OK ETON: Court Reschedules Plan Confirmation Hearing to May 18
PACIFIC CAPITAL: DBRS Puts 'B' Issuer & Senior Debt Ratings
PARLAY ENTERTAINMENT: Taps BDO Canada to Assist in Restructuring
PITTSBURGH GLASS: S&P Puts B+ Corp. Credit Rating; Outlook Stable
PLATINUM PROPERTIES: PNC Drags Arbor in Preference Dispute

PLATINUM PROPERTIES: Wants to Use Sale Proceeds to Fund Bankruptcy
POLISH ROMAN: AM Best Affirms 'C++' Financial Strength Rating
PROFESSIONAL LIFE: AM Best Affirms 'C+' Financial Strength Rating
POMPANO CREEK: U.S. Trustee Won't Form Creditors Committee
PRECISION OPTICS: Maturity of $600,000 Notes Extended to May 13

PRM SMITH: Files Plan Outline; FirstBank to Be Paid Over 5 Years
PROCONN LLC: Court Approves BKD LLP as Auditor
QUALITY DISTRIBUTION: Reports $2.72MM Net Income in Q1 2011
REALOGY CORP: Incurs $237 Million Net Loss in Q1 2011
REVLON CONSUMER: To Replace 2010 Bank Loan with $800MM Term Loan

REVLON CONSUMER: Proposed 2011 Facility Expected to Close in May
RONSON CORP: Plan Confirmation Hearing Adjourned to May 26
ROTHSTEIN ROSENFELDT: Partner Agrees to Pay Firm Trustee $1.6 Mil.
ROYAL HOSPITALITY: Plan Outline Hearing Continued Until May 25
RSM RESIDENTIAL: Taps Province West as Broker

SALLY BEAUTY: Reports $49.3-Mil. Net Earnings in March 31 Qtr.
SALLY HOLDINGS: Reports $50.5-Mil. Profit in March 31 Quarter
SECURUS HOLDINGS: S&P Rates $268MM First-Lien Credit Facility 'B+'
SHA LLC: AM Best Upgrades 'B' Financial Strength Rating
SINCLAIR BROADCAST: Reports $15.1-Mil. Profit in 1st Quarter

STILLWATER MINING: Reports $36.2-Mil. Profit in March 31 Quarter
SUPERIOR BANCORP: Delisted from NASDAQ Stock Market
SURGERY CENTER: S&P Puts 'B+' Corp. Credit & Issue-Level Ratings
SYNTAX-BRILLIAN: FTI Settles Firm's Shareholder Fraud Claims
TAPATIO SPRINGS: Taps The Law Firm of Dean W. Greer as Counsel

TENET HEALTHCARE: Rejects Community Health's Improved Offer
TRIBUNE CO: Court Sets Briefing Schedule for Competing Plans
TRIBUNE CO: Proposes To Sell Columbia Property for $3.85-Mil.
TRISTAR INSURANCE: AM Best Puts 'C-' Financial Strength Rating
TROPICANA ENT: Hearing Tomorrow on Fee Allocation Dispute

TROPICANA ENT: Adamar of NJ Seeks Dismissal of Ch. 11 Cases
TROPICANA ENT: Adamar Seeks to Reclassify Columbia's Admin. Claim
UNI-PIXEL INC: To Present at MDB Capital's Annual Conference
UNIVERSAL CASUALTY: AM Best Cuts Financial Strength Rating to 'D'
USEC INC: Incurs $16.60 Million Net Loss in March 31 Quarter

VISICON SHAREHOLDERS: Court Cancels May 4 Plan Outline Hearing
VISUALANT INC: Incurs $513,912 Net Loss in March 31 Quarter
VISUALANT INC: Stockholders Elect 8 Directors at Annual Meeting
WAVE HOUSE: Plan Exclusivity Extension Hearing on June 9
WESTINGHOUSE AIR: S&P Raises CCR to 'BB+'; Outlook Is Stable

WESTSIDE MEDICAL: Court Approves Peregrine Realty as Appraiser
WHARFSIDE ASSOCIATES: Court Considers Case Dismissal on May 17
WIKILOAN INC: Delays Filing of Annual Report on Form 10-K
WOLVERINE TUBE: Seeks Pension Plan Termination
ZOEY ESTATES: Voluntary Chapter 11 Case Summary

* Business Bankruptcies Fall 11%, Other Filings Rise
* Four California School Districts on the Brink of Insolvency
* Credit Limits Rise for First Time Since Q3 2008

* Moody's Says Global Default Rate Falls to 2.3% in April

* Large Companies With Insolvent Balance Sheets


                            *********


20 BAYARD: Hearing on Case Conversion Adjourned Until Thursday
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
adjourned until May 12, 2010, at 9:00 a.m., the hearing to
consider the motion to convert the Chapter 11 case of 20 Bayard
Views, LLC.

Creditor W Financial Fund, LP, asked that the Court convert the
Debtor's case to one under Chapter 7 of the Bankruptcy Code, or in
the alternative, appoint a Chapter 11 Trustee because:

   -- the Debtor and its CRO, Martin Ehrenfeld, do not take their
      fiduciary duties seriously, concealing misconduct from
      creditors and from the Court; and

   -- the Debtor's refusing to, among other things: pay taxes when
      due; and make monthly adequate protection payments pursuant
      to cash collateral stipulations, constitute dishonesty or
      gross misconduct.

W Financial is represented by:

         Andrew C. Gold, Esq.
         Hanh V. Huynh, ESq.
         HERRICK FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016
         Tel: (212) 592-1400
         Fax: (212) 592-1500
         E-mail: agold@herrick.com
                 hhuynh@herrick.com

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


524 HOWARD: Amends Schedules of Assets and Liabilities
------------------------------------------------------
524 Howard, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California an amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $38,675,000
  B. Personal Property              $184,147
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,799,500
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,140,323
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,383,341
                                 -----------      -----------
        TOTAL                    $38,859,147      $29,326,164

                       About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at Macdonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.


524 HOWARD: Amends List of Largest Unsecured Creditors
------------------------------------------------------
524 Howard, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California an amended list of creditors
holding 20 largest unsecured claims, disclosing:

Name of Creditor              Nature of Claim     Amount of Claim
----------------              ---------------     ---------------
San Francisco Tax Collector   Property Taxes         $868,250
P.O. Box 7426
San Francisco, CA
94120-7426

San Francisco Tax Collector   Property Taxes         $272,072
P.O. Box 7426
San Francisco, CA
94120-7426

First Trust Company of
Onaga                         Secured Loan            $200,000

Karen Chopra Living Trust     Secured Loan            $200,000

Stein & Lubin LLP             Attorney's Fees           $6,675

Orrick, Herrington, et al.    Attorney's Fees           $1,365

CT Corp                       Dom Rep                     $257

                       About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at Macdonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $38,859,147 in
assets and $29,326,164 in liabilities as of the Chapter 11 filing.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.


524 HOWARD: Wants Access to Howard Street's Cash to Maintain Asset
------------------------------------------------------------------
524 Howard, LLC, asks the U.S. Bankruptcy Court for the Northern
District of California to approve a stipulation authorizing the
Debtor to access the cash collateral of the secured creditor
Howard Street Property Investors, LLC.

The stipulation was entered between the Debtor and Howard Street.

The Debtor will use the cash collateral to preserve the real
property located in 524 Howard Street, San Francisco, California,
or securing the obligations creating the cash collateral,
including repairs, upkeep, management fees, labor, insurance,
taxes; and adequate protection payments to the lender.

The stipulation provides that the lender consents to the use of
the cash for a term ending on the earlier of, among other things:
(i) dismissal of the case; (ii) appointment of a trustee or
examiner; (iii) conversion of the case; and sale the subject
property.

HSPI will be granted an on-going postpetition lien in the real
property and rents, profits and proceeds to protect against the
diminution in value of its prepetition collateral equal to the
amount of all cash collateral collected by the Debtor.

Howard Street Property Investors, LLC is represented by:

          Mark J. Romeo, Esq.
          LAW OFFICES OF MARK J. ROMEO
          235 Montgomery Street, Suite 410
          San Francisco, CA 94104
          Tel: (415) 395-9315
          Fax: (415) 395-9318
          E-mail: romeolaw@msn.com

                       About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at Macdonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $38,859,147 in
assets and $29,326,164 in liabilities as of the Chapter 11 filing.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.


AGE REFINING: Trustee Wants to Hire Travis Wolff as Accountants
---------------------------------------------------------------
Eric J. Moeller, the Chapter 11 trustee assigned in the Chapter 11
case of Age Refining, Inc., asks the U.S. Bankruptcy Court for the
Western District of Texas to employ Travis Wolff, LLP as
accountants.

The firm will provide accounting and bookkeeping assistance, cash
management assistance, including processing of checks, payroll,
deposits and other cash transaction, preparations of schedules as
required, and consulting on accounting, business and tax matters.

The trustee relates that Gary Hoyack, CPA, assurance partner, and
Kelly Land, accounting associate, will act as lead accountants in
the Debtor's case.  Their hourly rates are:

     Mr. Hoyack              $275
     Ms. Land                 $75

To the best of the trustee's knowledge, the firm is a
?disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         TRAVIS WOLFF, LLP
         9901 IH-10, Suite 500
         San Antonio, TX 78230
         Tel: (210) 820-3900
         E-mail: ghoyack@traviswolff.com

                       About Age Refining

AGE Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
at Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.  About $29.6 million is owed to a group of
Construction Lenders led by JPMorgan Chase Bank, N.A., and
Chase Capital Corporation, and about $10 million is owed to
a group of Junior Lenders.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.


AIRPARK VILLAGE: Taps Larry Engrav to Assist in Accounting Needs
----------------------------------------------------------------
The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for the
for the District of Colorado authorized Airpark Village, LLC, to
employ Larry Engrav, CPA as accountant.

Mr. Engrav is assisting the Debtor with the preparation of the
monthly financial reports, with its analysis of its financial
affairs and restructuring needs, preparation of tax returns, with
all of its accounting needs in this bankruptcy case.

As of the filing of the bankruptcy case, Engrav & Associates, P.C.
was owed $3,153 for its pre-bankruptcy services.  Engrav &
Associates, P.C., has agreed not to collect the amounts from the
bankruptcy estate or to make a claim for the amounts.

The hourly rates of the firm's personnel are:

     Mr. Engrav                               $165
     Support staff, including associates    $40 - 135

To the best of the Debtor's knowledge, Mr. Engrav is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Engrav can be reached at 6750 South Lima Street, Englewood,
Colorado and Denver, Colorado, Tel: (303) 792-7372.

                    About Airpark Village, LLC

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $15,112,195 in assets and $8,564,158 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the Debtor's Chapter 11 case.


ALLEN CAPITAL: Plan Solicitation Period Extended Until May 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended Allen Capital Partners, LLC, et al.'s exclusive period to
solicit plan acceptances for the proposed Plan of Reorganization
until May 23, 2011.

A hearing on any requested further extension of plan exclusivity
is continued to May 18, at 1:30 p.m. without further notice.  Any
objections to the Plan must be filed by May 11.

The Court also ordered that the hearing on the Debtors' disclosure
statement, is set to commence on May 18, at 9:00 a.m.  The Court
has set aside May 18, at 9:00 a.m. and May 19, at 9:00 a.m. for
the continued hearing on Debtors' disclosure statement.

The Court added that if by May 23, an order is entered approving
the Debtors' disclosure statement, then the exclusive period for
the Debtors to solicit plan acceptances is further extended to
June 27, without further order.

The hearing on confirmation of the Debtors' plan, is provisionally
set to commence on June 21, at 9:00 a.m. and continue until
June 23, if necessary.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on April 19,
Allen Capital Partners LLC, DLH Master Land Holding LLC, Richard
S. Allen Inc. and Richard S. Allen filed with the Court their
Fourth Joint Plan of Reorganization and accompanying Disclosure
Statement on April 4.

The Plan, as amended, contemplates that the Debtors will obtain
sufficient Exit Financing from (i) sales, (ii) insiders, (iii)
third parties, or (vi) a combination of the three to enable the
Debtors to pay all Administrative and non-tax Priority Claims,
other than the Debtor-in-Possession Financing, in full on the
effective date of the Amended Plan.

The Debtors would have preferred to exit Chapter 11 utilizing
third party debt or equity financing through obtaining a specific
joint venture partner for ACP's subsidiary LPKC and a joint
venture partner for DLH, according to the Disclosure Statement.
Although active negotiations continue concerning a potential joint
venture at LPKC and a letter of intent has been received governing
vertical development at LPKC, the Debtors say they cannot continue
to wait in soliciting votes for financial restructuring.

Availability of Exit Financing is a condition for the Amended Plan
of either Debtor to become effective, and the Debtors believe that
those funds will be available.

Since the original Plan, the Debtors have met with representatives
of the Official Committee of Unsecured Creditors of DLH and ACP,
and have been requested to make a variety of changes in the
Amended Plan.  The Amended Plan now clarifies that the Debtors are
offering each Unsecured Creditor the ability to elect that any
part of its claim can be reduced by 50% and paid on an accelerated
basis compared to other unsecured claims.

With the exception of Ed Romanov, who reached his own separate
settlement, every creditor can accept the blended claim recovery
which he/she deems best for them.  The Debtors assert that this is
a change in the Plan language and not a change in Plan concept.

The Amended Plan has many changes pertain to issues of governance.
Assuming that the Unsecured Creditor Classes of DLH and ACP each
vote in favor of the Amended Plan, ACP and DLH will each have at
least one member of the Board of Directors representing unsecured
creditors until all unsecured claims in that entity have been paid
in accordance with the Amended Plan.  Transactions with insiders
or affiliates of the Reorganized Debtors, except for specified
transactions described in the Amended Plan, will require unanimous
Board approval.

The definitions of DLH Net Sales Proceeds and ACP Net Sales
Proceeds, as well as ACP Unsecured Creditor Net Proceeds, have
been clarified in the Amended Plan.  DLH Unsecured Creditors Net
Sales Proceeds has been broadened to include proceeds from certain
financing transactions.  Further, the Creditors Committee
requested and the Debtors agreed that all cash balances of the
Reorganized Debtors in excess of the cash required for working
capital needs would be distributed to creditors.

The Debtors have also agreed that Reorganized DLH would be
required to distribute at the end of each calendar quarter all
cash in excess of $2.75 Million and Reorganized ACP would be
required to distribute all cash excess of $1.5 Million at the end
of each calendar quarter.  The Excess Cash could distributed only
for (a) repayment of the Term Loan, (b) repayment of any other
Exit Financing, (c) payments of principal and interest on Secured
Claims, and (d) distributions to Unsecured Creditors.  Although
the Reorganized Debtors would retain discretion over how any
Excess Cash was distributed, this requirement should accelerate
payments to Creditors.

Substantial consummation has been redefined as including
completion of all acts required to be undertaken within 90 days
after the Effective Date.  The Creditors Committee continues in
existence until the Consummation Date under the Amended Plan,
rather than the Effective Date.

All professional fees claimed by the DIP Lenders in converting to
term loans have been made subject to Court approval.

As a member of the Board of Directors of ACP or DLH, the Unsecured
Creditor designated member has input into the decisions pertaining
to objections to claims and compromise of objections and neither
Reorganized Debtor can merge, dissolve or sell substantially all
assets without a unanimous Board vote.

The provisions for General Discharge of claims against affiliates
and principals have been deleted under the Amended Plan.  The
Class B Preferred Callable Membership Interests in DLH are no
longer callable prior to payment in full of Allowed Unsecured
Claims.

The limits on equity distributions at Reorganized DLH have been
tightened so that no distribution can occur unless holders of DLH
Allowed Unsecured Claims have received at least interest payable
plus principal based upon equal quarterly payments on a 10 year
amortization.

Cash Distributions to be made pursuant to the Amended Plan will be
made from (i) Exit Financing on hand on the Effective Date, (ii)
cash proceeds received by the Debtors from the liquidation of
assets as of the Effective Date and other funds then available,
and (iii) to the extent that Cramdown is necessary for either DLH
or ACP or both, cash contributions made to ACP and DLH, as
applicable, in exchange for new Equity Interests in Reorganized
DLH, as the case may be.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/AllenCapital_4thAmendedDS.pdf

                       About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


ALLY FINANCIAL: Reports $146 Million Net Income in 1st Quarter
--------------------------------------------------------------
Ally Financial Inc. reported net income of $146 million for the
first quarter of 2011, compared to $162 million for the first
quarter of 2010.  Net income was favorably affected by an income
tax benefit resulting from a $101 million reversal of valuation
allowance in Canada.  Core pre-tax income, which reflects income
from continuing operations before taxes and original issue
discount (OID) amortization expense primarily from bond exchanges,
totaled $428 million in the first quarter of 2011, compared to
$584 million in the comparable prior year period.

"Ally has reported consistently profitable results for more than a
year, and we are encouraged with the transformation to date and
the progress we continue to see in the business," said Chief
Executive Officer Michael A. Carpenter.  "Our auto franchise is
flourishing, as we continue to generate strong origination volume
from an increasingly diversified customer base.  Additionally, the
consumer value-proposition at Ally Bank continues to resonate as
our customer base grows and satisfaction levels remain in the top
quartile.  While core pre-tax income was lower due to the
moderation of certain factors that benefited us last year, we
expect profitability to improve over time, as our cost of funds
continues to decline, our credit mix becomes more balanced and the
original issue discount from bond exchanges runs off.

"We also took some very important steps during the quarter toward
repaying the U.S. taxpayer's investment in Ally, including the
sale of $2.7 billion of Ally trust preferred securities to third-
party investors."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Wb28uF

                        About Ally Financial

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

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

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

                          *     *     *

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

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

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

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

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


ALT HOTEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ALT Hotel, LLC
        701 North Michigan Avenue
        Chicago, IL 60611

Bankruptcy Case No.: 11-19401

Chapter 11 Petition Date: May 5, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Neal L. Wolf, Esq.
                  NEAL WOLF & ASSOCIATES, LLC
                  155 N. Wacker Drive, Suite 1910
                  Chicago, IL 60602
                  Tel: (312) 228-4990
                  Fax: (312) 228-4988
                  E-mail: nwolf@nealwolflaw.com

Debtor's
Co-Counsel:       O'ROURKE & MOODY

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

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

The petition was signed by Joseph Iacono, authorized signatory of
Hotel Allerton Mezz, LLC, sole member.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
PETRA Fund REIT Corp.                 10-15500            10/20/10

ALT Hotel's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Herelu Welfare Funds               Employee Related        $91,191
55 West Van Buren, Suite 500       Debt
Chicago, IL 60605

Unite Here National                Employee Related        $36,786
Retirement Fund                    Debt
6 Blackstone Valley Place
Lincoln, RI 02865

US Foodservice                     Trade Debt              $36,473
800 Supreme Drive
Bensenville, IL 60106

United Healthcare                  Insurance               $25,167

Liberty Mutual Insurance Co.       Insurance               $21,015

Park One                           Trade Debt              $18,585

Five Star Laundry Chicago LLC      Trade Debt              $14,968

Guest Supply                       Trade Debt              $10,457

Lodgenet Interactive Corporation   Trade Debt              $10,406

Redwood Systems Group              Trade Debt               $7,080

Testa Produce Inc.                 Trade Debt               $7,004

National Decorating Service        Trade Debt               $6,025

IUOE Local 399                     Employee Related         $5,309
                                   Debt

Flexprint                          Trade Debt               $5,213

Southern Wine & Spirits of         Trade Debt               $5,191
Illinois

Wirtz Beverage                     Trade Debt               $5,116

Central Pension Fund               Employee Related         $5,089
                                   Debt

XO Communications                  Trade Debt               $4,927

Southern Audio Visual              Trade Debt               $4,917

Chicago Convention & Tourism       Trade Debt               $4,209
Bureau


AMBAC FINANCIAL: Underwriters, Firm to Settle Class Action
----------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Ambac Financial
Group Inc. and a slew of underwriters agreed Friday to pay $33
million to settle a shareholder putative class action in New York
that accused the Company of lying about its practice of insuring
risky financial products.

Under a deal Ambac and its directors and officers struck with the
plaintiffs, the bond insurer will hand over $2.5 million that it
previously placed in an escrow account, and Ambac's directors and
officers policy insurers will shell out $24.6 million in cash,
according to Law360.

                       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.


AMBAC FINANCIAL: U.S. Trustee Objects to Certain Fees
-----------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, made comments on
the applications for allowance of fees, totaling $8,336,483, and
expenses, totaling $916,763, incurred by professionals in
relation to the Debtor's bankruptcy cases for the period from
November 8, 2011 to February 28, 2011.

The U.S. Trustee specifically recommends a reduction of 75% or
$142,180 of $189,574 fees charged by Dewey & LeBoeuf LLP under
the category "Billings/Fee Application D&L."  The U.S. Trustee
also objects to the time entries marked by "RV" in the attached
timesheets to the application.  Absent certification that they
are in compliance with Section E(2) of the Amended Guidelines,
the U.S. Trustee objects to the reimbursement of expenses for
photocopies for $15,509, and other expenses, totaling $221.

The U.S. Trustee points out the failure of Blackstone Advisory
Partners L.P. to comply with project category format required by
Section (b)(4) of the United States Trustee Guidelines.  The U.S.
Trustee also cites the failure of Blackstone's timekeepers to
identify the individuals who are parties to various telephone
conversations and the nature of the communications as required by
the Section (b)(4)(v).

The U.S. Trustee does not object to the fees sought by
Cornerstone Research.  The U.S. Trustee also has no objection to
the request for fees by KPMG LLP based on the voluntary
reductions in Bankruptcy Administration Services in the amount of
$1,045 and Fee Application Preparation in the amount of $23,000.

The U.S. Trustee opposes Wachtell, Lipton, Rosen & Katz's
requested fees for $34,480 as excessive, and asserts that they
should be reduced by 30%.  The U.S. Trustee also objects to the
"RV" marked time entries attached to Morrison & Foerster LLP, and
complains that Lazard Freres & Co. LLC's timekeepers failed to
identify the individuals who are parties to various telephone
conversations and the nature of the communications, as required
by Section (b)(4)(v).

                         *     *     *

Judge Chapman awarded several bankruptcy professionals in the
Debtor's case, on an interim basis, fees totaling $8,156,969 and
expenses totaling $188,986 for the period from November 8, 2011
to February 28, 2011.

A detailed schedule of Allowed Fees and Expenses is available for
free at http://bankrupt.com/misc/Ambac_Apr27InterimFeesOrd.pdf

The Court acknowledged that the interim fees approved reflect
amounts voluntarily waived by the applicants pursuant to
agreements with the U.S. Trustee.

The approved fees and expenses are deemed allowed administrative
expense claims against the Debtor's estate.

The Debtor will hold back 10% of the amounts approved.

Dewey & LeBoeuf LLP is authorized to credit against prepetition
retainers received the amount of $129,983 for services rendered
and expenses incurred prepetition in preparation for the
commencement of the Debtor's Chapter 11 case.

                    Monthly Fee Statements

Professionals in the Debtor's Chapter 11 case filed applications
for allowance of fees and reimbursement of expenses, pursuant to
Section 331 of the Bankruptcy Code, for the month ended
March 31, 2011:

Firms                                   Fees        Expenses
-----                                ----------     --------
Dewey & LeBoeuf LLP                  $1,223,221      $21,847
Morrison & Foerster LLP                $183,013       $3,897
Lazard Freres & Co. LLC                $150,000         $532
Wachtell, Lipton, Rosen & Katz          $72,457         $705
Blackstone Advisory Partners L.P.      $200,000       $1,086
Cornerstone Research                     $2,452       $3,915
KPMG LLP                                $17,063           $0

Dewey & LeBoeuf is the Debtor's counsel.  Wachtell acts as the
Debtor's special counsel.  Blackstone is financial advisor to the
Debtor.  Cornerstone is economic consultant, and KPMG is the tax
consultant, of the Debtor.

Morrison Foerster is the Official Committee of Unsecured
Creditors' counsel.  Lazard is the Committee's financial advisor.

                       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.


AMBAC FINANCIAL: AAC Delays Payment on Policy Claims Under Plan
---------------------------------------------------------------
Ambac Assurance Corporation related on April 22, 2011, that based
on conversations with the Special Deputy Commissioner for the
Segregated Account of Ambac Assurance Corporation, it no longer
expects the ACC Segregated Account to begin paying policy claims
in May 2011 as previously announced.

The effectiveness of the Plan of Rehabilitation and the
commencement of policy claim payments are subject to the terms
of, and the satisfaction of the conditions set forth in, the
Plan, and there can be no assurances as to when policy claim
payments will resume.  AAC avers that it will continue to update
the market as additional information regarding the timing of the
resumption of claims payments from the Segregated Account becomes
available.

Michael E. Fitzgerald, managing director investor relations for
AAC, said in an e-mailed statement that Wisconsin regulators "did
not feel that the conditions to the effectiveness of the plan had
been entirely satisfied, and as of this time, they have not
provided the market with additional, more detailed information,"
Mark E. Ruquet of www.PropertyCasualty360.com relayed in a
separate report.  "We will provide such additional information to
the market as it becomes available," the report quoted the
managing director as saying.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac Financial Group, Inc.

Ambac Financial, 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 for a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.  Ambac Financial 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 Financial's common
stock trades in the over-the-counter market under ticker symbol
ABKFQ.

                       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.


AMBAC FINANCIAL: Court Dismisses AAC Claim vs. Credit Suisse
------------------------------------------------------------
Judge Sherley Werner Kornreich of the Supreme Court of the State
of New York dismissed Ambac Assurance Corporation's claim for
fraudulent inducement against DLJ Capital, Inc. and Credit Suisse
in an action captioned Ambac Assurance Corp. v. DLJ Capital, Inc.

The action arose out of insurance issued by AAC to guarantee
payments for principal and interest due to the HEMT 2007-1 Trust.
The Trust assets consist of residential mortgage-backed
securities secured by second mortgage liens.  In its amended
complaint, AAC seeks damages for losses it suffered as a result
of fraudulent misrepresentations and breaches of contractual
representations and warranties that led it to issue the policy,
as well as damages for other breaches of contract

DLJ, an affiliate of Credit Suisse, sought to dismiss the
complaint, as amended.  In its motion to dismiss, Credit Suisse
stated that on March 9, 2007, AAC issued a certificate guaranty
insurance policy.  The Policy insured payment to the Trustee of
the Trust, non-party U.S. Bank National Association, of the
principal and interest due under a $175,000,000 securitization of
2,563 adjustable-rate, primarily second-lien home equity lines of
credit, which were pooled in the Trust.  AAC agreed
"unconditionally and irrevocably" to pay all unpaid amounts due
to the Trustee for the benefit of certain note and certificate
holders.

DLJ had purchased the Loans from originating lenders, pooled them
and sold them to the Trust.  The Trust sold the certificates and
notes to investors.  Credit Suisse, the underwriter of the
transaction, sought the Policy to guarantee payment of principal
and interest on certain senior classes of the securities in the
Trust, specifically the Class A-1 Notes and the Class G
Certificates.

Judge Kornreich found that the amended complaint demonstrates
that AAC had the ability to review the Loans for compliance with
the CS Guidelines from the data it had.  The amended complaint
alleges that after AAC suffered losses, it hired a consultant to
review the Loans for compliance with the Credit Suisse
Underwriting Guidelines.  The fact that AAC did due diligence
after the alleged breach that it did not do before the closing
shows that AAC had the ability to discover the facts, Judge
Kornreich opined.  "Having failed to protect itself by available
means, Ambac cannot now claim it was fraudulently induced," Judge
Kornreich said.

Judge Kornreich also ruled that the remaining allegedly
fraudulent, precontractual representations are not actionable.
According to the state judge, the representation that Credit
Suisse did due diligence on most of the Loans and 100% of the
Secured Funding Loans is not actionable because, even if the
court were to infer that the statement encompassed a material
representation that the result of the due diligence was that
Secured Funding's Loans met the CS Guidelines, AAC still had the
means to protect itself by investigation or contractual language.
The allegation that HEMT 2006-2, an earlier similar transaction
to the Trust, was performing well, which AAC allegedly relied on
as a prediction of the Trust's performance, is not fraud, Judge
Kornreich stated.

For those reasons, Judge Kornreich also denied AAC's claim for
consequential damages and jury demand.

A full-text copy of Judge Kornreich's decision dated April 7,
2011, is available for free at:

            http://ResearchArchives.com/t/s?75f1

                       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.


AMERICAN AXLE: Stockholders Elect Four Directors
------------------------------------------------
American Axle & Manufacturing Holdings, Inc., held its annual
meeting of stockholders on April 28, 2011.  At the meeting, AAM's
stockholders voted on four proposals:

(1) Election of Richard E. Dauch, James A. McCaslin, William P.
    Miller II and Larry K. Switzer to serve for three-year terms
    expiring at the annual meeting of stockholders in 2014.

(2) Approval, on an advisory basis, of the compensation of AAM's
    named executive officers.

(3) Approval of the recommendation, on an advisory basis, that the
    Company conduct future stockholder advisory votes on named
    executive compensation every year.

(4) Ratification of appointment of Deloitte & Touche LLP as the
    Company's independent registered public accounting firm for
    the fiscal year ending Dec. 31, 2011.

                        About American Axle

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

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

                           *     *     *

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

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

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


AMERICAN GENERAL: AM Best Puts 'C++' FSR Under Review
-----------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the financial strength rating (FSR) of C++ (Marginal) and issuer
credit ratings (ICR) of "b" of American General Holdings Group
(AGHG) and its members, Apollo Casualty Company (ACC) and Delphi
Casualty Company (DCC) (all domiciled in Des Plaines, IL).

These rating actions follow the signing of a definitive agreement
between American General Holdings, Inc. and Omni Insurance Company
(OMNI) (Atlanta, GA), whereby OMNI will purchase 100% of the stock
of AGHG's lead company, ACC and its separately rated subsidiaries,
DCC and Apollo Casualty Company of Florida (ACCF) (Pompano Beach,
FL).  OMNI is the largest pool member of the American Independent
Companies (AIC) (headquartered in Conshohocken, PA).

Concurrently, A.M. Best has placed under review with developing
implications the FSR of C++ (Marginal) and ICR of "b" of ACCF.
ACCF is a wholly-owned subsidiary of ACC and is currently in
runoff with its long-term strategic position within AIC being
unclear at this time.

When the transaction closes, ACC and DCC are expected to be added
to the current pooling agreement of AIC.  AIC currently serves
personal and commercial customers in several states and regions.
ACC is expected to continue to operate as a separate entity
writing non-standard and commercial auto business in Illinois,
and will be joining a larger, more geographically diversified
insurance group, which is expected to result in greater economies
of scale.

The ratings for AGHG and its members will remain under review
pending regulatory approval, close of the transaction and further
discussions with management.  The transaction is expected to close
before the end of the second quarter of 2011.


AMERICAN MEDICAL: AM Best Affirms 'B-' Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B- (Fair) and issuer
credit rating of "bb-" of American Medical and Life Insurance
Company (American Medical) (New York, NY).

The revised outlook reflects American Medical's focus on
compliance and improving its operations with a new automated
platform.  The company has added two third party administrators
with greater capacity and processing capabilities.  The profitable
operations and improved surplus level, combined with a reduction
in the size of its book of business, strengthened its risk-
adjusted capitalization in 2010.

A.M. Best will be looking for American Medical to continue to
repair past strained relationships with state regulators.  In
addition, the balance sheet of American Medical's parent company,
TREK Holdings, Inc., contains a large amount of goodwill along
with a bridge loan, which has a high interest rate that will
require re-financing in the near term.  The parent company's plan
to raise additional capital to stabilize its balance sheet and
support future growth at American Medical has taken longer than
expected.


AMERICAN STERLING: AM Best Upholds 'C++' Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
C++ (Marginal) and issuer credit rating of "b" of American
Sterling Insurance Company (Laguna Niguel, CA).  The outlook for
both ratings is negative.  Concurrently, A.M. Best has withdrawn
the ratings at the company's request.

The ratings reflect American Sterling's continued trend of net
underwriting losses reported through September 2010 due to its
run-off status, which is somewhat offset by its adequate level of
risk-adjusted capitalization.  The ratings and outlook are based
upon the company's most recent available financial statement as of
September 30, 2010, as no financial statements have been made
available by American Sterling for year-end 2010 or to-date 2011.


AMR CORP: American Airlines April Traffic Increased by 2.7%
-----------------------------------------------------------
American Airlines reported that April traffic increased 2.7%
versus the same period last year.  Capacity increased 3.9% year
over year, resulting in a load factor of 81.1% compared to 82.0%
in the same period last year.  International traffic increased by
10.9 percent relative to last year on a capacity increase of 11.6
percent.  Domestic traffic decreased 1.8% year over year on 0.8
percent less capacity.  American boarded 7.1 million passengers in
April.  A full-text copy of the Company's traffic and capacity
release is available for free at http://is.gd/4JghGS

                       About AMR Corporation

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

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

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

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

                        *     *     *

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

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


BARNES BAY: Disclosure Statement Hearing on May 13
--------------------------------------------------
Barnes Bay Development, Ltd., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve the disclosure
statement explaining their First Amended Joint Chapter 11 Plan of
Reorganization.

The Debtors believe the Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a)(1) of the
Bankruptcy Code.  Specifically, the Disclosure Statement contains
information concerning (i) the Plan, (ii) distributions to be made
under the Plan, (iii) the projected recoveries by creditors under
the Plan, (iv) risk factors affecting the Plan, (v) the projected
recoveries to creditors under a hypothetical Chapter 7 case, and
(vi) federal tax consequences.

The Debtors also ask the Court to approve solicitation procedures,
including the procedures for the transmission of the solicitation
package, the return of ballots, and the dates for the return of
ballots and the confirmation hearing for the liquidation plan.

The Debtors proposes that ballots must be returned and received by
the claims agent seven days before the confirmation hearing.  The
ballots, the Debtors say, conform substantially to Official Form
No. 14 but includes certain modifications necessary to meet the
particular requirements of the Plan.

The Debtors revised their joint Chapter 11 plan of liquidation on
April 18.  The Debtors, on April 29, filed a disclosure statement
explaining their revised liquidation plan.  A copy of the
Disclosure Statement is available at:

          http://bankrupt.com/misc/BarnesBay_DS429.pdf

The Plan contemplates the public auction and sale of substantially
all the Debtors' assets.  The proceeds will be used to satisfy its
secured obligations and make distributions under the plan.

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

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

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

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

                         About Barnes Bay

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

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

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

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


BCBG MAX: S&P Raises CCR to 'B-' on Improving Liquidity
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on BCBG Max Azria Group Inc. to 'B-' from 'CCC+',
reflecting S&P's expectation that that liquidity will improve to
less than adequate from weak after the completion of the
refinancing, with an extended maturity profile and adequate
covenant headroom.

"At the same time, we assigned a preliminary 'B-' issue-level
rating to the company's proposed new $230 million senior secured
first-lien term loan due 2015. The preliminary recovery rating on
this debt is '3', indicating our expectation of a meaningful (50%-
70%) recovery a payment default scenario. Our 'CCC+' rating on the
company's remaining existing first-lien term loan is unchanged,
along with the '4' recovery rating," S&P stated.

"The ratings on BCBG reflect our belief that liquidity will
improve to less than adequate from weak after the completion of
the refinancing, with an extended maturity profile and adequate
covenant headroom," said Standard & Poor's credit analyst Helena
Song. It also reflects our expectations that although revenue will
likely weaken in fiscal 2011, operating performance and credit
metrics should remain relatively stable in 2011, benefiting from
higher operating margins as a result of better product mix and a
gradually improving economy," S&P noted.


BOISE CASCADE: S&P Affirms 'B+' CCR; Outlook Revised to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Boise, Idaho-based BC to negative from stable. "At the same time,
we affirmed the ratings on the company, including its 'B+'
corporate credit rating," S&P stated.

"The outlook revision reflects the risk that BC's liquidity over
the next 12 to 18 months may approach the minimum $200 million
that we have incorporated into the ratings, and that credit
measures could be weaker-than-expected because of stagnant housing
demand," said Standard & Poor's credit analyst Pamela Rice. The
ratings previously included the potential for a greater
improvement in housing starts that would lead BC to generate twice
as much EBITDA in 2011 as it had in 2010. "As a result, we
believed that adjusted leverage would strengthen to the 5x to 6x
range and funds from operations (FFO) to debt to between 10% and
15%, compared with about 13x and 5%, respectively, as of Dec. 31,
2010. However, annualized housing starts in early 2011 are below
the 610,000 starts our economists are expecting for the full
year. Unless housing begins to recover by mid-year, we believe the
company's credit measures might improve only modestly and not
reach the previously anticipated levels."

"Nevertheless, the affirmation of the 'B+' corporate credit rating
stems from what we still consider to be the company's strong
liquidity (about $290 million as of March 31, 2011). Although the
company had a greater-than-usual first-quarter increase in working
capital in 2011 to take advantage of favorable supplier early
payment discounts, we believe current liquidity should be
sufficient to fund its operating, capital, pension, and debt
servicing requirements over the next 12 to 18 months. Moreover, BC
has no debt maturities before 2014, other than the expiration of
its asset-based revolving credit facility in 2013. Our ratings
incorporate expectations that the company will renew or replace
this facility on a timely basis," S&P stated.

S&P continued, "The 'B+' corporate credit rating on BC reflects
the combination of what we consider to be the company's weak
business risk profile and aggressive financial risk profile. BC's
earnings and cash flow are subject to wide swings, in tandem with
residential construction activity, and the ratings recognize that
the company's credit measures are likely to continue to be weak
due to cyclically poor financial results over the next several
quarters. However, our financial risk profile also incorporates
the company's strong liquidity driven by the combination of
significant balance sheet cash and revolving credit facility
availability. The business risk profile reflects the company's
participation in highly cyclical wood products manufacturing
markets and in the highly competitive and fragmented building
products distribution industry; but also its meaningful market
shares in the manufacture of plywood and engineered wood
products."

"The negative rating outlook reflects our view that the greater-
than-expected use of cash in the first quarter of 2011 could
result in less liquidity over the intermediate term than we
previously incorporated into the ratings as the pace and timing of
a recovery in residential construction activity remains highly
uncertain. In addition, credit measures are likely to remain weak
for a 'B+' rating until a recovery takes hold. Although we
continue to view BC's liquidity as strong, the 'B+' corporate
credit rating depends on gradually improving demand," S&P noted.

"We could lower the rating if residential construction markets
perform more in-line with our alternative downside scenario (which
assumes 450,000 and 660,000 housing starts in 2011 and 2012,
respectively) causing BC to generate operating losses, and we
believed the company would be unable to maintain its liquidity,
consisting of excess cash balances and revolver availability,
above $200 million," S&P said.

"We could revise the outlook to stable if housing construction
gradually improves over the next several quarters, allowing the
company to restore its liquidity in line with our expectations of
about $340 million by year-end 2011," S&P added.


BORDERS GROUP: Courier Corp. Covers Bad Debt of $750,000
--------------------------------------------------------
Publisher and printer Courier Corp. disclosed that it took a
write-down of $750,000 to cover Borders Group, Inc.'s bad debt
for the quarter ended March 26, 2011, Publishers Weekly reported.

Courier also stated that Borders' bankruptcy primarily affected
its publishing segment as the bookseller accounted only 2% of the
publisher's revenue this year compared to 9% in the first six
months of the previous year, the report stated.

Publishers Weekly mentioned that the Borders bankruptcy hit REA
Publishing the hardest as the chain was the publishers' largest
sales channel.  Dover, however, was able to overcome the impact
of Borders' bankruptcy with higher sales online, while Creative
Homeowner benefited from increased sales at home improvement
centers, the report added.

                        About Borders Group

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

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

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

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

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

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

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

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


BOWE SYSTEC: U.S. Trustee Forms 5-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Bowe Systec, Inc., et al.

The Creditors Committee members are:

       1. B&H Retirees Settlement Fund
          Attn: David A. Schell
          665 N. Irving Street
          Allentown, PA 18105-2063
          Tel: (610) 435-1586
          Fax: (610) 435-1586

        2. Sefas Innovation, Inc.
           Attn: Florent Descatoire
           20 Mall Road, Suite 210
           Burlington, MA 01803
           Tel: +33(0)149695212

        3. Choice Precision, Inc.
           Attn: Patrick Thornton
           4380 Commerce Drive
           Whitehall, PA, 18052
           Tel: (610) 502-0994
           Fax: (610) 502-1109

        4. Britech, Inc.
           Attn: Denise McCall
           775 Robel Road
           Allentown, PA 18109
           Tel: (610) 264-5400
           Fax: (610) 264-5398

        5. VI Manufacturing Inc.
           Attn: Paul Ozminkowski
           164 Orchard Street
           Webster, NY 14580
           Tel: (585) 872-550 ext. 22
           Fax: (585) 217-8756

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                          About Bowe Bell

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

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

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

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

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


BRIGHAM EXPLORATION: Reports $1.55-Mil. 1st Quarter Profit
----------------------------------------------------------
Brigham Exploration Company reported net income of $1.55 million
on $40.60 million of total revenue for the three months ended
March 31, 2011, compared with net income of $11.31 million on
$32.57 million of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$1.16 billion in total assets, $565.38 million in total
liabilities, and $595.91 million in stockholders' equity.

Gene Shepherd, Brigham's Chief Financial Officer, commented, "As
we have demonstrated over the last two years, the consistency of
our drilling results continues to give us excellent visibility as
to the growth in production volumes and reserves that we expect to
achieve in 2011.  In addition to continuing to grow our inventory
of development drilling locations in western North Dakota and
eastern Montana, we expect 2011 to be a year where the company
benefits from significant efficiencies in our drilling and
completion techniques that should positively impact our costs in
the second half of 2011 and in 2012.  We expect these efficiencies
to help offset the higher drilling and completion costs that we
have experienced in 2011.  Despite the increased costs, the 10%
overage factor that was part of our February budget provides
adequate protection against cost overruns such that we believe
that we are still operating within our original 2011 budget."

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

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

                         *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAESARS ENTERTAINMENT: Unit Seeks to Amend Sr. Credit Facilities
----------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., a wholly owned
subsidiary of Caesars Entertainment Corporation, announced its
intent to seek amendments to its senior secured credit facilities
to, among other things: (i) extend the maturity of B-1, B-2 and
B-3 term loans held by consenting lenders to Jan. 28, 2018 and
increase the interest rate with respect to such extended term
loans, (ii) convert up to $816 million of revolver commitments
held by consenting lenders to Extended Term Loans, (iii) extend
the maturity of revolver commitments held by consenting lenders,
who elect not to convert their commitments to term loans, to
Jan. 28, 2015 and increase the interest rate and the undrawn fee
with respect to such extended revolver commitments, (iv) allow the
Borrower to buy back loans from individual lenders at negotiated
prices at any time, which may be less than par, (v) allow the
Borrower to extend the maturity of term loans or revolving
commitments, as applicable, and for the Borrower to otherwise
modify the terms of loans or revolving commitments in connection
with such an extension and (vi) modify certain other provisions of
the credit facilities.  The proposed amendment of the senior
secured credit facilities is subject to market and other
conditions, and may not occur as described or at all.

The Company also announced that recent flooding of the Ohio and
Mississippi Rivers has caused closures of certain of its
facilities.  Specifically, Horseshoe Tunica, Tunica Roadhouse,
Harrah's Tunica, Horseshoe Southern Indiana and Harrah's
Metropolis are currently closed due to the flood waters.  At this
time, it is unclear when these properties will re-open for
business.  For example, Tunica County, Mississippi, where 3 of the
affected properties are located, issued a press release on May 3,
2011 stating that the casinos in that market are projected to be
closed for a minimum of 3 to 6 weeks, but the press release stated
that those time frames could change considerably.  For 2010, these
5 properties contributed approximately 9.4% and 8.8%,
respectively, of the Company's Net Revenues and Property EBITDA.
Based on their locations and other factors, certain of these
properties may remain closed longer than others.  The Company has
flood and loss of earnings insurance that the Company believes
will cover most of the cost of any damage and lost earnings from
the flooding, less applicable deductibles.  The Company's
insurance is subject to maximum payouts, but the Company does not
believe the damage and loss of earnings will exceed the maximum
payouts.  The Company believes that the financial impact of these
closures will not be material to the Company's overall results of
operations, after taking into account its insurance coverage;
however, the timing of the receipt of insurance proceeds is
currently unknown.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

The Company's balance sheet at Dec. 31, 2010 showed $28.58 billion
in total assets, $26.91 billion in total liabilities and
$1.67 billion in total stockholders' equity.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAPITAL HOME: Court to Hear Bank's Dismissal Plea Tomorrow
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until May 11, 2011, at 10:30 a.m., the hearing to
consider the motion to dismiss the Chapter 11 case of Capital Home
Sales LLC.

As reported in the Troubled Company Reporter on April 28, 2011,
TCF National Bank asked the Court to dismiss the Debtor's
bankruptcy case, or in the alternative, covert the case to a case
under Chapter 7 of the Bankruptcy Code, or in the second
alternative, appoint a Chapter 11 Trustee.

Prior to the Petition Date, TCF made a loan to the Debtor for
$14,000,000.  As security for the loan, the Debtor granted TCF a
security interest in, among other things, a number of mobile home
units.

Vincent T. Borst, Esq., at Robbins, Salomon & Patt, Ltd., in
Chicago, Illinois -- vborst@rsplaw.com -- relates that pursuant to
an agreed order dated March 18, 2011, between the Debtor and TCF,
th automatic stay has been lifted, pending a stay of execution
until May 31, to allow TCF to repossess and sell a substantial
number of vacant manufactured home units constituting its
collateral.

                       About Capital Home

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals --
started as a series of individual companies that performed sales
and rental functions for particular manufactured home communities,
which communities were often related affiliates of the Company.
The Company conducts the foregoing business operation of
purchasing, selling, leasing and financing homes.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ill. Case No. 10-54387) on Dec. 8, 2010.  Gregory K. Stern,
Esq., at Gregory K. Stern, P.C., serves as the Company's counsel.
The Company estimated assets at $50 million to $100 million
and debts at $10 million to $50 million.


CARIBE MEDIA: S&P Lowers CCR to 'D' After Bankruptcy Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Caribe Media Inc. to 'D' from 'CCC-'. "We also lowered
all of our issue-level ratings on the company to 'D'. All of our
outstanding recovery ratings remain unchanged," S&P said.

"The downgrade follows Caribe Media's announcement that it and
certain of its affiliates have filed voluntary bankruptcy
petitions to reorganize under the provisions of Chapter 11 of the
U.S. Bankruptcy Code in the District of Delaware," said Standard &
Poor's credit analyst Andy Liu.


CASCADE BANCORP: Reports $31-Mil. First Quarter Net Income
----------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $31.04 million on $18.30 million of total interest income for
the three months ended March 31, 2011, compared with a net loss of
$11.27 million on $22.86 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.60 billion in total assets, $1.39 billion in total liabilities,
and $209.54 million in total stockholders' equity.

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

                        http://is.gd/N9Jd7u

                       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.

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.


CATALYST PAPER: DBRS Confirms 'CCC' Issuer Rating
-------------------------------------------------
DBRS has confirmed Catalyst Paper Corporation's (Catalyst or
the Company) Issuer Rating of CCC (high) but has changed the
trend to Stable from Negative.  The trend change recognizes
that the Company has been able to stabilize its operating
performance, reporting stronger than expected operating results
in the last half of 2010.  With specialty paper, its largest
business, expected to maintain a modest improving trend with the
support of a slowly recovering U.S. economy and a profitable pulp
business, DBRS believes Catalyst will be able to stabilize its
operating performance despite ongoing headwinds from a strong
Canadian dollar and a weak newsprint market.  Concurrently, DBRS
has downgraded the recovery rating of the Senior Secured Debt to
RR2 from RR1 and the recovery rating of the Senior Debt to RR6
from RR5, and accordingly, DBRS has downgraded the rating of the
Senior Secured Debt to B from B (high) and the Senior Debt to CCC
(low) from CCC, which corresponds to the RR2 and RR6 recovery
ratings, respectively.  The trends are Stable.

Although full year operating results in 2010 were poor, the
distinct difference in the performance of the two halves during
the year was encouraging.  The weak market conditions of 2009,
characterized by falling product prices and declining demand,
carried through to early 2010.  As the year progressed, the
Company's operating performance started to improve amid mixed
market conditions among its businesses.  Renewed demand for pulp
from Asia reversed the early price decline and pushed prices back
at recent high levels and supported a return to historical profit
levels in the pulp segment.  The gradual recovery in the North
American economy has slowly boosted the demand for specialty
paper.  Performance at the specialty printing paper segment
improved through the year but was barely profitable.  Producer
discipline in managing supply was able to support firmer newsprint
prices even though demand remained on a downward trend. Despite
being a laggard, newsprint did moderate its loss in the last half
of the year.  The Company was able to stabilize its operating
performance in the last half of 2010 despite rising input costs
and a strengthening Canadian dollar.

The outlook for the Company's major businesses remains mixed.  The
pace of recovery in the U.S. economy is expected to remain modest.
Nevertheless, increasing consumer consumption should support a
modest, steady increase in print advertising and firmer prices for
specialty paper and this positive development is expected to
gather pace as the year progresses which bodes well for specialty
paper.  After an initial weakness in early 2010, soft wood pulp
prices have recovered through the year and into 2011, supported by
Asian demand.  Performance at pulp is expected to continue to
improve modestly.  However, newsprint demand remains in decline.
Nevertheless, the pace of the structural decline appears to have
moderated.  This, together with ongoing producer discipline in
managing supply, is expected to halt further erosion in prices.
Consequently, DBRS believes that Catalyst has passed the low point
of its operating performance and should be able to show modest
improvement or, at least, stabilize its performance in the near
future supporting the Stable trend in the current rating.

The refinancing actions taken by the Company to term out all its
near-term maturing debt in 2009/2010 have bought time for the
Company to turn itself around.  The Company has minimal maturity
till March 2014 and has adequate liquidity (about $162 million
(adjusting for the US$27 million redemption in February 2011) at
the end of 2010) to fund its operating needs in the next few
years.  However, the Company remains aggressively leveraged and
is highly vulnerable to any unexpected sharp deterioration in its
businesses.

The Company still faces significant headwinds in its recovery.
The strong Canadian dollar and rising input costs continue to
weigh on its operating performance.  In addition, the weak
recovery in the U.S. economy could suffer a setback and derail
the fragile recovery in the specialty paper market; however,
DBRS believes that a double-dip recession in the United States
is not likely.  DBRS expects the Company's rating to stay at
current levels until the Company can demonstrate that it can
stay profitable and generate free cash flow on a consistent
basis.

In DBRS's last rating action in March 2010, DBRS assigned
a recovery rating of RR1 to Catalyst's Senior Secured Debt
and RR5 to its Senior Debt.  DBRS has lowered the Recovery
Rating of Senior Secured Debt to RR2 from RR1, reflecting
DBRS's estimated recovery for this instrument of between 80%
and 90%.  The reduction of the estimate recovery was due to:
(1) lower estimated enterprise value as EBITDA was lower in 2010;
and (2) much higher senior secured debt levels, which impact the
recovery rate, following the $280 million in senior secured notes
issuance in March 2010 in exchange for the then senior unsecured
notes outstanding.  A recovery rating of RR2 corresponds to a
rating of B.  Accordingly, DBRS has downgraded the Senior Secured
Debt to B from B (high).

DBRS has also lowered the recovery rating of the Senior Debt to
RR6 from RR5, reflecting our estimated recovery of between 0% and
10% for this instrument.  A recovery rating of RR6 corresponds to
a rating of CCC (low).  Accordingly, DBRS has have downgraded the
Senior Debt to CCC (low) from CCC.


CATHOLIC CHURCH: Davenport Submits 3rd Annual Report
----------------------------------------------------
In compliance with its confirmed Plan of Reorganization, the
Diocese of Davenport filed with the U.S. Bankruptcy Court for the
Southern District of Iowa its 2011 Report on Non-Monetary
Undertakings on May 2, 2011.

The Diocese attested that it is in full compliance with the Non-
Monetary Undertakings.

The Plan, which was confirmed on May 1, 2008, required the Diocese
to file the annual Report with the Court each year for three
years.

The Report provides that the Reorganized Debtor has completed all
ongoing investigations concerning allegations of abuse and the
names of those perpetrators credibly shown to have committed abuse
have been publicly released and published on the Diocese's Web
site.  There have been no new reports of abuse since the last
report.  The Diocese says that future reports of abuse will be
submitted to law enforcement authorities upon receipt.

The Reorganized Debtor has maintained a list of all known
Perpetrators, including deceased Perpetrators and those previously
listed.  The list is published on the Diocese's Web site at:


http://www.davenportdiocese.org/comm/commlib/ListPriestAbusers.pdf

In compliance with the Plan, the Reorganized Debtor will maintain
and update the list for at least nine years.

Bishop Martin Amos has completed visits and atonement services at
each parish where abuse occurred or where the Perpetrators served.
Bishop Amos visited and conducted atonement services at
54 parishes and completed the undertaking on June 13, 2009.  At
the atonement services, the Bishop identified those Perpetrators
who served in the parish and encouraged all Abuse Survivors to
report abuse to local law enforcement authorities, to the Diocesan
Victim Assistance Coordinator, to healthcare professionals or to
other trusted persons.

Each visit by the Bishop was scheduled at least 30 days in advance
and publicized in the parish bulletin and the Catholic Messenger.
In addition, the Reorganized Debtor has invited the known
survivors in each particular parish to attend and provides for a
time for a forum and discussion to address parishioner questions
and comments.  Additional materials with respect to the parish
visits and atonement services were provided with last year's
report.

The Bishop has and will continue to publicly support the complete
elimination of all criminal statutes of limitation for child
sexual abuse committed by clergy or others in a position of
authority.  During the past year, the Bishop met with the Iowa
Catholic Conference on October 20-22, 2010, and with Iowa
legislators on February 9, 2011, in Des Moines to urge the
enactment of a bill to eliminate the criminal statute of
limitations for child sexual abuse.

Bishop Amos personally sent one additional letter of apology to
Survivors as requested.  The letter of apology state that the
Survivor was not at fault for the abuse and that the Diocese takes
full responsibility for the abuse, and is personally signed by the
Bishop and all members of the Diocese's Board of Directors.  The
Bishop is available to meet with any Survivor who desires to meet.

The Report also says that through the Diocese's Victim Assistance
Coordinator, a licensed social worker employed by Genesis Medical
Center and not the Diocese, continues to provide an outreach
program for the Survivors of abuse.  The Victim Assistance
Coordinator reports regularly and directly to the Review Board,
pursuant to the procedures established by the U.S. Catholic
Conference of Bishops.

A copy of the Report is available for free at:

     http://bankrupt.com/misc/Church_D_2011Report_NMU.pdf

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Milwaukee Wants Until Nov. 1 to File Plan
----------------------------------------------------------
The Archdiocese of Milwaukee asks the United States Bankruptcy
Court for the Eastern District of Wisconsin to extend its
exclusive periods to:

(a) file a Chapter 11 plan of reorganization through and
     including November 1, 2011; and

(b) solicit acceptances of that plan through and including
     January 2, 2012.

The Archdiocese's Exclusive Plan Filing Period expires today,
May 4, 2011.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  Section 1121(d) permits the
Court, for cause, to extend the Exclusive Plan Filing Period to a
maximum length of 18 months after the date of the order for
relief, and to extend the Exclusive Solicitation Period to a
maximum length of 20 months.

Mr. Diesing contends that there are significant unresolved issues
in the bankruptcy case, including the scope of the estate and the
availability of insurance proceeds to help fund a reorganization
plan.  He also notes that the Archdiocese is not in a position to
formulate a plan because the claims bar dates in the case have not
yet been established or passed.

The Official Committee of Unsecured Creditors has only begun the
evaluation of the Archdiocese's assets and liabilities and it is
not in a position to make an informed decision on a plan that
might be proposed by the Archdiocese, Mr. Diesing also contends.
He assures Judge Kelley that the Archdiocese is not seeking an
extension to delay recoveries to the creditors or forcing them to
accede to the Archdiocese's demands, but to use the opportunity to
focus on resolving key issues that will make formulating a plan
possible, while continuing to maintain an open dialogue with
creditor constituencies.

Objections to the request are due on May 13, 2011.

              About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Wilmington Plan Outline Hearing Set for May 16
---------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on May 16, 2011, at
11:00 a.m., prevailing Eastern Time, to consider the adequacy of
the information contained in the Disclosure Statement explaining
the Second Amended Chapter 11 Plan of Reorganization filed by the
Catholic Diocese of Wilmington, Inc., on April 19, 2011.

Objections to the adequacy of the Disclosure Statement are due May
10.

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

The Amended Plan contemplates the consummation of the global
settlement of abuse claims against the Diocese and the Non-Debtor
Catholic Entities memorialized in a Settlement Term Sheet dated
February 2, 2011.  However, if the global settlement is not
approved by the Court or otherwise cannot be consummated, the
Amended Plan contemplates the creation of a liquidating trust for
the benefit of all Creditors of the Diocese, to which
substantially all Assets of the Estate will be transferred.

             Diocese Wants Shorter Time to Object

Prior to the setting of the May 16 Disclosure Statement Hearing,
the Diocese sought and obtained Judge Sontchi's nod to shorten the
objection deadline as to adequacy of the Disclosure Statement so
that the issue on adequacy may be heard on May 16, 2011.

There is sufficient cause to justify shortening of the notice
period because it has addressed a number of objections filed
against previous Disclosure Statements, the Diocese asserted.

                  About the Diocese of Wilmington

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

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

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

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


CATHOLIC CHURCH: Wilm. Committee Wants Rutter as Arbitrator
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Thomas B. Rutter as a survivor claims reviewer or
settlement arbitrator, nunc pro tunc to Mach 15, 2011.

As previously reported, the Diocese filed its Second Amended
Chapter 11 Plan of Reorganization on April 19, 2011, which
presents two plans -- the Settlement Plan and the CDOW-Only Plan.
The Creditors Committee believes that that its constituency will
overwhelmingly support the Settlement Plan and that its
constituency will vehemently oppose the CDOW-Only Plan.

The Amended Plan contemplates that the Diocese first will seek
confirmation of the Settlement Plan and will seek confirmation of
the CDOW-Only Plan if the conditions to confirmation of the
Settlement Plan are not fulfilled or waived.

The Settlement Plan provisions of the Amended Plan will permit the
holder of an Abuse Claim to elect whether to have his or her claim
treated as (a) a convenience claim, (b) a claim to be liquidated
through litigation, or (c) a claim to be liquidated through an
alternative dispute resolution process that is administered by a
Settlement Arbitrator.  Paragraph 7.7 of the Plan provides that
Thomas B. Rutter is the Settlement Arbitrator.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that Mr. Rutter is qualified as a
mediator, is a respected lawyer, and a former Pennsylvania state
court trial judge.  Prior to the Diocese's commencement of its
Chapter 11 case, Mr. Rutter mediated abuse claims against the
Diocese and served as one of the two Court-appointed mediators in
the Chapter 11 case.

State court counsel, representing substantially all of the
Survivor Claimants, endorses the appointment of Mr. Rutter as the
Settlement Arbitrator and support the request, Ms. Jones tells
Judge Sontchi.  She discloses that the Creditors Committee and
state court counsel have agreed upon a methodology for
Mr. Rutter's valuation of the Survivor Claims that wish to be
liquidated under the ADR process and they anticipate that the
methodology will be approved by the Court as part of the
confirmation of the Plan as a Settlement Plan.

Mr. Rutter will be paid $500 per hour for his services as
Settlement Arbitrator and will be reimbursed for his reasonable
out-of-pocket expenses.

The Diocese and the Creditors Committee are negotiating whether
Mr. Rutter's compensation and expenses will be paid by the estate
or by the Settlement Trust, Ms. Jones informs the Court.  The Plan
provides that Mr. Rutter's compensation and expenses will be paid
by the Settlement Trust, but the Creditors Committee has not
consented to this Plan provision, she explains.

The Creditors Committee asks that the Diocese compensate
Mr. Rutter under the existing order for interim compensation of
bankruptcy professionals.  If the Court confirms the Plan as a
Settlement Plan, the Court will determine whether the Diocese or
the Settlement Fund should pay Mr. Rutter's fees and expenses.

If the Court determines that the Settlement Trust should bear his
fees and expenses, the Diocese can deduct those fees and expenses
from the funds to be transferred to the Settlement Trust, and if
the Plan is confirmed as a CDOW-Only Plan, the Creditors Committee
and the state court counsel will not object to the deduction of
Mr. Rutter's fees and expenses from the assets of the Plan Trust
payable to the Survivor Claimants, Ms. Jones says.

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


CFRI/GREENLAW: Wants Until Aug. 19 to File Reorganization Plan
--------------------------------------------------------------
CFRI/Greenlaw Dyer Road, L.L.C., asks the U.S. Bankruptcy Court
for the Central District of California to extend its exclusive
periods for filing a Chapter 11 plan and gaining acceptance for
that plan until Aug. 19, 2011, and Oct. 21, respectively.

This is the Debtor's second request for an extension of its
exclusivity periods.

The Debtor relates that it is working with U.S. Bank to satisfy
their respective obligations under the Global Settlement
Agreement.

On Feb. 22, U.S. Bank and Taylor B. Grant, the receiver sold the
property to a third party in a receiver sale.  Since the sale, the
Debtor and U.S. Bank have been discussing resolution of a number
of amounts owed to prepetition creditors and U.S. Bank and the
Debtor's respective obligations under the Global Settlement
Agreement with respect thereto.  The ultimate resolution of these
issues will impact any proposed plan to be filed by the Debtor.

The Debtor is represented by:

         Howard J. Weg, Esq.
         Lorie A. Ball, Esq.
         PEITZMAN, WEG & KEMPINSKY LLP
         10100 Santa Monica Boulevard, Suite 1450
         Los Angeles, CA 90067
         Tel: (310) 552-3100
         Fax: (310) 552-3101
         E-mail: hweg@pwkllp.com
                 lball@pwkllp.com

                About CFRI/Greenlaw Dyer Road, LLC

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a
Delaware limited liability company that was formed on June 25,
2007.  Its principal asset is a commercial building located at
2001 East Dyer Road, Santa Ana, CA 92705, which consists of
approximately 366,471 square feet of industrial space, including
office and data center uses, located on 19.1 acres of land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-19345) on July 8, 2010.  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


CHRYSLER LLC: Intends to Repay Government Loan before June 10
-------------------------------------------------------------
Detroit Free Press Business Writer Brent Snavely reports that
Chrysler would like to repay its government debt before the two-
year anniversary of its emergence from Chapter 11 bankruptcy on
June 10, Chrysler and Fiat CEO Sergio Marchionne said Sunday,
after giving a commencement speech before more than 900 students
at the University of Toledo.

Detroit Free Press recounts that Mr. Marchionne previously said
the company would refinance its debt and pay off its $7.5 billion
in government loans by the end of the second quarter, or June 30.

Mr. Marchionne told Detroit Free Press after the speech that he
met with bankers in New York last week and will meet this week
with high-yield investors interested in Chrysler's debt
securities.  Chrysler is hoping to issue $2.5 billion in new debt
to institutional investors and secure a $3.5-billion, six-year
loan and a $1.5-billion line of credit.  The report relates Mr.
Marchionne wants to repay the government debt so Chrysler can
reduce its interest payments and shed the stigma of partial
government ownership, and so Fiat can increase its stake in
Chrysler.

Last week, Chrysler said it earned $116 million from January-March
-- its first profit since emerging from bankruptcy.  In 2010,
Chrysler lost $652 million.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CIRCLE ENTERTAINMENT: Borrows $500,000 from Directors, Executives
-----------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $500,000, bearing interest at the
rate of 6% per annum.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

The Company's balance sheet at Dec. 31, 2010, showed $1.44 million
in total assets, $2.49 million in total liabilities, and a
$1.05 million stockholders' deficit.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CIT GROUP: DBRS' B Issuer Rating Unmoved By Q1 Fin'l Results
------------------------------------------------------------
DBRS Inc. (DBRS) has commented that the ratings of CIT Group Inc.
(CIT or the Company) including its Issuer Rating of B (high),
remain unchanged following the Company's 1Q11 financial results.
The trend on all long-term ratings is Positive.

DBRS views CIT's results as demonstrating the Company's
continued progress in achieving its strategic objectives.  The
results show advancement towards rebuilding the franchise,
restoring profitability, and reducing balance sheet risk, while
expanding the role of CIT Bank.  For the quarter, CIT reported net
income, on a GAAP basis, of $65.6 million compared to $74.8
million in the prior quarter and $145 million in the comparable
period a year ago.  Removing the impact of Fresh Start Accounting
(FSA), in 1Q11, CIT reported its first pre-tax profit, (on an
underlying basis), since emerging from reorganization.  On an
underlying basis, CIT generated a pre-tax profit of $17 million, a
significant improvement from a $215.7 million pre-tax loss in the
prior quarter and $294.1 million pre-tax loss in 1Q10.  Underlying
results were driven by a 24% increase in other income due to
increased gains on asset sales and favorable net foreign exchange
and derivative marks.  While some of this improvement may be one-
time in nature, underlying results benefited from lower credit
costs and a 13% decline in operating expenses which are likely to
be more sustainable.  While DBRS views the underlying results
positively, net interest revenue, excluding FSA, remains in a
negative position, albeit reduced from the prior periods.  Given
CIT's ongoing debt reduction efforts and the proactive steps it
is taking to replace higher cost debt, DBRS expects that this
positive trajectory will continue.  Going forward, DBRS expects
the underlying earnings profile will continue to improve, as the
Company restores the strength of the franchise and generates new
higher yielding business.

Importantly, the Cease and Desist Orders (C&D) on CIT Bank (the
Bank) were recently removed by the FDIC and Utah Department of
Financial Institutions.  DBRS considers these actions as important
steps in the Company's strategy to expand the role of CIT Bank in
funding a greater share of business through the Bank.  To this
end, during the quarter, CIT Bank's committed loan volumes rose
15% from the prior quarter to $777 million, or 60% of U.S. lending
volume was funded through the Bank.  During 1Q11, CIT also
transferred its small business lending platform into the Bank,
which will further advance the transition to a more "bank centric"
funding model.

Company-wide funded volumes, while down slightly from the prior
quarter, were up 47% year-on-year to $1.3 billion, driven by
solid growth in Corporate Finance and Transportation Finance.
Importantly, with portfolio principal pay-downs totaling
$1.5 billion in 1Q11, the gap between new funded origination
volumes and portfolio run-off is narrowing.  DBRS sees the
positive trajectory in new business volumes as demonstrating
CIT's progress in its plans to restore the franchise and
customer confidence in the Company.

Credit performance of the loan book is trending positively.  On a
pre-FSA basis, gross charge-offs declined 31% on a linked quarter
basis to $210.3 million, or 3.27% of average finance receivables.
Charge-offs declined due to improving credit trends and the impact
on the prior quarter of a refinement to delinquency-based charge-
off practices.  Non-accrual loans, excluding FSA accounting,
decreased 19% to $1.6 billion, primarily reflecting asset sales
in the Corporate Finance loan book.  Moreover, for the third
consecutive quarter, the pace of new inflows into non-accrual
status decreased, suggesting continued improvement in asset
quality in the near term.  The aforementioned resulted in a 32%
(quarter-on-quarter) decline in provisions for loan losses to
$123.4 million.  Given the challenging environment for small and
middle market businesses, which are CIT's core clientele, DBRS
views the positive credit trends as illustrating the Company's
sound underwriting and servicing abilities, as well as the
continued progress in removing risk from the balance sheet.
Nevertheless, DBRS remains cautious given the uncertain economic
recovery.

CIT continues to make progress in strengthening its funding
profile.  During the quarter, CIT returned to the corporate
debt markets for the first time since 2007, completing a
$2.0 billion issuance of lower cost debt.  During 1Q11, CIT
redeemed $1.75 billion of high-cost debt and has announced that
it will redeem an additional $2.5 billion of high-cost Series A
Notes during 2Q11.  Liquidity remains solid with total cash and
investment securities of $12.1 billion, or 24% of total assets.
Risk weighted assets declined 4% in the quarter reflecting
ongoing optimization of the loan portfolio.  As a result, capital
ratios substantially exceed regulatory minimums with a preliminary
Tier 1 capital ratio of 20.1% and a total capital ratio of 21.0%
at March 31, 2011.


CLEARWIRE CORP: Incurs $833.8-Mil. Net Loss in First Quarter
------------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $833.84 million on $242.02 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $439,40
million on $106.67 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011 showed
$10.28 billion in total assets, $5.23 billion in total
liabilities, and $5.05 billion in total stockholders' equity.

"During the quarter we made good progress toward our objective of
achieving positive EBITDA in 2012 by executing new agreements with
Sprint, delivering strong post-pay subscriber growth and company-
best wholesale revenue growth, as well as significantly lowering
our operating costs," said John Stanton, Clearwire's Chairman and
interim CEO.

Erik Prusch, Clearwire's Chief Operating Officer added, "Looking
ahead, we expect to work closely with Sprint and all of our other
wholesale partners to expand our 4G leadership and capitalize on
our rich spectrum holdings that enable us to meet the exploding
customer demand for mobile broadband internet access.  Since the
beginning of the year, our network has experienced a 40% increase
in network usage due to expanded coverage, record subscriber
growth and higher usage per device.  Only Clearwire has the
capacity required to deliver a truly next generation wireless
broadband experience."

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

                       http://is.gd/9ONxsQ

                   About Clearwire Corporation

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

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

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

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

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

                           *     *     *

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

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


COMMUNITY CENTRAL: Board Dismissed, Exec. Officers Terminated
-------------------------------------------------------------
Immediately following the closure of Community Central Bank, the
wholly-owned subsidiary and principal asset of Community Central
Bank Corporation, its entire board of directors was dismissed and
the employment of executive officers Ray T. Colonius, Interim
President and Chief Financial Officer, Sam A. Locricchio,
Executive Vice President and Sr. Loan Officer and Robert
Critchfield, Executive Vice President and Chief Credit Officer
with the Bank was terminated.

As of April 29, 2011, the Corporation's primary assets, excluding
its investment in Community Central Bank and its investment in
Community Central Capital Trust II, which investments are expected
to be written off completely, consisted primarily of cash of
approximately $55,000.  Liabilities were comprised primarily of
junior subordinated debt of $18.0 million and accrued and unpaid
interest of approximately $1.4 million.  The only source of income
for the Corporation was the Bank.  Accordingly, the Corporation is
insolvent and without the personnel or resources to conduct its
affairs.  As a result, the Corporation does not expect to conduct
any future business or to be able to comply with its ongoing
corporate and disclosure obligations.

Community Central Bank was closed by the Michigan Office of
Financial and Insurance Regulation, which appointed the Federal
Deposit Insurance Corporation as receiver of the Bank.

                      About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".

The Company's balance sheet at Sept. 30, 2010, showed
$513.7 million in total assets, $501.6 million in total
liabilities, and stockholders' equity of $12.1 million.

"As of Sept. 30, 2010, due to the Corporation's significant
net loss from operations in the three and nine months ended
Sept. 30, 2010, deterioration in the credit quality of the
loan portfolio, and the decline in the level of its regulatory
capital to support operations, there is substantial doubt about
the Corporation's ability to continue as a going concern," the
Corporation said in its Form 10-Q for the quarter ended Sept. 30,
2010.

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.


COMPOSITE TECHNOLOGY: Taps Marsch Fischmann as Special IP Counsel
-----------------------------------------------------------------
Composite Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the Central District Of California for permission to
employ Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel.

The firm will be drafting and filing four provisional patent
applications over the next three to four months and which have
been identified by The McIntosh Group.

David F. Dockery, a partner at Marsch Fischmann, tells the Court
that the hourly rates of the firm's personnel are:

     Robert B. Berube                $275
     Ross E. Breyfogle               $350
     Robert G. Crouch                $375
     Karl A. Dierenbach              $250
     David F. Dockery                $350
     Kent A, Fischmann               $350
     James L. Johnson                $350
     Kent A. Lembke                  $335
     Russell T. Manning              $275
     Thomas R. Marsh                 $350
     Valerie L. Perry                $175
     Patrick M. Boucher              $350
     Jon P. Deppe                    $225
     Libby A. Huskey                 $325
     Per Larsen                      $210
     Daniel J. Sherwinter            $265
     Jon Szumny                      $235

To the best of the Debtors' knowledge, the firm is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Composite Technology

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.


COMPOSITE TECHNOLOGY: Taps McIntosh Group as Special IP Counsel
---------------------------------------------------------------
Composite Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the Central District Of California for permission to
employ McIntosh Group as special intellectual property counsel.

The firm is representing the Debtors for certain corporate legal
affairs and special intellectual property counsel.

Michael D. McIntosh, principal of the firm, tells the Court that
the firm will coordinate efforts with Marsch Fischman & Breyfogle
LLP to avoid duplication of efforts.

The hourly rates of the firm would range from $200 to $750 and the
firm historically spent approximately between 20 to 25 hours per
week on matters relating to CTC and approximately between 20 to
25 hours per week on matters relating to Cable.

Pursuant to the engagement letters, the firm will be compensated
as follows:

   a) payment of $250,000 per year from CTC, payable monthly;

   b) payment of $250,000 per year from Cable, payable monthly;

   c. reimbursement by CTC and Cable of all of the firm's third
      party disbursements in connection with the international
      property  filings; and

   d) reimbursement of CTC and Cable of certain expenses incurred
      by the firm.

The firm asserts a prepetition claim against CTC in the amount of
$27,777 and asserts a prepetition claim against Cable in the
amount $27,714.

To the best of the Debtors' knowledge, the firm is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Composite Technology

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.


CONTESSA PREMIUM: Committee Has OK for Arent Fox as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District Of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Contessa Premium Foods, Inc., to retain Arent
Fox LLP as its counsel.

Arent Fox is representing the Committee in the proceedings in the
Debtors' Bankruptcy case.

To the best of the Committee's knowledge, Arent Fox is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

          Mette H. Kurth, Esq.
          Aram Ordubegian, Esq.
          M. Douglas Flahaut, Esq.
          ARENT FOX LLP
          555 West Fifth Street, 48th Floor
          Los Angeles, CA 90013-1065
          Tel: (213) 629-7400
          Fax: (213) 629-7401
          E-mail: kurth.mette@arentfox.com
                  ordubegian.aram@arentfox.com
                  flahaut.douglas@arentfox.com

                  About Contessa Premium Foods

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

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


CONVERSION SERVICES: Scott Newman Resigns from Board of Directors
-----------------------------------------------------------------
Scott Newman notified Conversion Services International, Inc.,
regarding his resignation from the board of directors.  Mr. Newman
had served as Chairman on the Company's board of directors.

                  About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company reported a net loss of $771,753 on $17.72 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $31,956 on $24.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.75 million
in total assets, $6.92 million in total liabilities and $3.17
million in total stockholders' deficit.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.


CORELOGIC INC: S&P Gives 'BB+' Rating on Sr. Secured Credit
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
its 'BB' corporate credit rating, on Santa Ana, Calif.-based
CoreLogic Inc., and revised the outlook to stable from positive.
"The outlook revision reflects our expectation that revenue and
EBITDA growth will be weak in the near term due to CoreLogic's
exposure to ongoing mortgage market weakness," S&P said.

"At the same time, we assigned a 'BB+' issue rating to the
company's proposed $900 million, five-year senior secured credit
facility, with a recovery rating of '2', indicating that investors
could expect substantial (70%-90%) recovery in the event of a
payment default. We also assigned a 'B+' issue rating to
CoreLogic's proposed $350 million senior unsecured notes due 2019,
with a '6' recovery rating, indicating that investors could expect
negligible (0%-10%) recovery in the event of a payment default,"
S&P noted.

"The ratings reflect our view that CoreLogic's long-term customer
relationships and good free cash flow will enable it to maintain a
consistent financial profile," said Standard & Poor's credit
analyst Martha Toll-Reed, "despite exposure to the cyclical
mortgage origination business." CoreLogic is the surviving company
from the June 2010 spin-off of First American Corp.'s financial
services business.


CROWN MEDIA: Reports $47.5-Mil. Net Income in March 31 Qtr.
-----------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income attributable to common stockholders of $47.50 million
on $73.59 million of total revenue for the three months ended
March 31, 2011, compared with a net loss attributable to common
stockholders of $2.32 million on $68.37 million of total revenue
for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed
$736.97 million in total assets, $636.17 million in total
liabilities, $199.73 million in redeemable preferred stock, and a
$98.93 million total stockholders' deficit.

"The first quarter of the year has gotten off to a solid start,"
noted Bill Abbott, President and CEO of Crown Media," with strong
additions to our programming slate including popular classic
series and exciting originals for our Hallmark Channel daytime
lifestyle programming block, an attractive scatter market fueling
advertising gains, and explosive growth for Hallmark Movie Channel
in terms of subscribers and ratings."

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

                        http://is.gd/UhRgvy

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                           Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.


CRUCIBLE MATERIALS: Inks $3.8M Deal Over Wis. Steel Plant Cleanup
-----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Crucible Materials
Corp. will fork over $3.8 million to remediate the site of a
former steel tubing manufacturing plant in Wisconsin, resolving
more environmental claims as it continues to wind up its
operations, officials said Thursday.

Law360 says the Wisconsin Department of Justice and state
environmental regulators announced that Crucible, the bankrupt
parent company of Trent Tube, will pay $1.8 million in cash, issue
a promissory note and donate land to the state in order to help
clean up soil and groundwater contamination.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube --
http://www.crucible.com/-- makes stainless and alloy steel for
use in the aircraft, automotive, petrochemical, and other
industries.  The Company was employee-owned prior to its
bankruptcy filing.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  Crucible
Materials estimated assets and debts both ranging from
$100 million to $500 million in its Chapter 11 petition.

From four asset sales under 11 U.S.C. Sec. 363, Crucible generated
$14.4 million after secured lenders were fully paid on
$64.5 million in claims outstanding at the outset of the Chapter
case.


CRYSTAL CATHEDRAL: Wants Until May 31 to Propose Chapter 11 Plan
----------------------------------------------------------------
Crystal Cathedral Ministries asks the U.S. Bankruptcy Court for
the Central District Of California to extend its exclusive periods
to file and solicit acceptances for the proposed plan of
reorganization until May 31, 2011, and July 31, respectively.

The Debtor filed its request for an extension before the exclusive
periods was set to expire on April 17, pursuant to a stipulation
dated Jan. 25.  The Court approve a stipulation between the Debtor
and the Official Committee of Unsecured Creditors extending the
Debtor's exclusivity periods to file a plan and to solicit
acceptances to a plan until April 17, and June 17.

The Debtor relates that it needs more time to negotiate with the
Committee regarding the terms of a consensual plan.  It says that
it has timely responded to the numerous requests for information
from the Committee and its financing advisor.  However, the Debtor
and the Committee have reached an impasse regarding the material
financial terms of a plan due to their differing views as to the
Debtor's future prospects.  Specifically, the Debtor wishes to
reorganize its ministry so that it can continue its religious and
charitable mission whereas the Committee seeks the immediate
sale of substantially all of the Debtor's assets.

The Debtor is represented by:

         Marc J. Winthrop, Esq.
         Kavita Gupta, Esq.
         WINTHROP COUCHOT PROFESSIONAL CORPORATION
         660 Newport Center Drive, Suite 400
         Newport Beach, CA 92660
         Tel: (949) 720-4100
         Fax: (949) 720-4111
         E-mails: mwinthrop@winthropcouchot.com
                  kgupta@winthropcouchot.com

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


DAYTON OAKS: Court Confirms Amended Plan of Reorganization
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Maryland has
confirmed the amended plan of reorganization as submitted by
Dayton Oaks, LLC, and Compass Homes, LLC, as co-plan proponents,
dated Jan. 25, 2011.

The funds necessary to implement the Plan will be generated
solely from the sale of the Saleable Lots.  The Debtor's net
proceeds from the sales of the Saleable Lots will be paid to
creditors in such portion as is necessary for the execution of the
Plan.

All membership interests in the Debtor as of the Effective Date
will be extinguished, and new membership interests in the
reorganized and newly constituted Debtor will be issued to
Compass.  In consideration of the newly acquired membership
interests, Compass has advanced $40,000 as a retainer for the
Debtor''s counsel and will, from time to time during the
development of the Preserve at Clarksville, make materials and
other services available to the Debtor for completion of
the Preserve at Clarksville.  Upon issuance of the membership
interests to Compass, its claim for the $40,000, and for its
future contribution of materials and services to the Debtor will
be deemed satisfied.

Pursuant to the Plan terms, the secured claims of Sandy Spring
Bank ("SSB") under Class 5 in unimpaired under the Plan.  No late
charges, or default or judgment interest will be included or
paid as part of the Class 5 Allowed Claim, all of which will be
deemed waived by SSB on the Effective Date.

The SSB Notes will bear interest at the "Prime Rate" as published
in the Wall Street Journal plus 1.00%.

The accrued and unpaid interest, fees and protective advances of
$850,966.45 on the Existing SSB Notes, calculated at the
contractual non-default rate of interest as of Dec. 31, 2010, will
be capitalized into a separate promissory note, designated as the
"SSB B Note."  The SSB B Note will bear interest at the "Prime
Rate" published in the Wall Street Journal plus 1.00%, will mature
on Dec. 31, 2013, and will continue to be secured by the SSB Deeds
of Trust.

The Secured Claims of Regal Bank & Trust under Class 6 are
impaired under the Plan.  No interest will accrue or be payable on
the Class 6 allowed claim.  Notwithstanding the foregoing, Regal
Bank will be paid all accrued and unpaid interest on the Existing
Regal Notes at the "Prime Rate" as published in the Wall Street
Journal plus 1% if (i) Regal Bank is repaid the principal and
interest on the New Regal Note or any other post-petition advance
made by Regal Bank to the Debtor after the petition date and
authorized by the Bankruptcy Court, (ii) Regal Bank is repaid the
outstanding principal balance of the Commercial Promissory Note
dated May 25, 2010, from the Debtor to Regal Bank in the original
principal amount of $32,500, without interest thereon, and (iii)
Regal Bank is repaid the sum of $1,447,462 in principal on the
Promissory Note dated April 5, 2007 from DTB to Regal Bank in the
original principal amount of $2,950,000.

After the payment of allowed claims in Classes 1 through 11,
general unsecured claims under Class 12, will be paid on a pro
rata basis, without interest.  Payments of Class 12 claims will be
made within ninety (90) days of the closing of the sale of any
Saleable Lot that generates funds available for such a
distribution.  The Debtor anticipates that the Class 12 Claims
will not be paid.  Class 12 is impaired under the Plan.

Insider Claims under Class 13, an impaired class, will not be
paid.

A copy of the Debtor's proposed disclosure statement is available
for free at http://bankrupt.com/misc/daytonoaks.proposedDS.pdf

                       About Dayton Oaks, LLC

Clarksville, Maryland-based Dayton Oaks, LLC, is a Maryland
limited liability company that was organized and formed in
January 2007.  The Debtor's primary asset is certain real property
located in Howard County, Maryland, now known as "The Preserve at
Clarksville").  The Debtor filed for Chapter 11 bankruptcy
protection on June 7, 2010 (Bankr. D. Md. Case No. 10-22702).
Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K.
Hopkin, Esq., at Tydings & Rosenberg LLP, in Baltimore, Md.,
represent the Debtor as counsel.  Ellin & Tucker Chartered is the
Debtor's valuation expert and Elizabeth L. Hammond is the Debtor's
accountant.  The Company estimated its assets and debts at
$10 million to $50 million.


DIABETES AMERICA: MetroBank N.A. Consents to Revised Cash Budget
----------------------------------------------------------------
The cash collateral budget that is attached to the Final Order
authorizing Diabetes America, Inc.'s use of alleged cash
collateral has been revised with the consent of MetroBank, N.A.

The revised cash collateral budget is available for free at:

  http://bankrupt.com/misc/diabetesamerica.revisedcashbudget.pdf

As reported in the TCR on Mar 14, 2011, the U.S. Bankruptcy Court
for the Southern District of Texas authorized, on a final basis,
Diabetes America, Inc., to use the cash collateral of MetroBank,
N.A., and the other secured creditors.

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas, represent the Debtor as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DOVEVIEW LLC: Reorganization Case Converted to Ch. 7 Liquidation
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware converted the Chapter 11 case of Doveview, LLC, to one
under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee for Region 3 asked that the Court dismiss, or in
the alternative convert the Debtor's case.

Wilmington, Delaware-based Doveview, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 10-11519) on May 5,
2010.  Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
assists the Company in its restructuring effort.  The Debtor
disclosed $13,517,415 in assets and $9,516,330 in liabilities as
of the Chapter 11 filing.


DUTCH GOLD: Steven Keaveney Resigns; Tom Leahey Appointed CFO
-------------------------------------------------------------
Steven Keaveney resigned as Dutch Gold Resources, Inc.'s Chief
Financial Officer.  On April 21, 2011 the Board of Directors
appointed Tom Leahey as his replacement as Chief Financial
Officer.  Mr. Leahey has not been involved in any transaction with
the Company that would require disclosure under Item 404(a) of the
Regulation S-K.

Tom Leahey, 49, has been at the center of the capital markets for
the past 25 years.  Prior to his service as Chief Financial
Officer and from 2007 to 2009, Mr. Leahey served in a business
development and investor role for New York City based Galtere
International Fund.  Prior thereto and from 2004, Mr. Leahey
served as the Chief Financial Officer of NetworkD Corporation of
Newport Beach, California a leading provider of infrastructure
management software offices in France, Russia, the United Kingdom
and Germany.  Mr. Leahey was added to NetworkD's board in 2005 and
helped build the company platform by completing the acquisition of
ADMS.  During Mr. Leahey tenure as CFO, sales grew by 300% to
where NetworkD became one of the world's largest independent
providers of infrastructure management software and related
services.  Mr. Leahey led the full equity sale of the company in
2008 to a large venture funded entity.  Mr. Leahey continues to
serve as an advisor to NetworkD's parent company.  Mr. Leahey
began his career as a corporate banker working for large money
center banks including Fleet Financial Group in Providence, Rhode
Island and Wachovia Bank in Atlanta, Georgia where he served as
Vice President of Corporate Banking.  In 1993, Leahey was hired by
The Maxim Group as Chief Financial Officer leading the company
through its initial public offering of stock (IPO).  Mr. Leahey
joined Atlanta based STI Knowledge in 2000 as Chief Financial
Officer.  Mr. Leahey received his BS Degree in Economics from
Florida State University.

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

The Company reported a net loss of $3.70 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$11.33 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.30 million
in total assets, $7.56 million in total liabilities, and a
$1.26 million stockholders' deficit.

Hancock Askew & Co., LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has limited liquidity
and has incurred recurring losses from operations.


DYNEGY INC: Elects Michael Embler to Board of Directors
-------------------------------------------------------
Dynegy Inc. announced that Michael J. Embler has been elected to
the company's Board of Directors, effective immediately.  As a new
member of the Board's Finance and Restructuring Committee, Mr.
Embler's experience and financial expertise will provide benefits
as the Board considers restructuring alternatives.

Mr. Embler formerly served as the Chief Investment Officer of
Franklin Mutual Advisers LLC, an asset management subsidiary of
Franklin Resources, Inc. from 2005 to 2009.  Mr. Embler joined
Franklin Mutual Advisers in 2001 and, prior to becoming Chief
Investment Officer, served as head of its Distressed Investment
Group.  From 1992 until 2001, he worked at Nomura Holdings
America, where he served as Managing Director managing a team
investing in a proprietary fund focused on distressed and other
event-driven corporate investments.  Mr. Embler currently serves
on the Board of Directors of CIT Group, Inc., AboveNet, Inc. and
Corlears School.

An independently identified director, Mr. Embler is one of seven
directors who will stand for election at the company's Annual
Meeting of Stockholders on June 15, 2011.  Additional information
is provided in the company's Proxy Statement filed with the SEC on
April 29, 2011, which is available on the company's Web site free
of charge at www.dynegy.com.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                          *     *     *

As reported by the Troubled Company Reporter on March 14, 2011,
Fitch Ratings downgraded the ratings on Dynegy and its
subsidiaries after Dynegy's auditors raised substantial doubt as
to its ability to continue as a going concern and the company
announced it would likely trip debt covenants in its credit
facilities.


E*TRADE FINANCIAL: DBRS Puts 'B' Issuer & Senior Debt Rating
------------------------------------------------------------
DBRS Inc. (DBRS) has commented that its ratings of E*TRADE
Financial Corporation (E*TRADE or the Company) remain unchanged
after the Company's 1Q11 earnings announcement.  DBRS rates
E*TRADE's Issuer & Senior Debt at B (high) and E*TRADE Bank's
Deposits & Senior Debt (the Bank) at BB.  All ratings, except
the Short-Term Instruments rating of the Bank, have a Negative
trend.  The Company reported net earnings of $45 million,
following a marginal net loss of $24 million in 4Q10 and a more
significant net loss of $48 million in 1Q10.

Demonstrating continued improving trends, the positive earnings
in 1Q11 follow two consecutive quarters of positive earnings in
2Q10 and 3Q10.  While still elevated, the provision for loan
losses has continued a generally downward trajectory since 3Q08.
Throughout the crisis, the Company has continued to make progress
in strengthening its franchise, reducing non-core asset exposures
and bolstering its capitalization.  DBRS views the Company as
taking the appropriate steps to build up its profitability, but
the challenging macro environment still weighs on its overall
results by constraining the improvement in credit quality.

E*TRADE's franchise delivered a strong performance in 1Q11,
generating net revenues of $537 million, up 4% quarter-over-
quarter (QoQ) and flat year-over-year (YoY).  Driving quarterly
revenue improvement were strong customer metrics, including:
DARTs of 177,000, up 18% QoQ and up 14% YoY; a record level of
net new brokerage assets ($3.9 billion); and increased higher-
yielding margin receivables, up 10% sequentially.  A significant
driver of net operating interest income, which increased 2%
sequentially, was the increase in higher average interest-earning
assets, helped by increasing brokerage customer cash, which offset
pressure on margins.  Commissions, fees and service charges
improved sequentially as trading activity increased.  While
controlling expenses, the Group continues to invest in its
franchise through focused advertising campaigns and increasing
its sales force.  Additionally, E*TRADE continues to invest in
its technology platform, which is essential to maintain this
competitive advantage for the Company.

DBRS sees the Company having success in its core brokerage
franchise, as indicated by its strong business performance.  The
Trading and Investment segment, which is largely the online
brokerage franchise, generated net income of $184 million in 1Q11,
up from $175 million in 4Q10 and largely flat to the year-ago
quarter.  Pursuing its focused strategy, E*TRADE looks to drive
future growth by building on its active trader franchise and
expanding its customer relationships with long-term investors,
while increasing the quality of its customer accounts and reducing
the brokerage account attrition rate.  Importantly, E*TRADE
continues to have success with its stock plan administration
business that leverages the Company's product capabilities and is
an important source of new customers.

Offsetting the strong positives discussed above, E*TRADE still
carries the burden of elevated provisioning from its legacy
residential real estate portfolios and the significant interest
expense associated with its corporate debt.  Provisions of
$116 million in 1Q11 were down 40% QoQ and 57% YoY, but still
remain significantly elevated as compared to pre-crisis levels
(1Q07: $21 million).  Positively, E*TRADE is generating
sufficient operating income before provisions and taxes (IBPT)
of $239 million to absorb provisioning, resulting in an IBPT
cushion of $123 million.  The Company's pre-tax income of
$79 million, which factors in corporate interest expense of
$43 million and other small items, is still much reduced from pre-
crisis levels; pre-tax income in 1Q07 was $264 million.

DBRS looks to improvement in loan performance trends as a
leading indicator for E*TRADE's future profitability.  Positively,
the Company's at-risk and special mention delinquencies remained
on a downward trend and charge-offs declined for the seventh
consecutive quarter.  E*TRADE's loan portfolio was further reduced
from the prior quarter by approximately $900 million, of which
close to 80% was due to prepayments or scheduled principal
reductions.  The Company is proactively working with third parties
to combat delinquencies and restructure loans in its loan
portfolios.  DBRS views these efforts as being reflected in the
improving credit performance trends.

E*TRADE has built up a more significant capital buffer over the
regulatory minimums by reducing its need for capital as it runs
off its loan portfolio.  With positive earnings, quarterly losses
will no longer eat away at E*TRADE's capital base.  The Bank's
Tier 1 capital to risk-weighted assets ratio was 14.3% at 1Q11,
up 54 basis points (bps) from 4Q10 and up 122 bps from 1Q10.
Given that the Bank has substantial excess risk-based capital of
$1.3 billion, the Company could upstream this capital from the
Bank to the parent to pay down some of the parent's debt, subject
to regulatory approvals.  DBRS would view this favorably from a
ratings perspective, provided that capitalization at the Bank
remains appropriately strong.

While the Negative trend on the rating reflects the continued
pressure on earnings from still elevated credit costs and
significant corporate interest expense, DBRS views this pressure
as declining.  As such, sustained profitability in upcoming
quarters would bode well from a ratings perspective.


EAST BAY: Hearing on Plan Outline Continued to May 24
-----------------------------------------------------
The hearing on the disclosure statement explaining East Bay
Associates, LLC's plan of reorganization, dated March 15, 2011,
has been continued to May 24, 2011, at 1:30 p.m.

The Debtor is the owner of two contiguous parcels of real property
located in Byron, California.

In 2008, the Debtor had entered into a master lease agreement with
Delterra Leasing Corp., who was to be responsible for the business
operations at the Debtor's real property located in Byron, Calif.,
and would pay to the debtor monthly rent.  Under the Plan, the
Debtor intends to assume this Master Lease.  The Debtor will
borrow $4,000,000 in return for a first priority deed on the
property, which will provide initial funding to pay off the claim
of ACM Investors, and pay down the claim of CCIF, while the Debtor
together with Delterra Leasing Corp. will continue to pursue the
restoration of the resort as well as to establish an aquaculture
business for endangered species, establish mineral production
sites, and continue preparations for the restoration of the Byron
Hot Springs Resort.

Pursuant to the Plan terms, general unsecured claims in Class 3
will receive a distribution of 100% of their allowed claims,
within 60 months of the Effective Date of the Plan.

ACM Investors Secured Claim under Class 2a, which is unimpaired
under the Plan, will be paid in full on the Effective Date.

The Coast Capital Second Priority Claim under Class 2b, an
impaired class, will be paid $1,000,000 on the Effective Date, and
interest payments of $30,000/month for 60 months.  The balance
will be paid at the end of 60 months.

Equity interest holders in the Debtor under Class 4 will not
receive any payments or dividends on account of their claims until
all creditors have been paid in full.  This class is impaired.

In this case, the plan proponent believes that classes 2b, 3 and 4
are impaired and that holders of claims in each of these classes
are therefore entitled to vote to accept or reject the Plan.

A copy of the disclosure statement is available for free at:

             http://bankrupt.com/misc/eastbay.ds.pdf

                     About East Bay Associates

Martinez, California-based East Bay Associates, LLC, is the owner
of two contiguous parcels of real property located in Byron,
California.  The property is the former location of Byron Hot
Springs (BHS), a well known resort from the 1880's until World War
II, when it became "Camp Tracy", a U.S. Army interrogation center
for German and Japanese prisoners of war.  East Bay Associates
acquired the property in 1989.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
70345) on Sept. 9, 2010.  Ruth Elin Auerbach, Esq., of San
Francisco, Calif., represents the Debtor as counsel.  The Debtor
disclosed $28,779,626 in assets and $5,706,481 in liabilities as
of the Chapter 11 filing.


EATON MOERY: Plan Outline Approved; Court Sets July 31 Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
entered, on April 29, 2011, its order approving the disclosure
statement describing Eaton Moery Environmental Services, Inc.'s
Chapter 11 plan of reorganization, dated March 24, 2011.

The bar date for the filing of all proofs of claim is July 31,
2011.

As the order approving the disclosure statement requires an
amended plan, the hearing on the proposed Plan or Amended Plan
will be scheduled by subsequent order of the Bankruptcy Court.

Parties will receive a separate notice concerning where to mail
ballots; the date of a confirmation hearing; and a deadline for
filing objections to confirmation and voting.

A copy of the disclosure statement is available for free at:

            http://bankrupt.com/misc/eatonmoery.ds.pdf

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on June
30, 2010.   James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated its assets at
$10 million to $50 million and $1 million to $10 million in
liabilities.


ECOSPHERE TECHNOLOGIES: Services Agreement Kept Confidential
------------------------------------------------------------
Ecosphere Technologies, Inc., submitted an application under Rule
24b-2 requesting confidential treatment for information it
excluded from the Exhibit to a Form 10-K filed on March 16, 2011.
Based on representations by Ecosphere Technologies, Inc., that
this information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.  Accordingly, excluded information from
the Newfield Subsidiary Agreement will not be released to the
public until Sept. 30, 2011.

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering and environmental services company.  Ecosphere
Technologies provides environmental services and technologies for
use in large-scale and sustainable applications across industries,
nations and ecosystems.

The Company reported a net loss of $22.65 million on $8.96 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $19.05 million on $1.76 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $8.98 million
in total assets, $6.88 million in total liabilities, $1.14 million
in redeemable convertible cumulative preferred stock series A,
$2.74 million in redeemable convertible cumulative preferred stock
series B, and $1.78 million in total stockholders' deficit.

Salberg & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern.  The accounting
firm noted that the Company has a net loss applicable to Ecosphere
Technologies common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.


ENCORIUM GROUP: Term of Finnvera Loan Facility Extended to 2013
---------------------------------------------------------------
On Dec. 16, 2009 Encorium Oy, Encorium Group, Inc.'s wholly-owned
Finnish subsidiary, entered into a three-year term loan facility
in the amount of EUR700,000 with Finnvera plc, a specialized
financing company owned by the Finnish state.

Interest on the Finnvera loan facility was originally set at 6-
month Euribor, plus 2.35% with interest and principal payments
originally payable every six months until Dec. 16, 2012, with the
first installment due on June 16, 2010.  By amendments dated
June 23, 2010, Dec. 16, 2010 and April 8, 2011 the term of the
Finnvera loan facility was extended by 12 months to Dec. 16, 2013
with the first installment moved to Dec. 16, 2011.  Interest on
the Finnvera loan facility was also modified to 6-month Euribor,
plus 4.0%.

In addition, as previously disclosed, as collateral for the
Finnvera loan facility Ilari Koskelo, a current substantial
stockholder in the Company, pledged personal property.  As
previously disclosed Mr. Koskelo, on Dec. 30, 2010, was granted
71,094 shares of the Company's common stock in consideration for
the pledge.  This grant was reversed on Aug. 9, 2010.

As previously disclosed on a Current Reports on Form 8-K filed
with the Securities and Exchange Commission on July 23, 2010,
Aug. 8, 2010, and Aug. 10, 2010, Encorium Oy and Mr. Koskelo were
parties to a Promissory Note dated as of July 29, 2010 pursuant to
which Encorium Oy borrowed 1,100,000 EURO from Koskelo.  In
addition, on May 17, 2010 Encorium Oy borrowed 200,000 EURO from
Mr. Koskelo.  On Oct. 14, 2010 Encorium Oy assigned all of the
obligations and liabilities under the 1,300,000 EURO Notes to the
Company.  In connection with the Company's Rights Offering which
closed on Oct. 15, 2010, Mr. Koskelo exercised rights to purchase
1,015,000 shares of the Company's common stock.  In lieu of cash
consideration for the exercise, Mr. Koskelo agreed to cancel the
outstanding aggregate 1,300,000 EURO principal amount of the
1,300,000 EURO Notes due from the Company to Mr. Koskelo, pursuant
to a Loan Conversion Agreement.

The amount of accrued interest under the 1,300,000 EURO Notes as
of Oct. 15, 2010 was 16,235.83 EURO.  As of Oct. 15, 2010, Mr.
Koskelo agreed to accept in full satisfaction of the Outstanding
Interest 13,071 shares of unregistered stock of the Company
pursuant to the Loan Conversion Agreement.

On Oct. 15, 2010 the Company entered into a Promissory Note in the
principal amount of $184,845 with Mr. Koskelo.  As of Oct. 15,
2010, Mr. Koskelo agreed to accept in full satisfaction of the
$184,845 outstanding principal amount due under the October
Promissory Note, 105,625 shares of unregistered stock of the
Company pursuant to the Loan Conversion Agreement.

Encorium Oy entered into the May Promissory Note with Mr. Koskelo.
The Promissory Note bears interest at the rate of five per cent
(5.0 %) per annum on the unpaid principal until Aug. 31, 2010 and
seven per cent (7.0%) per annum on the unpaid principal from
Sept. 1, 2010 onwards.  The principal amount is payable on demand
after Sept. 1, 2010 in one installment or according to a
separately agreed payment schedule.  Interest is payable quarterly
beginning Sept. 1, 2010.  The principal and interest of the May
Promissory Note was converted to shares of common stock of the
Company as of Oct. 15, 2011.

On Oct. 15, 2010, the Company issued Mr. Koskelo 105,625
unregistered shares of the Company as consideration and in full
satisfaction of the $184,845 outstanding principal amount due
under the October Promissory Note.  In addition, on Oct. 15, 2010
the Company issued Mr. Koskelo 13,071 unregistered shares of the
Company as consideration and in full satisfaction of the 16,235.83
EURO owed to Mr. Koskelo under the EURO 1,300,000 Promissory Note.

The shares of unregistered common stock issued were issued in
reliance upon the exemption from registration under the Securities
Act of 1933 provided by Section 4(2) of the Act.  The unregistered
shares issued are subject to applicable securities laws relating
to any disposition of the shares, including, without limitation,
the resale restrictions imposed by Rule 144 promulgated under the
Act.

                       About Encorium Group

Wayne, Pa.-based Encorium Group, Inc. (Nasdaq: ENCO) is a clinical
research organization (CRO) that engages in the design and
management of complex clinical trials for the pharmaceutical,
biotechnology and medical device industries.  The Company was
initially incorporated in August 1998 in Nevada.  In June 2002,
the Company changed its  state of incorporation to Delaware.  In
November 2006, the Company expanded its international operations
with the acquisition of its wholly-owned subsidiary, Encorium Oy,
a CRO founded in 1996 in Finland, which offers clinical trial
services to the pharmaceutical and medical device industries.
Since 2006 the Company has conducted substantially all of its
European operations through Encorium Oy and its wholly-owned
subsidiaries located in Denmark, Estonia, Sweden, Lithuania,
Romania, Germany and Poland.

On July 16, 2009, the Company sold substantially all of the assets
relating to the Company's U.S. line of business to Pierrel
Research USA, Inc., the result of which the Company no longer has
any employees or significant operations in the United States.

The Company's balance sheet as of June 30, 2010, showed
US$10.0 million in total assets, US$10.6 million in total
liabilities, and a stockholders' deficit of US$620,000.

As reported in the Troubled Company Reporter on April 23, 2010,
Deloitte and Touche, LLP, in Philadelphia, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's recurring losses from operations,
current available cash, and anticipated level of capital
requirements.


ENERGAS RESOURCES: Delays Filing of Annual Report on Form 10-K
--------------------------------------------------------------
Energas Resources, Inc., notified the U.S. Securities and Exchange
Commission that it did not complete its financial statements for
the year ended Jan. 31, 2011 in sufficient time so as to permit
the filing of the 10-K report by May 2, 2011.  As a result, more
time is needed to file the report.

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

Smith, Carney & Co. P.C. has expressed substantial doubt against
Energas Resources Inc.'s ability as a going concern after auditing
the Company's results for the fiscal year ended January 31, 2010.

In its Form 10-K filed with the U.S. Securities and Exchange
Commission, the Company reported a net loss of $1.9 million on
$165,794 of total revenue for the year ended Jan. 21, 2010,
compared with a net loss of $2.4 million on $284,297 total revenue
during the same period a year ago.


ENVIRONMENTAL INFRASTRUCTURE: Amends Form 10-K; Posts $2MM Loss
---------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed with the U.S.
Securities and Exchange Commission Amendment No. 1 to Form 10-K
for the fiscal year ended Dec. 31, 2010.  The Company's statement
of operations reflects a net loss of $2.42 million on $3.27
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $2.56 million on $3.27 million of revenue as
originally reported.

The Company's balance sheet at Dec. 31, 2010, as provided in the
amended Form 10-K showed $918,651 in total assets, $5.81 million
in total liabilities and a $4.89 million total stockholders'
deficit, compared with $988,407 in total assets, $6.09 million in
total liabilities and a $5.10 million total stockholders' deficit,
as originally reported.

Michael T. Studer CPA P.C., in Freeport, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred losses
for the years ended Dec. 31, 2010 and 2009 and has a deficiency in
stockholders' equity at Dec. 31, 2010.

A full-text copy of the Annual Report, as amended, is available
for free at http://is.gd/hVXQEk

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.


EQUIPMENT MANAGEMENT: Court Approves Brian Shapiro as Trustee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has approved
the appointment of Brian Shapiro as the Chapter 11 trustee for the
estate of Equipment Management Technology.  Mr. Shapiro is a court
appointed Bankruptcy Trustee within the District of Nevada.  The
majority of his cases are located in Las Vegas, Nevada.

As reported in the TCR on March 11, 2011, FCC LLC, doing business
as First Capital Western Region LLC, asked the U.S. Bankruptcy
Court for the District of Nevada to appoint a Chapter 11 trustee
to oversee the Debtor's bankruptcy case.

FCC LLC told the Bankruptcy Court that Vito Longo, the president
of the Debtor, has paid improper personal expenses from the
Debtor, diverted hundreds of thousands of dollars away from the
Debtor, failed to maintain adequate and appropriate records for
the business, and had tried to divert business and contracts away
from the Debtor for the benefit of his new competing venture.

FCC LLC added that the Debtor has limited prospects for
reorganization given that the Debtor has already admitted that it
is substantially over-encumbered.  FCC LLC said it has no
confidence in Mr. Longo's ability to discharge his duties as a
fiduciary in this case.

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11816) on Feb. 9, 2011.  Judge Linda B. Riegle presides over the
case.  Attorneys at The Schwartz Law Firm, Inc., represent the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


FAIRFAX CROSSING: Files Joint Plan; Creditors to be Paid Over Time
------------------------------------------------------------------
On April 19, 2011, Fairfax Crossing LLC and Fairfax Crossing II
LLC filed their Chapter 11 Disclosure Statement and Plan of
Reorganization.  Also, the Debtors filed a motion for conditional
approval of their disclosure statement and consolidation of the
hearing on final approval of their disclosure statement
with the confirmation hearing.  The motion was denied.

The telephonic hearing on the Debtor's disclosure statement was
held on May 6.

The Plan provides for the continued development and sale of the
real property by and through the Reorganized Debtor in accordance
with and as set forth in the Plan.  If substantive consolidation
is granted and the Plan is confirmed by the Bankruptcy Court,
then, on the Effective Date and except as expressly provided in
the Plan, the property of each of the estates will be consolidated
and will vest in the Reorganized Debtor.

The Plan provides that holders of both the Allowed Secured Claims
and Unsecured Claims will receive payment equal to 100% of their
Allowed Claims, over time.

The Debtors believe that the Reorganized Debtor will have
sufficient funds as of the Effective Date to pay in full the
expected payments required to be paid on the Effective
Date under the Plan, including to the holders of Allowed
Administrative Expense Claims.  Cash payments to be made under the
Plan after the Effective Date will be derived from (i) the Freeman
Proceeds, and (ii) proceeds of the Reorganized Debtor's Real
Property sales in excess of amounts necessary to pay transfer
taxes, recording fees, realtors' commissions to realtors who are
not affiliates of the Reorganized Debtor, fees payable under the
Jefferson Asphalt Contract for infrastructure improvements, and
other customary settlement charges.

There are 3 classes of secured claims, 3 classes of unsecured
claims, and 1 Equity Interest class.

The secured claim of Branch Banking & Trust Company under Class 1,
the secured Turf Guaranty Claim under Class 2, and the secured
claim of Glendwell and Jo Ann Lloyd under Class 3, are impaired
classes and thus entitled to vote under the Plan.  Each of the
prepetition secured lenders asserts a mortgage lien on certain
property owned by one or more of the Debtors.

There are 3 classes of unsecured claims, all of which are impaired
under the Plan, and thus entitled to vote.

Equity Interests under Class 7, an unimpaired class, will retain
their equity interests in the Debtor.  Each Holder of an Equity
Interest in Class 7 is conclusively deemed to have accepted the
Plan and therefore is not entitled to vote to accept or reject the
Plan.

A copy of the disclosure statement for the Debtors' Joint Plan of
Reorganization is available for free at:

         http://bankrupt.com/misc/fairfaxcrossing.ds.pdf

                      About Fairfax Crossing

Based in Charles Town, West Virginia, Fairfax Crossing LLC filed
for Chapter 11 Bankruptcy Protection on June 29, 2010 (Bankr. N.D.
W.V. Case No. 10-01362).  Judge Patrick M. Flatley presides over
the Debtor's case.  The Debtor estimated both assets and debts of
between $1 million and $10 million.

Debtor-affiliate Charles Town, West Virginia-based Fairfax
Crossing II LLC filed a separate petition for Chapter 11
bankruptcy protection on June 29, 2010 (Bankr. N.D.
W.V. Case No. 10-01368).  Fairfax Crossing II disclosed
$24,270,748 in assets and $5,589,190 in liabilities as of the
petition date.

Richard G. Gay, Esq., at the Law Office of Richard G. Gay, L.C.,
in Berkeley Springs, W. Va., and Lawrence J. Yumkas, Esq, at
Vidmar & Sweeney, LLC, in Annapolis, Md., represent the Debtors as
counsel.  The cases are jointly consolidated under Case No.
10-01362.

Fairfax is the developer of Lakeland Place at Fairfax Crossing, a
community comprised of single family residences and townhomes in
Ranson, West Virginia.  Fairfax II is a real estate development
company that holds title to a 19.1139 acre residential and
commercial parcel in Fairfax Crossing and also holds title to an
adjoining 31.13 acre parcel which Fairfax plans to develop into a
residential community called Lloyd''s Landing.


FIRST DATA: Incurs $184.5-Mil. Net Loss in First Quarter
--------------------------------------------------------
First Data Corporation reported a net loss of $184.50 million on
$2.54 billion of revenue for the three months ended March 31,
2011, compared with a net loss of $208.40 million on $2.40 billion
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed
$36.84 billion in total assets, $32.84 billion in total
liabilities, and $3.95 billion in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/VYZx65

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

                            *    *    *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FIRSTPLUS FIN'L: Ch. 11 Trustee Wants Former Board Investigated
---------------------------------------------------------------
The Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District Of Texas will convene a hearing on May 10, 2010,
at 9:30 a.m., the request to employ the firm of Lynn Tillotson
Pinker & Cox, LLP, as special counsel for Matthew D. Orwig, the
duly-appointed Chapter 11 trustee Firstplus Financial Group, Inc.,
et al.

The Chapter 11 trustee proposes to employ Jeffrey M. Tillotson,
P.C., John Volney, and the firm as his special counsel with regard
to the evaluation and prosecution of litigation against current
and former members of the board of directors of the Debtor,
against certain of the legal, accounting, and other professionals
who allegedly provided services to the Debtor, and potentially
persons who contracted with those professionals who provided
services against those who conspired with or aided and abetted
with persons in the breach of their fiduciary duties and other
duties to the detriment of the Debtor and its bankruptcy estate.

The trustee further requests Bankruptcy Court approval to
compensate the attorneys as:

   i) for providing litigation counsel and advice regarding
      possible claims, attorneys will charge 50% of their standard
      hourly rates for work of this nature, not to exceed a total
      of $25,000;

  ii) if litigation is pursued, attorneys will represent the
      trustee pursuant to a standard contingency fee agreement of
      33-1/3% of any net monetary recovery, with the trustee
      covering expenses and litigation costs.

The trustee related that the attorneys will advise by May 16, if
they will not file the lawsuit against any or all of the targets
currently under investigation of the trustee.

To the best of the trustee's knowledge, the firm is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         Jeffrey M. Tillotson, P.C.
         John Volney, Esq.
         LYNN TILLOTSON PINKER & COX, LLP
         2100 Ross Avenue, Suite 2700
         Dallas, Texas 75201
         Tel: (214) 981-3800
         Fax: (214) 981-3839

The Chapter 11 trustee is represented by:

         Peter Franklin, Esq.
         Doug Skierski, Esq.
         Erin K. Lovall, Esq.
         FRANKLIN SKIERSKI LOVALL HAYWARD, LLP
         10501 N. Central Expressway, Suite 106
         Dallas, Texas 75231
         Tel: (972) 755-7100
         Fax: (972) 755-7110
         E-mail: pfranklin@FSLHlaw.com
                 dskierski@FSLHlaw.com
                 elovall@FSLHlaw.com

               About FirstPlus Financial Group, Inc.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.  FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.


FIRST SECURITY: Engages Triumph Investment Managers
---------------------------------------------------
First Security Group, Inc., has entered into an agreement for
strategic advisory services with Triumph Investment Managers, LLC,
and has invited Robert P. "Bob" Keller and John J. "Jack" Clarke
Jr., the Managing Directors of Triumph, to join the First Security
Board of Directors.

First Security and Triumph have partnered to explore avenues for
the creation and restoration of shareholder value through the
realignment of the organizational structure and the installation
of a philosophy that provides for greater accountability.  Triumph
will also work with First Security to refine and further develop a
comprehensive business plan centered on relationship banking with
the goal of creating a profitable, diversified and core-funded
community banking franchise.

"We look forward to a close working relationship with Triumph,"
said Ralph E. "Gene" Coffman Jr., President and Interim Chairman
and Chief Executive Officer of First Security.  "We are confident
that the relationship will be beneficial to our shareholders and
customers as FSG continues to implement its business plan to
support economic development in our region.  Bob and Jack will
also provide strong leadership and experience to our Board."

The Triumph team of Bob Keller and Jack Clarke are responsible for
Triumph's overall management of operations.  Combining for over 60
years of experience in investment and bank activity, Keller and
Clarke have compiled a long track record of creating shareholder
value.

Keller, 73, serves in leadership board positions with two
financial institutions (Chairman of Security Business Bancorp, a
community bank based in San Diego, California; and Chairman of
First State Bank, a community bank based in Cranford, New Jersey)
and as a Director and Chairman of the Audit Committee for
Pennichuck Corp, a publicly traded water utility holding company
in Nashua, New Hampshire.  Prior to co-founding Triumph, Keller
served as the President and Chief Executive Officer of three
financial institutions, all of which were in excess of $1 billion
in assets prior to their sale.

"As a long-time institutional shareholder of First Security, we
recognize the unique and significant opportunities that exist
within First Security's markets to build a strong and diversified
financial institution." said Keller.  "At Triumph, we strive to
invest in small cap community banks that have the potential to
outperform their peers and create value for its shareholders.  We
believe that such an opportunity exists for First Security given
the strong economic outlook in eastern and middle Tennessee and
north Georgia and the Bank's position in the market."

Clarke, 68, is a principal and co-founder of The Baldwin & Clarke
Companies, a diversified financial services organization composed
of five independent companies.  Throughout his tenure at Baldwin &
Clarke, Clarke has been instrumental in providing strategy, M&A,
and capital planning services to several regional financial
institutions and banks across the country.  In addition to co-
founding Triumph with Keller, Clarke has been a founder and
director of two successful community banks in New Hampshire.
Clarke is presently a director of Centrix Bank & Trust, a
community bank based in Bedford, New Hampshire.

"The newly forged relationship with First Security represents a
compelling opportunity to build upon a solid core banking
franchise through our collective effort to evolve First Security
into a leading community bank in Tennessee," Clarke said.  "We
believe the recent changes that have transpired at First Security
represent just the first steps toward unlocking the tremendous
potential of FSG's people as we move into the next chapter of the
bank's progression."

                    About First Security Group

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

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

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

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

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

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

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

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


FLINT TELECOM: Kodiak to Resell up to 36 Million Common Shares
--------------------------------------------------------------
Flint Telecom Group, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.4 to Form S-1 registration
statement relating to the resale of up to 36,000,000 shares of the
Company's common stock, par value $0.01 per share, by Kodiak
Capital Group, LLC.  The shares of common stock offered under the
prospectus by Kodiak are issuable to Kodiak pursuant to the
Investment Agreement entered into by and between Kodiak and the
Flint Telecom Group, Inc., dated Nov. 26, 2010, as amended and
restated on Jan. 19, 2011.  The Company will not receive any
proceeds from the sale of these shares by Kodiak.  The
registration statement covers only a portion of the shares of
common stock that may be issuable pursuant to the IA.  The Company
may file subsequent registration statements covering the resale of
additional shares of common stock issuable pursuant to the IA with
Kodiak.  The Company will bear all costs associated with this
registration statement.

Kodiak may sell the shares of common stock described in the
prospectus in a number of different ways and at varying prices.
The Company provides further information about how Kodiak may sell
its shares of common stock in the section entitled "Plan of
Distribution."  Kodiak is an "underwriter" within the meaning of
the Securities Act of 1933, as amended, in connection with the
resale of the Company's common stock under the IA.

The Company's shares of common stock are quoted on the OTCBB under
the symbol "FLTT.OB."  On April 29, 2011, the closing sale price
of the Company's common stock was $0.0064 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/f2dcTh

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $17.7 million in total liabilities, $4.9 million
in redeemable equity securities, and a stockholders' deficit of
$12.4 million.

As reported in the Troubled Company Reporter on Oct. 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about Flint Telecom's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.


FORD MOTOR: DBRS Puts 'BB' Rating on $1.25BB Sr. Unsecured Notes
----------------------------------------------------------------
DBRS has assigned a rating of BB to the $1.25 billion Senior
Unsecured Notes (the Notes) announced by Ford Motor Credit Company
LLC (Ford Credit or the Company).

The Notes have an initial settlement date of May 3, 2011, with a
final maturity date of May 15, 2018.

The Notes have a fixed coupon of 5%.

The Notes rank pari passu with all other senior unsecured
obligations of Ford Credit.

The rating reflects the ownership of the Company and considers
that the predominant share of Ford Credit's business consists of
financing Ford Motor Company (Ford) vehicles and supporting Ford
dealers.


FUSION TELECOMMUNICATIONS: Borrows $51,000 from Marvin Rosen
------------------------------------------------------------
Fusion Telecommunications International, Inc., on April 26, 2011,
borrowed $51,000 from Marvin S Rosen, a Director of the Company.
This note (a) is payable on demand in full upon 10 days notice of
demand from the lender, (b) bears interest on the unpaid principal
amount at the rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                 About Fusion Telecommunications

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

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

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

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


GMX RESOURCES: Closes Lease Acquisition Pact with Arkoma, et al.
----------------------------------------------------------------
GMX Resources Inc. closed its previously announced lease
acquisition of certain working and revenue interests in
undeveloped acreage located in McKenzie and Dunn Counties, North
Dakota in the Bakken formation pursuant to a lease acquisition
agreement dated Jan. 24, 2011 by and among GMXR and Arkoma Bakken,
LLC, Long Properties Trust and Reynolds Drilling Co., Inc.

In connection with the closing under the Lease Acquisition
Agreement, GMXR and the Seller entered into a stockholder and
registration rights agreement.  The Stockholder and Registration
Rights Agreement provides that GMXR will use its best efforts in
accordance with reasonable commercial practice and without the
incurrence of unreasonable expense to file, within 60 days
following the closing date, a shelf registration statement on Form
S-3 or such other form under the Securities Act of 1933 then
available to GMXR, providing for the resale of the registrable
shares.  GMXR has also agreed to use its best efforts in
accordance with reasonable commercial practice and without the
incurrence of unreasonable expense to cause the shelf registration
statement to be declared effective by the Securities and Exchange
Commission.  GMXR has agreed to maintain the effectiveness of the
shelf registration statement until the earlier of (i) end of the
date three years from the date of its effectiveness and (ii) when
the holders no longer hold registrable shares.  The Stockholder
and Registration Rights Agreement also provides for piggyback
registration rights in the event GMXR proposes to offer and sell
shares of its common stock in an underwritten offering during the
effective period of the agreement.  The Stockholder and
Registration Rights Agreement contains other customary terms and
conditions, including indemnification by GMXR.

The Sellers have agreed pursuant to the Stockholder and
Registration Rights Agreement, not to offer, sell, pledge or
otherwise dispose of, directly or indirectly, the registrable
shares for six months following April 28, 2011.

A copy of the Stockholder and Registration Rights Agreement is
available for free at http://is.gd/mYSBRF

On April 28, 2011, GMXR issued an aggregate 3,542,091 shares of
GMXR common stock, par value $0.001 per share, to the Sellers as
partial consideration for the assets acquired by GMXR pursuant to
the Lease Acquisition Agreement, which included an undivided 87.5%
of the sellers' working interest and an 82.5% net revenue interest
in approximately 7,613 undeveloped acres located in McKenzie and
Dunn Counties, North Dakota.  This issuance of Common Stock to the
three accredited investors was effected pursuant to Section 4(2)
of the Securities Act of 1933.

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

As reported by the TCR on April 25, 2011, Standard & Poor's
Ratings Services said it assigned its 'B-' corporate credit rating
to Oklahoma City-based GMX Resources Inc.  The outlook is stable.
"The ratings on GMX Resources Inc. reflect the company's limited
scale of operations, meaningful exposure to weak natural gas
prices, a very aggressive near-term spending plan, limited
liquidity beyond 2011, and elevated debt leverage," said Standard
& Poor's credit analyst Paul B. Harvey.  "Near-term credit quality
will benefit from the liquidity provided by GMX's $200 million
senior unsecured note issuance and concurrent $100 million common
equity offering, as well as expectations for growing production
from its Haynesville Shale development," S&P related.


GSC GROUP: Disclosure Statement Hearing Set for May 25
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 25, 2011, at 9:30 a.m., to consider
approval of the disclosure statement explaining the Chapter 11
plan for GSC Group, Inc., and its debtor affiliates by a group of
non-controlling lenders.

Objections to the Disclosure Statement are due May 23.

As reported by the Troubled Company Reported on April 29, 2011,
Bloomberg News said that all secured lenders to GSC Group Inc.
other than Black Diamond Capital Finance LLC filed a Chapter 11
plan April 26 to prevent Chapter 11 trustee James L. Garrity from
selling the business to Black Diamond.  The plan proponents, who
call themselves the non-controlling lender group, say their plan
is the "most equitable and economic mechanism" for reorganization
and will avoid "significant tax liabilities" that would arise from
a sale of the investment manager.

According to the report, the non-Blackstone lenders' plan calls
for the secured lenders to receive all the new stock and $160
million in new 10% senior notes to mature in 2026.  The secured
lenders' recovery will be less than 100%.  Unsecured creditors
would receive nothing, because the lenders say the assets are
worth less than the secured debt.

According to the report, the lender group scheduled a May 25
hearing for approval of the disclosure statement explaining their
plan.  They want the bankruptcy court to fix a June 29 hearing to
consider confirmation of their plan.

The lenders, the report notes, contend that their disclosure
statement has sufficient information, even though they say it was
written "without access to the debtor's books and records."

The Non-Controlling Lender Group consists of all of the
Prepetition Lenders under the Debtors' Prepetition Credit
Agreement except for Black Diamond Lender.  The plan proponents
include affiliates of Credit Agricole SA, UBS AG and General
Electric Capital Corp.  The substantial majority of the Non-
Controlling Lenders are long-term Holders of Prepetition Lender
Secured Claims and nearly all of them acquired their Claims at
par.  As of April 25, the Non-Controlling Lenders hold
approximately 40% of the Prepetition Lender Secured Claims.

The Non-Controlling Lender Group is represented by:

      Evan C. Hollander, Esq.
      Abraham L. Zylberberg, Esq.
      WHITE & CASE LLP
      New York, NY 10036-2787
      Tel: (212) 819-8200
      Fax: (212) 354 8113

A full-text copy of the Disclosure Statement dated April 25 is
available at http://bankrupt.com/misc/GSCGROUP_DS425.pdf

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


H&S JOURNAL: Section 341(a) Meeting Set for May 12
--------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of H&S Journal Square Associates LLC on May 12, 2011, at 2:30
p.m., at the Office of the United States Trustee, 80 Broad Street,
Fourth Floor in New York.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 Bankruptcy Protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  J. Ted Donovan, Esq.,
Goldberg Weprin Finkel Goldstein LLP, represents the Debtor.  The
Debtor disclosed $20,799,032 in assets, and $18,944,510 in debts.


HARRISBURG, PA: Reviews Two Offers for Incinerator
--------------------------------------------------
Charles Thompson, writing for The Patriot-News, reports that New
York-based businessman Jacob Frydman on Thursday offered to lease
the city of Harrisburg's incinerator for 99 years for an up-front
cash payment of $140 million.  But as part of the proposed cure,
the city would have to part with most operational controls and
annual revenue streams from its public parking garages and the
incinerator itself.

Patriot-News further reports that Harrisburg Authority Chairman
Marc Kurowski confirmed that the Lancaster County Solid Waste
Management Authority also submitted a new offer for the Harrisburg
plant -- $124 million in cash, up from a cash value of $45 million
offered by LCSWMA earlier this year.

According to Patriot-News, both deals were discussed at a closed-
door meeting of authority, city and Dauphin County stakeholders on
Thursday.

Patriot-News notes that Mr. Kurowski, emerging from that meeting,
called both developments encouraging, but added it is way too
early to make commitments.

Patriot-News relates that deep in Mr. Frydman's 8-page letter of
intent, Mr. Frydman said his offer only stands if the city agrees
to a package deal -- a lease for the incinerator and the garages.
It's both or nothing.  Patriot-News relates Mr. Frydman has had a
75-year, $215 million offer to take over operations of
Harrisburg's parking garages and surface lots on the table since
2008.  So far, City Council has balked at that deal.  According to
Patriot-News, in recent talks with the city's state-appointed
financial recovery team, he has apparently offered a plan B for
the garages: $195 million for 50 years.

Patriot-News recounts that in past, city officials have said they
would net about $100 million from the parking garage leases
proposed by Mr. Frydman.

According to Patriot-News, with the new cash for the incinerator
thrown in, that's an infusion of about $240 million against a
total incinerator debt load now placed by the city's Act 47 team
at about $310 million.

Mr. Frydman, however, contends in his offer that "any remaining
debt and/or repayment obligations on guaranty payments would be
manageable and addressed relatively easily by the stakeholders."

Patriot-News relates many on City Council have made clear they are
worried about losing control of parking assets and revenues, going
forward, and have deep reservations about such a lease.  Some,
like Councilman Brad Koplinski, have also said they would insist
on a new bidding process before agreeing to any parking lease
deal.

Patriot-News reports other conditions in Mr. Frydman's proposal,
including:

     -- if the Harrisburg stakeholders accept his offer to
        negotiate, they deal with his partner firms exclusively
        until the deal either is consummated or falls apart.

     -- if his firms, after a period of due diligence, opt to
        complete the deal but the city and Dauphin County balk,
        Mr. Frydman seeks rights to a $10 million penalty payment.


HAWKER BEECHCRAFT: Delivers 66 Aircraft in First Quarter
--------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, delivered 66 aircraft
in the first quarter of 2011 versus 50 in the first quarter of
2010.  In addition, the Company ended the first quarter of 2011
with a $122 million higher backlog than 2010 year-end backlog.

"We are coming off of a solid 2010 and our momentum into 2011 is
encouraging," said Bill Boisture, HBC Chairman and CEO.  "While
the first quarter is historically a quieter one for the industry,
we believe the uptick in our aircraft shipments and increased
backlog is evidence of the ongoing demand for our products."

The Company reported net sales for the three months ended
March 31, 2011, of $558.4 million, a modest decrease of
$9.8 million compared to the same period of 2010.

During the three months ended March 31, 2011, the Company recorded
an operating loss of $37.9 million, an increased loss of $12.8
million compared to $25.1 million during the same period of 2010.

                     About Hawker Beechcraft

Headquartered in Wichita, Kansas, Hawker Beechcraft Acquisition
Company, LLC -- http://www.hawkerbeechcraft.com/-- is a leading
designer and manufacturer of business jet, turboprop and piston
aircraft.  The Company is also the sole source provider of the
primary military trainer aircraft to the U.S. Air Force and the
U.S. Navy and provide military trainer aircraft to other
governments.  The Company has a diverse customer base, including
corporations, fractional and charter operators, governments and
individuals throughout the world.  The Company provides parts,
maintenance and flight support services through an extensive
network of service centers in 32 countries to an estimated
installed fleet of more than 37,000 aircraft.

The Company reported a net loss of $304.3 million on
$2.805 billion of total sales for the year ended Dec. 31, 2010,
compared with a net loss of $451.3 million on $3.198 billion of
total sales during 2009.

                          *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service and a 'CCC+'
long-term corporate credit rating from Standard & Poor's Ratings
Services.


HCA HOLDINGS: Posts $334 Million Net Income in First Quarter
------------------------------------------------------------
HCA Holdings, Inc., reported net income of $334 million on
$8.05 billion of revenue for the first quarter of 2011, compared
with net income of $476 million on $7.54 billion of revenue for
the same quarter a year ago.

The Company's balance sheet at March 31, 2011 showed
$23.81 billion in total assets, $31.59 billion in total
liabilities, and a $7.78 billion total deficit.

"Our view of the first quarter is a positive one, marked by strong
increases in patient volumes, effective cost management and
continued focus on our quality and patient service agendas," said
Richard M. Bracken, Chairman of the Board and Chief Executive
Officer of HCA.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/5uQyoU

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months
ended Sept. 30, 2010, the company recognized revenue in excess
of $30 billion.

                          *     *     *

In November 2010, Moody's Investors Service confirmed the existing
ratings of HCA, including the 'B2' Corporate Family and
Probability of Default Ratings.  Moody's assigned a Caa1 (LGD6,
96%) rating to HCA, Inc.'s proposed offering of $1.525 billion of
senior unsecured notes due 2021 to be issued at a parent holding
company.

HCA's 'B2' Corporate Family Rating anticipates that the company
will continue to operate with significant leverage.  Pro forma for
the proposed debt financed distribution Moody's estimate that
adjusted leverage would have been 5.2 times at Sept. 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HERITAGE CONSOLIDATED: Can Obtain Premium Financing from PAC
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas ahs
approved the motion of Heritage Consolidated LLC, et al., for a
new insurance premium financing agreement with Premium Assignment
Corporation (together with its successor or assigns, "PAC").

PAC will have a first priority lien against, and security interest
in, unearned premiums or other sums which may become payable under
the Current Insurance Policies and will also have a claim to
unearned premiums or other sums which may become payable under the
Current Insurance Policies that is senior to any claims under
sections 503, 506(b), or 507(b) of the Bankruptcy Code.

In the event PAC fails to receive any payment due under the New
Insurance Premium Agreement within fifteen (15) days of the due
date, the automatic stay provided by section 362 of the Bankruptcy
Code will thereupon be terminated without the necessity of a
motion, further hearing, or order of the Court to permit PAC to
exercise its rights and remedies under the New Insurance Premium
Agreement, including without limitation the rights to: (i) cancel
the Current Insurance Policies; and (ii) collect and apply
unearned premiums payable under the Current Insurance Policies to
the balance owed under the New Insurance Premium Agreement.

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  Joe
E. Marshall, Esq., Kathleen M. Patrick, Esq., and Lee J. Pannier,
Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas; and Kevin D.
McCullough, Esq., and Kerry Ann Miller, Esq., at Rochelle
McCullough LLP, in Dallas, Texas, serve as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HORIZON LINES: Reaches Agreement with CSX Corporation
-----------------------------------------------------
Horizon Lines, Inc., has finalized an agreement with CSX
Corporation to reduce charter payments on three vessels leased
from CSX.

Under the agreement, charter hire expense has been reduced by $3
million annually, retroactive to January 2011, through the January
2015 expiration of the charter.  The agreement represents a total
savings of $12 million for Horizon Lines over the remaining life
of the charter.  The three chartered vessels, the Horizon
Anchorage, Horizon Tacoma, and Horizon Kodiak, serve in the Alaska
tradelane and were built in 1987.

"We greatly appreciate the willingness of CSX to provide
meaningful financial assistance as we work to refinance our debt
and position Horizon Lines for long-term success," said Michael T.
Avara, Executive Vice President and Chief Financial Officer.  "As
our former parent company, CSX remains a valued and very important
business partner."

The reduction in charter hire expense of $3 million this year that
was achieved by the finalization of this agreement was previously
included in company estimated 2011 cost-savings projections of $18
million or greater.

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on
$1.16 billion of operating revenue for the fiscal year ended
Dec. 26, 2010, compared with a net loss of $31.27 million on
$1.12 billion of operating revenue for the fiscal year ended
Dec. 20, 2009.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


HOVNANIAN ENTERPRISES: Completes $12MM Secured Notes Offering
-------------------------------------------------------------
K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of
Hovnanian Enterprises, Inc., completed an underwritten public
offering of $12,000,000 aggregate principal amount of 10 5/8%
Senior Secured Notes due 2016, pursuant to an underwriting
agreement dated April 29, 2011, among K. Hovnanian, Hovnanian, as
guarantor, the subsidiary guarantors named therein, and Credit
Suisse Securities (USA) LLC.  In connection with the consummation
of the offering of the Notes, K. Hovnanian, Hovnanian, the
subsidiary guarantors party thereto and Wilmington Trust Company,
as trustee, entered into a First Supplemental Indenture, to the
Indenture dated as of Oct. 20, 2009, among K. Hovnanian,
Hovnanian, the other guarantors party thereto and the Trustee.
The Notes were issued as additional 10 5/8% Senior Secured Notes
due 2016 under the Indenture.

Hovnanian and most of Hovnanian's existing and future restricted
subsidiaries are guarantors of the Notes.  Hovnanian's home
mortgage subsidiaries, joint ventures and subsidiaries holding
interests in Hovnanian's joint ventures, certain of its title
insurance subsidiaries and its foreign subsidiary are not
guarantors.  The Notes and the guarantees are secured, subject to
permitted liens and certain exceptions, by a first-priority lien
on substantially all of the assets owned by K. Hovnanian,
Hovnanian and the other guarantors.

The Notes bear interest at 10 5/8% per annum and mature on
Oct. 15, 2016.  Interest is payable semi-annually on April 15 and
October 15 of each year, beginning on Oct. 15, 2011, to holders of
record at the close of business on April 1 or October 1, as the
case may be, immediately preceding each such interest payment
date.

The Indenture contains restrictive covenants that limit among
other things, the ability of Hovnanian and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase senior secured, senior and
subordinated notes and common and preferred stock, make other
restricted payments, make investments, sell certain assets, incur
liens, consolidate, merge, sell or otherwise dispose of all or
substantially all of its assets and enter into certain
transactions with affiliates.  The Indenture also contains
customary events of default which would permit the holders of the
Notes to declare those Notes to be immediately due and payable if
not cured within applicable grace periods, including the failure
to make timely payments on the Notes or other material
indebtedness, the failure to satisfy covenants, the failure of the
documents granting security for the Notes to be in full force and
effect, the failure of the liens on any material portion of the
collateral securing the Notes to be valid and perfected and
specified events of bankruptcy and insolvency.

The sale of the Notes was made pursuant to Hovnanian's, K.
Hovnanian's and the subsidiary guarantors' Registration Statement
on Form S-3 and the prospectus supplement, dated April 29, 2011,
to the prospectus contained therein dated April 18, 2011.

Hovnanian intends to use the net proceeds from the offering of the
Notes together with cash on hand to fund the redemption of all of
K. Hovnanian's outstanding 11 1/2% Senior Secured Notes due 2013
and 18.0% Senior Secured Notes due 2017.  As of Jan. 31, 2011,
there were approximately $0.5 million aggregate principal amount
of Second Lien Notes outstanding and approximately $11.7 million
aggregate principal amount of Third Lien Notes outstanding.  On
May 4, 2011, concurrently with the closing of the offering, K.
Hovnanian issued notices of redemption to holders of the Junior
Lien Notes specifying a redemption date for the Junior Lien Notes
of June 3, 2011.

In connection with the offering of the Notes, K. Hovnanian entered
into an Eighth Supplemental Indenture dated April 21, 2011, among
K. Hovnanian, Hovnanian, as guarantor, the other guarantors party
thereto, and Deutsche Bank National Trust Company, as successor
trustee, pursuant to which K. Hovnanian amended the Indenture,
dated as of Nov. 3, 2003, as supplemented by the Seventh
Supplemental Indenture dated as of June 12, 2006, by and among K.
Hovnanian, Hovnanian, as guarantor, the other guarantors party
thereto and, the 2017 Notes Trustee, under which K. Hovnanian's
8 5/8% Senior Notes Due 2017 were issued.

                    About Hovnanian Enterprises

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

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

                           *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.


IL LUGANO: Hearing on Creditors' Conversion Plea Today
------------------------------------------------------
The Hon. Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut will convene a hearing on May 10, 2011, at
10:00 a.m., to consider the request to convert the Chapter 11 case
of IL Lugano, LLC, to one under Chapter 7 of the Bankruptcy Code.

EPI Lugano, LLC, and EPI NCL, LLC, the Debtor's principal
creditor, explained that the Debtor scheduled its condominium-
hotel project as having a value of approximately $47 million.  Its
scheduled debts of approximately $7 million.  Instead of paying
all creditors in full, the Debtor has expended further money on
its property and has unsuccessfully attempted to operate a hotel
business.  The Debtor's losses totaled $8,173,234.

EPI hold a claim of $5.4 million.

EPI is represented by:

         Mark I. Fishman, Esq.
         NEUBERT, PEPE & MONTHEITH, P.C.
         195 Church Street, 13th Floor
         New Haven, CT 06510
         Tel: (203) 821-2000
         E-mail: mfishman@npmlaw.com

                          About Il Lugano

Il Lugano LLC is a single-asset real estate with a four-star,
boutique-styled, luxury condominium and hotel property located in
Ft. Lauderdale, Florida.

Il Lugano filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 08-50811) on Aug. 29, 2008, Judge Alan H.W. Shiff presiding.
Douglas J. Buncher, Esq. -- dbuncher@neliganlaw.com-- at Neligan
Foley LLP in Dallas, Texas, and James Berman, Esq. --
jberman@zeislaw.com-- at Zeisler and Zeisler in Bridgeport,
Connecticut, serve as the Debtor's bankruptcy counsel.  When the
Debtor filed for protection from its creditors, it estimated
assets between $50 million and $100 million and debts between
$1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
September 2, 2008, and to allow adequate time for completion of
the restaurant and sale of the property.

SageCrest II is also in chapter 11 proceedings (Bankr. D. Conn.
Case No. 08-50754) before the Connecticut Bankruptcy Court.


IMAGEWARE SYSTEMS: Presented at Taglich 8th Annual Conference
-------------------------------------------------------------
ImageWare Systems, Inc., on May 3, 2011, presented to the Taglich
Brother's 8th Annual Small Cap Equity Conference.  At the
conference, the Company disclosed, among other things, certain
unaudited sales information for the years 2008 through 2010, and
for the quarter ending March 31, 2011.  A copy of the information
distributed is available for free at http://is.gd/QfXGsa

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


INDIANA EQUITY: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Indiana Equity Investments, LLC
        aka Autumnwoods Apts.
        Brendonwood Apts.
        4127 W. 127th Street
        Alsip, IL 60803

Bankruptcy Case No.: 11-19277

Chapter 11 Petition Date: May 5, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Joseph Junkovic, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Joseph Junkovic                       10-55888            12/20/10

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City Utilities                     --                     $118,523
1 E. Main Street
Suite 122
Fort Wayne, IN 46802

Snow & Sauerteig, LLP              --                      $73,130
203 East Berry Street
Suite 1310
Fort Wayne, IN 46802

A Supherb Floor, Inc.              --                      $13,286
1627 St. Louis Avenue
Fort Wayne, IN 46819

National Serv-All                  --                       $6,948

American Electric Power            --                       $3,431
Michigan Power

Chuhak & Tecson, P.C.              --                       $2,035

Porter Paints                      --                       $1,946

Isaac Perry                        --                       $1,805

A-1 Sanitary Sewer                 --                       $1,460

Tel Assist                         --                         $367

Orkin Pest Control                 --                         $294

Lowe's Commerical Services         --                         $244

Home Appliance Leasing             --                         $187

Pitney Bowes, Inc.                 --                          $66

Sprint                             --                          $55


INNKEEPERS USA: Shareholders Dispute Sale of 5 Hotels
-----------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that a group of shareholders is attempting to block
Innkeepers USA Trust's $1.12 billion sale of its properties to
Cerberus Capital Management and Chatham Lodging Trust, arguing
that the Debtors unexpectedly placed several other properties on
the block that were to be withheld from the auction.

According to DBR, the shareholders said in court papers Friday
that Innkeepers USA is trying to slip through a separate $195
million sale of five hotels to a second Chatham entity without
adequately marketing those properties.

According to DBR, shareholders said that, despite never having
made a formal request to the court to sell those properties,
Innkeepers "decided to proceed anyway with an auction."  The
shareholders said they never even received definitive notice that
the auction of those properties would be held.

Innkeepers will return to Court today to seek approval of the
deals.

As reported by the Troubled Company Reporter on May 4, 2011,
Innkeepers concluded a two-day auction that determined the
sponsors of the Company's Plan of Reorganization and yielded an
increase in value of more than $145 million when compared to the
stalking horse bid approved by the Bankruptcy Court.

The first successful proposal was submitted by a joint venture
between the private-equity firm Cerberus Capital Management, L.P.
and real estate investment trust Chatham Lodging.  The joint
venture agreed to acquire the Debtors' interests in the portfolio
of hotel properties that comprise the collateral for Innkeepers'
$825.4 million fixed rate mortgage pool loan and the $238 million
floating rate mortgage pool loan. The final purchase price to be
paid by the joint venture is $1.1 billion.

The second successful proposal was submitted by Chatham Lodging
for the five properties (Residence Inn Mission Valley, Residence
Inn Anaheim (Garden Grove), Doubletree Washington, DC, Residence
Inn Tyson's Corner, and Homewood Suites San Antonio) that serve as
collateral for loan trusts serviced by LNR Partners LLC. The final
purchase price is $195 million.

According to DBR, the shareholders said the reason Chatham's bid
went largely unchallenged is that very few potential bidders knew
of the auction.

A hearing on Innkeepers' disclosure statement will also take place
today and Innkeepers expects that a hearing on confirmation of
their Plan of Reorganization will take place on June 23.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNOVIDA HOLDINGS: Ch. 11 Trustee Seeks to Help Worker at UAE Unit
------------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Chapter 11 trustee Mark Meland for InnoVida
Holdings LLC is seeking bankruptcy court permission to spend
company money to assist a Filipina worker in the company's plant
in the United Arab Emirates, whose visa has expired but can't
afford to fly home after InnoVida stopped reimbursing her
expenses.

According to the report, the Filipina, which is more than six
months pregnant, is being pursued by a creditor over a delinquent
rental car bill, and facing jail time,

"At any moment, she may be incarcerated due to this outstanding
bill," Mr. Meland said in court papers.

Mr. Meland proposed spending $4,500 to cover fines related to her
expired visa, her car rental expense and a one-way ticket back to
the Philippines, according to court documents filed with the U.S.
Bankruptcy Court in Miami.

DBR relates that soon after Mr. Meland took over the case, he
discovered the group of InnoVida Holdings workers who became
stranded as the company's subsidiary operations in the UAE
struggled.  He estimated that problems involving the subsidiary
would cost $1 million to remedy, but he can only find $300,000 in
all of InnoVida's bank accounts.

"The situation for the [subsidiary's] employees in the UAE is
dire," Mr. Meland said in court papers, according to DBR. "In
short, they are foreign nationals that are not being paid and in
some instances, staying illegally in the country now that their
visas have expired. Many do not have the monetary ability to leave
the UAE and creditors are now pursuing them for unpaid bills and
threatening to seek incarceration."


JACKSON HEWITT: NYSE Suspends Common Stock; Shares on OTC Market
----------------------------------------------------------------
Jackson Hewitt Tax Service Inc. received notice from the New York
Stock Exchange that the Company's common stock would be suspended
from the NYSE prior to the opening of trading on the NYSE on
Monday, May 9, 2011.  As indicated in a press release issued by
the NYSE on May 3, 2011, the NYSE determined to suspend and
initiate delisting of the Company's common stock because the
Company's common stock did not have an average closing price of at
least $1.00 per share over the prior 30 trading day period, the
average aggregate value of the Company's common stock over the
prior 30 trading day period was less than $50 million and the
Company did not have stockholders' equity of at least $50 million.
The Company understands that bid and ask quotations for its common
stock may be available in the over-the-counter market.

As previously announced by the Company on April 29, 2011, the
Company remains in discussions with the lenders under its Amended
and Restated Credit Agreement, originally dated as of Oct. 6, 2006
and amended through April 29, 2011, with Wells Fargo Bank, N.A.
(as successor-by-merger to Wachovia Bank, National Association),
as Administrative Agent, to agree upon a mutually satisfactory
restructuring of the Company's balance sheet and go-forward
funding needs.  While the terms of any restructuring remain to be
finalized, the terms of the restructuring currently under
discussion with the lenders do not contemplate that any value will
be available for shareholders.  No assurance can be given with
respect to the terms or timing of any contemplated restructuring.

                       About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


KANSAS CITY SOUTHERN: S&P Puts 'BB-' Rating on $200MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Mexico-based Kansas City Southern de Mexico S.A. de C.V.'s (KCSM)
proposed $200 million senior unsecured notes due June 15, 2021.
The issue-level rating on the notes is the same as the 'BB-'
corporate credit ratings on KCSM and its parent, Kansas City
Southern (KCS). Based on Standard & Poor's recovery criteria for
Mexico, the unsecured recovery rating is capped at '3', indicating
that lenders can expect meaningful (50%-70%) recovery in the event
of a payment default. The company will use proceeds from the debt
issue, along with cash on hand, to pay off the remainder of KCSM's
7.625% notes due 2013 and the 7.375% notes due 2014.

The ratings on freight railroad KCS reflect its aggressive
financial risk profile, capital intensity, and meaningful exposure
to cyclical end markets such as automotive and manufacturing,
particularly in Mexico through its KCSM subsidiary; KCS acquired
the Mexican railroad company in April 2005. The favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network partly offset these
risks. "We view the company's business risk profile as
satisfactory and consider its financial profile aggressive," S&P
stated.

"Because of improving freight volumes (particularly in Mexico) and
stable pricing trends, we expect KCS to maintain satisfactory
operating profitability and generate funds from operations (FFO)
to total debt in the mid-20% range in 2011. Following the proposed
note issuance, we expect KCS's maturity profile to improve, given
its limited refinancing needs through 2013. We could lower the
ratings if liquidity becomes constrained or if FFO to total debt
consistently falls below 20%. On the other hand, we could raise
the ratings on the company if earnings improvement results in FFO
to total debt in the upper-20% area on a sustained basis," S&P
added.

Rating List

Kansas City Southern de Mexico S.A. de C.V.    BB-/Stable/--

New Rating

Kansas City Southern de Mexico S.A. de C.V.
$200 mil sr unsec notes due 2021              BB-
  Recovery rating                              3


KINGSWAY AMIGO: AM Best Cuts Financial Strength Rating to 'C++'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C++ (Marginal) from B- (Fair) and the issuer credit rating
(ICR) to "b" from "bb-" of Kingsway Amigo Insurance Company
(Amigo) (Miami, FL).  The outlook for both ratings is negative.

The rating actions follow Amigo's year-end 2010 operating
performance, which resulted in a surplus loss of more than
34%.  The ratings also reflect Amigo's weak risk-adjusted
capitalization, above average financial and operating leverage
and unprofitable earnings trends, caused by previous significant
growth.  In addition, the ratings recognize the challenges Amigo
faces from strong competitive markets, weak economic conditions,
declining premium volume and rising claims costs.  These concerns
are partially offset by Amigo's actions to improve efficiency and
customer service; improve performance by canceling unprofitable
agents and accounts; focus on core nonstandard automobile
insurance; and consolidate management and back-office operations.

Amigo, along with its affiliates, was sold at the end of the first
quarter of 2011, through the sale of its parent, Hamilton Risk
Management Company, to Acadia Acquisition Partners, LP.  Kingsway
America Inc. will act as the general partner and hold a limited
partnership investment.  Many of the aforementioned offsetting
rating factors will be accentuated through this sale, most
notably, the expense position and the simplified managerial
structure.


LABELCORP HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
LabelCorp to stable from negative and affirmed the corporate
credit rating at 'B'.

At the same time, Standard & Poor's assigned a 'B+' issue rating
and a '2' recovery rating to the company's proposed $25 million
revolving credit facility and $150 million first lien term loan.
The '2' recovery rating indicates its expectation for substantial
(70%-90%) recovery in the event of a payment default. Standard &
Poor's also assigned a 'CCC+' issue rating and a '6' recovery
rating to the company's proposed $100 million second lien term
loan. The '6' recovery rating indicates its expectation for
negligible (0%-10%) recovery in the event of a payment default.

The ratings reflect the company's weak business risk profile,
which incorporates its relatively narrow scope of operations in
the highly fragmented North American prime labels segment of the
packaging industry, its high customer concentration, and low
geographic diversification. The ratings also incorporate the risks
associated with an acquisitive growth strategy and its highly
leveraged financial profile. These negative factors are only
partially offset by the company's solid market positions in a
niche segment--pressure-sensitive prime labels--of the label
market, its longstanding relationships with key customers, and
improved liquidity and debt maturity profile following its
proposed refinancing.

"After the completion of the refinancing, we expect LabelCorp to
have adequate sources of liquidity to cover its needs over the
next few years, even in the event of moderate, unforeseen EBITDA
declines," said Standard & Poor's credit analyst Henry Fukuchi.

"Favorable business conditions should support gradual improvement
of the financial profile and preservation of adequate liquidity.
We expect recovering sales volumes in LabelCorp's main end markets
and the ongoing benefits of cost reductions to support improved
profitability and the strengthening of its financial profile in
the next 12 months," Mr. Fukuchi continued.

The company plans to use the $250 million in total proceeds to
repay $235 million in existing debt and add $6 million of cash to
its balance sheet with the remainder to pay transaction fees and
expenses. Standard & Poor's does not expect the company to have
drawn on the new $25 million revolver at the close of the
transaction.


LAX ROYAL: Can Use MSCI 2006-IQ11 Cash Collateral Until June 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted LAX Royal Airport Center, LP's emergency motion to use
cash collateral, despite opposition of secured creditor MSCI 2006-
IQ11 West Century Limited Partnership to the motion.

The Debtor is authorized to use cash collateral for operating and
maintenance expenses, property taxes, insurance (for the property
and workers compensation and medical insurance for noninsider
employees), noninsider salaries, compensation and benefits to the
Debtor's insiders (to the extent approved in accordance with
insider compensation procedures), and mortgage payments through
and including June 10, 2011, in amounts not to exceed those set
forth on the budget plus a 10% variance (plus such additional
amounts as may be authorized in advance by the Lender in writing).

The Lender will receive a replacement lien on postpetition rents
to secure the diminution in value of its prepetition collateral.

The Court will conduct a hearing on the Debtor's request for
continued use of cash collateral on June 9, 2011, at 11:00 a.m.
The Debtor is ordered to filed its application to continue to use
cash collateral together with an updated budget for the period of
of proposed use not later than May 23, 2011.

Oppositions to the foregoing motion for further use of cash
collateral must be filed and served not later than June 2, 2011.

As reported in the TCR on Jan. 28, 2011, the Debtor is indebted to
MSCI in an amount in excess of $8,476,616.

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  Michael N. Sofris, Esq., of Beverly
Hills, Calif., 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.


LAX ROYAL: Files Plan; Creditors to be Paid Over Time
-----------------------------------------------------
LAX Royal Airport Center, LP, has filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Central District of
California.
The Plan designates three classes of claims and interests.

The first position Secured Claim of Morgan Stanley secured by a
lien against the entire LAX Royal Airport Center, the Tenant
leases, and the Ground Lease under Class 1 will receive deferred
cash payments equal to the amount of its Allowed Secured Claim of
a value, as of the Effective Date, of its interest in the estate's
interest in its collateral.  Specifically, Morgan Stanley will
receive deferred payments of principal and interest on its Allowed
Claim on a 40-year amortization.  The Debtor estimates this amount
to be $37,302.13.  The contract rte of interest in 5.70 p.a.
Simple interest.

Holders of Allowed Timely Filed Unsecured Claims under Class 2
will receive payments of the remainder of the Debtor's net income
after payment of all higher priority claims under the Plan for 3
years following the Effective Date.  Distributions to Class 2
claimants will be made semi-annually and paid to holders of
Allowed Claims pro rata.  Class 2 claimants will receive at least
the Minimum Dividend under the Plan.

The members of the Debtor under Class 3 will retain their
Interests in the Debtor.

Class 1 and Class 2 are impaired under the Plan and thereby
entitled to vote.  Class 3 is unimpaired under the Plan.

The Debtor will utilize rents from the Center to operate it and
make all required payments under the Plan.  To the extent that
such funds are inadequate the Debtor will borrow or its members
will contribute adequate sums to perform the Plan.

On the Effective Date, the Debtor will pay any all Allowed
Administrative Claims for professional fees and costs allowed by
order of the Court unless the claimant agrees to another
treatment, from the Claims Trust Account.  Professional fees and
costs incurred after Confirmation will be paid from the sums
reserved for professional fees.

The Debtor will pay any State and Federal tax claims which may
exist on the later of the Effective Date of when they are due.

A copy of the Plan is available for free at:

            http://bankrupt.com/misc/LAXRoyal.Plan.pdf

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  Michael N. Sofris, Esq., of Beverly
Hills, Calif., 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.


LEE ENTERPRISES: Withdraws $1.055BB Proposed Private Offering
-------------------------------------------------------------
Lee Enterprises, Incorporated, disclosed a letter from Mary E.
Junck, the Company's chairman, president and chief executive
officer, to its stockholders discussing, among other matters, the
Company's withdrawal of its  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 its common stock, $2.00 par value.

"In deciding to withdraw the proposed offerings, we concluded that
market conditions were not sufficiently favorable at this time,
primarily in light of recent bumps in the economy and a slowdown
in revenue recovery for the industry and Lee," Ms. Junck said.
"Perhaps because of these economic uncertainties, potential
investors sought terms and conditions we believe were not in the
best interest of Lee or its stockholders," she added.

According to Ms. Junck, the Company will continue to pursue
alternatives and fully expect to refinance its 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.

As reported by the TCR on May 6, 2011, Moody's Investors Service
has withdrawn all ratings assigned to Lee Enterprises,
Incorporated as a result of the Company's announcement that it was
not moving forward with the proposed refinancing, warranting the
rating withdrawal.  Since Moody's does not rate any of Lee's
existing debt, Moody's also withdrew the company's Corporate
Family Rating, Probability of Default Rating, and Speculative
Grade Liquidity Rating.  Moody's previously assigned a Caa1
Corporate Family Rating for Lee Enterprises.


LEGACY AT JORDAN: Cash Collateral Hearing Continued Until May 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has continued until May 13, 2011, at 10:00 a.m., the
hearing to consider The Legacy at Jordan Lake, LLC's further
access to its prepetition lender's cash collateral.

The Court previously authorized the Debtor to incur postpetition
financing and use cash collateral to continue the development of
the subdivision.  The Debtor owns certain lots and raw land which
comprises the residential subdivision known as The Legacy at
Jordan Lake.

Capital Bank is authorized to advance funds in the monthly amount
of $14,200 pursuant to its existing Secured financing arrangement
or through use of its cash collateral, the source of which is at
Capital Bank's sole discretion.

Prior to the bankruptcy filing, Capital Bank took a security
interest in the Debtor's assets, including cash being held in a
market account at Capital Bank with an approximate principal
balance as of the petition date of $500,000, plus accrued
interest.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors said that Capital Bank's liens on the
collateral securing the indebtedness will extend to its
postpetition assets.

At the hearing, the Court will also consider Capital Bank's motion
for relief from stay, or in the alternative motion for adequate
protection, and the motion for valuation of collateral of Capital
Bank.

                 About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C.
Case No. 10-03317) on April 27, 2010.  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated assets and debts
at $10 million to $50 million.


LEHMAN BROTHERS: Axa, BNP, BNY Agree on Return of Funds
-------------------------------------------------------
Lehman Brothers and Axa Mezzanine II SA, Sicar and MD Mezzanine
SA, Sicar, entered into a bankruptcy court-approved stipulation
stating that the prepetition trades relating to the secondary loan
market and the Debtors' purchase and sale of par and distressed
commercial loans are assumed.  AXA will pay Lehman Commercial
Paper Inc. EUR37,500,000.

Meanwhile, James Giddens, trustee of Lehman Brothers Inc.,
obtained court approval of an agreement to close LBI's accounts at
BNP Paribas Securities Services.  The agreement requires the
transfer of cash and securities held in those accounts to
financial institutions designated by the trustee, and reimburse
BNPSS as much as $l00,000 for the expenses incurred from the
transfer.

The Court approved the stipulation between LBI Trustee and The
Bank of New York Mellon for the return by BNY of $14,097,971 and
the closing out of outstanding transactions between BNY and
Lehman Brothers Inc.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LENNY DYKSTRA: Indicted for Bankruptcy Fraud
--------------------------------------------
The Associated Press reports that former New York Mets and
Philadelphia Phillies outfielder Lenny Dykstra has been indicted
by a Los Angeles federal grand jury in a bankruptcy fraud case.

The AP recounts federal prosecutors brought 13 counts against Mr.
Dykstra, including bankruptcy fraud, obstruction of justice,
concealing property from the bankruptcy estate and other charges.
If found guilty on all charges, the AP says Mr. Dykstra faces a
maximum of 80 years in prison.

Dan Rivoli at Bankruptcy Law360 relates that was indicted on
bankruptcy fraud charges for allegedly selling items from his
$18 million mansion.

                        About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LEVELLAND/HOCKLEY: Sec. 341 Creditors' Meeting Set for June 2
-------------------------------------------------------------
The United States Trustee for the Northern District of Texas will
convene a meeting of creditors in the bankruptcy case of
Levelland-Hockley County Ethanol, LLC, on June 2, 2011, at 1:00
p.m. at Federal Building, 1205 Texas Ave., Room 310, in Lubbock.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

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

In addition, the Notice of 341 Meeting indicates that proofs of
claim are due by Aug. 31, 2011, except for claims of governmental
units.

                      About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas.  In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


LEVELLAND/HOCKLEY: Has Financing From Unnamed Biofuel Firm
----------------------------------------------------------
Levelland/Hockley County Ethanol LLC said in papers filed in
Bankruptcy Court that it anticipates submitting for Court approval
a motion to approve a post-petition supply and financing contract
with a highly respected Bio-Fuel company that will enable it to
operate its ethanol production plant at full capacity.  The Debtor
said operations at or near capacity will ensure that it can take
advantage of the significant equity in the Plant above the total
of its secured lender's debts.

In the meantime, the Debtor seeks permission from the Court to use
cash collateral securing obligations to its lenders on a limited
basis and under the constrictions of a proposed budget to preserve
its options to pursue the post-petition contract and financing
agreement.

                      About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas. In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


LEVELLAND/HOCKLEY: Projects $100T Weekly Cash Burn in June
----------------------------------------------------------
Levelland/Hockley County Ethanol LLC said it is in immediate and
irreparable need to use cash securing its obligation to its
prepetition lenders to continue its business and pay employees and
postpetition obligations.  The Debtor has prepared a four-week
budget.  It expects that it will need $95,000 to meet its
obligations for the stub week of the bankruptcy through the first
week of May 2011.  Afterwards the cash burn rate is approximately
$100,000 a week through the first week in June.

Accordingly, the Debtor seeks permission from the Bankruptcy Court
to use its lenders' cash collateral.

AS of the petition date, the Debtor has cash in its bank accounts
totaling $1,294,000.  The Debtor said its lenders' perfected
security interests appear to cover the cash in the Debtor's
deposit accounts.

The Debtor's secured bank group, represented by GE Energy
Financial Services, is owed $33,320,000 in principal and accrued
interest as of the petition date, and it owes $9,040,000 in
principal and interest to its subordinated secured lender, Farmers
Energy Levelland, LLC, who is also member holding 48.6% of the
equity interests in the LLC.  Farmers Energy Levelland is an
affiliate of Rex American Resources Group.

The Debtor's unsecured and other obligations, based on its books
and records and estimates, as of the petition date are $4,683,000.

While it is not expected that the Debtor's operations during the
next four weeks will result in any profit (in fact the preparation
for increased production will be a losing sum game for this first
four weeks, the Debtor projects substantial earnings and
profitable operations beginning in June and replenishing all of
the cash collateral used by the end of July.

                      About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas. In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


LITHIUM TECHNOLOGY: Arch Hill Discloses 48.37% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Arch Hill Capital, NV, disclosed that it
beneficially owns 1,169,049,852 shares of common stock of Lithium
Technology Corporation representing 48.37% of the shares
outstanding.  Stichting Gemeenschappelijk Bezit LTC also owns
755,337,303 shares.  As of April 1, 2011, the Company had issued
and outstanding 1,907,371,256 shares of common stock.

On April 28, 2008, the Company entered into a Governance Agreement
with certain shareholders of the Company, including Cees Borst,
Stichting LTC, and Arch Hill Capital.  The Investors included
eight persons or entities that were holders of shares of the
Company's Series C Preferred Stock, which has now been converted
entirely into Common Stock, or Common Stock.  The Investors
beneficially owned approximately 29% of the Company's Common Stock
in the aggregate at the time of execution of the Governance
Agreement.  The Governance Agreement was no longer applicable and
by letter dated April 12, 2011 and delivered on April 21, 2011,
Arch Hill provided notice of termination thereof to each of the
Investors named therein.

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

                        http://is.gd/fYusPs

                     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.


LOCATEPLUS HOLDINGS: Dismisses Livingston & Haynes as Accountants
-----------------------------------------------------------------
LocatePLUS Holdings Corporation notified Livingston & Haynes,
P.C., that it was dismissed as the Company's independent
registered public accounting firm.  Concurrently on May 3, 2011,
the Company engaged Moody, Famiglietti & Andronico, LLC.  The
Company provides, pursuant to Item 304(a)(3) of Regulation S-K, a
copy of the letter that L&H provided to the SEC agreeing with the
disclosures contained in this report.

The Audit Committee of the Board of Directors of the Company
recommended and approved the decision to change independent
registered public accounting firms.

The audit reports of L&H on the financial statements of the
Company as of and for the years ended Dec. 31, 2010 and 2009
included an informational paragraph as to a "going concern"
uncertainty and  in addition the audit report for the year ended
Dec. 31, 2010 was qualified as to other uncertainties.

During the Company's two most recent fiscal years ended Dec. 31,
2010 and Dec. 31, 2009, and from Jan. 1, 2011 through March 31,
2011, there were no disagreements with L&H on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to L&H's satisfaction, would have caused L&H to
make reference to the subject matter of such disagreements in
connection with its reports on the financial statements for such
periods.

During the Company's two most recent fiscal years ended Dec. 31,
2010 and Dec. 31, 2009, and from Jan. 1, 2011 through March 31,
2011, there were no reportable events, except that as of the end
of fiscal 2010, the Company reported in its Annual Report on Form
10-K for the year ended Dec. 31, 2010 that its Chief Executive
Officer had concluded that at the end of this reporting period the
Company had identified matters that would constitute material
weaknesses in its internal controls over financial reporting and
that because material weaknesses exist, internal controls over
financial reporting were not effective at that time.  Since
Dec. 31, 2010 the Company has added personnel and taken additional
steps to improve its internal controls.

The Company did not, nor did anyone on its behalf, consult MFA
during the Company's two most recent fiscal years ended Dec. 31,
2010 and Dec. 31, 2009, and from Jan. 1, 2011 through March 31,
2011, regarding:

   (i) the application of accounting principles to a specified
       transaction, or the type of audit opinion that might be
       rendered on the Company's financial statements, and no
       written or oral advice was provided to the Company that MFA
       concluded was an important factor considered by the Company
       in reaching a decision as to any accounting, auditing, or
       financial reporting issue; or

  (ii) any matter that was either the subject of a disagreement
       or any reportable event.

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $1.61 million on $7.89 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $2.84 million on $7.26 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.21 million
in total assets, $12.07 million in total liabilities and a
$9.94 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Livingston & Haynes,
P.C., in Wellesley, Massachusetts, noted that the Company has an
accumulated deficit at Dec. 31, 2010 and has suffered substantial
net losses in each of the last two years, which raise substantial
doubt about the company's ability to continue as a going concern.


LV KAPOLEI: Meeting of Creditors Scheduled for May 24
-----------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in LV Kapolei 54, LLC, on May 24, 2011, at 2:00 p.m.  The meeting
will be held at the U.S. Trustee Meeting Room, 1132 Bishop Street,
Suite 606, Honolulu, Hawaii.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Francisco, California-based LV Kapolei 54, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 11-
00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner Choi &
Verbrugge, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $35,162,973 in assets and $23,955,318 in liabilities as
of the chapter 11 filing.


MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'E'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to E (Under Regulatory Supervision) from B (Fair) and issuer
credit rating (ICR) to "rs" from "bb+" of Majestic Insurance
Company (Majestic) (San Francisco, CA).  The ratings have been
removed from under review with negative implications.

A.M. Best also has downgraded the FSR to C+ (Marginal) from B
(Fair) and ICR to "b-" from "bb+" of Twin Bridges (Bermuda) Ltd.
(Hamilton, Bermuda).  Concurrently, A.M. Best has downgraded the
ICRs to "c" from "b" of both companies' ultimate parent, Majestic
Capital, Ltd (Majestic Capital) (Hamilton, Bermuda) [NASDAQ:
MAJC], as well as Majestic Capital's intermediate holding
companies, Embarcadero Insurance Holdings, Inc. (Embarcadero) (San
Francisco, CA) and Majestic USA Capital, Inc. (Majestic USA)
(Wilmington, DE).  Additionally, A.M. Best has downgraded the debt
ratings to "d" from "ccc+" on the trust preferred securities of
Majestic USA and Embarcadero.  All the above ratings are under
review with negative implications, with the exception of Majestic
until further discussions are held with management or future
business plans are finalized.

These rating actions follow the announcement that the California
Department of Insurance has issued an order of conservation for
Majestic, effective April 21, 2011.

These debt ratings have been downgraded:

Majestic USA Holdings, Inc.:

  -- to "d" from "ccc+" on $35 million 8.65% junior subordinated
     debt securities, due 2036

Embarcadero Insurance Holdings, Inc.:

  -- to "d" from "ccc+" on $8 million LIBOR + 4.2% surplus notes,
     due 2033


MGM RESORTS: Incurs $89.9 Million Net Loss in 1st Quarter
---------------------------------------------------------
MGM Resorts International reported a net loss of $89.87 million on
$1.50 billion of revenue for the three months ended March 31,
2011, compared with a net loss of $96.74 million on $1.45 billion
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed
$18.76 billion in total assets, $15.84 billion in total
liabilities, and $2.92 billion in total stockholders' equity.

"Our improved results are broadly based throughout our resort
portfolio.  Performance at our Las Vegas properties was driven by
increased hotel occupancy and room rates.  MGM Grand Detroit had
another impressive quarter and remains the market leader.  Results
from joint ventures reflected record quarters at both MGM Macau
and CityCenter," said Jim Murren, MGM Resorts International
Chairman and CEO.  "Our belief that the Las Vegas recovery is
underway is supported by our first quarter operating results and
our positive early second quarter trends."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/V7feGr

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MGM RESORTS: Dubai World Discloses 5.3% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dubai World and its affiliates disclosed that
they beneficially own 26,048,738 shares of common stock of MGM
Resorts International representing 5.3% of the shares outstanding.
The percentage is based upon the total number of 488,590,146
outstanding shares of common stock, par value $.01 per share, as
reported in MGM Resorts International's Proxy Statement on
Schedule 14A, dated April 25, 2011.  A full-text copy of the
filing is available for free at http://is.gd/phYZ5q

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


METOKOTE CORP: S&P Affirms 'CCC+' CCR: Outlook Developing
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Lima,
Ohio-based MetoKote Corp. to developing from positive and affirmed
its ratings on the company, including the 'CCC+' corporate credit
rating.

"The outlook revision to developing reflects our view that the
company may not refinance its $87 million term loan that expires
on Nov. 27, 2011," said Standard & Poor's credit analyst Lawrence
Orlowski, "and we believe this would lead to a restructuring."
However, if the company does refinance its term loan, S&P could
raise the corporate credit rating since its credit measures
have improved as the result of higher light- and commercial-
vehicle demand in North America.


METROPARK USA: Going Out Of Business; Closing All 69 Stores
-----------------------------------------------------------
Cromwell Schubarth at Silicon Valley/San Jose Business Journal
reports that Metropark said it is going out of business and
closing all 69 of its stores.  Store closing sales of 20% to 40%
off all merchandise have already begun.  Gordon Brothers Group and
Hilco Merchant Resources are running the going-out-of-business
sales, and all sales are final, the company said.

                        About MetroPark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

The Debtor has suffered operating losses for the past 3 years,
with losses of $20.9 million from 2008 to 2010.   The operating
loss for fiscal year 2011 is projected to be approximately
$4.5 million.

                  Liquidation Sale Deal Reached

In the weeks prior to the Petition Date, the Debtor conducted an
extended marketing process in an effort to identify a going
concern partner and/or equity investment in Metropark. While doing
so, the Debtor's financial condition continued to deteriorate to
the point that it can no longer operate in the ordinary course
without immediate access to additional financing.  Unfortunately,
the Debtor's assets cannot adequately collateralize additional
financing, thus, in order sustain further operations (including
payment of payroll and May rent), the Debtor is left with no
choice but to immediately commence going out of business sales at
all of its retail locations by no later than May 6, 2011.

The Debtor has filed a motion to sell substantially all assets
which includes a request to assume an Agency Agreement dated
May 1, 2011, between the Debtor, on the one hand, and, on the
other hand, a joint venture comprised of SB Capital Group, LLC and
Tiger Capital Group, LLC.  The joint venture was selected
following an auction prior to the bankruptcy filing.

Under the Agency Agreement, SB Capital and Tiger will conduct
going-out-of-business, store closing sales at 71 stores of the
Debtor.  A list of the closing stores is available for free at:
http://bankrupt.com/misc/MetroPark_ClosingStores.pdf

SB Capital and Tiger will guarantee to Company a minimum recovery
of 55% of the aggregate cost value of the merchandise.

The Agency Agreement will be subject to higher or otherwise better
bids at an auction to be held between the date of this filing and
the hearing on the Sale Motion.

               Going Concern Sale Still Possible

The Debtor said that as of the Chapter 11 filing, certain
financial partners continue to conduct due diligence on a possible
going concern acquisition of Metropark.  In the event remaining
interest materializes into a committed transaction prior to the
hearing on the Sale Motion, the Debtor expects to proceed with the
Sale Motion -- albeit on a smaller scale -- as any going concern
bidder is likely to require the closure of underperforming stores
prior to closing on a going concern transaction. The Debtor will
not seek approval of a going concern transaction at the
hearing on this Sale Motion, but rather will only seek approval of
"store closing sales" for specified retail locations. Any going
concern transaction will be subject to a separate motion and
appropriate notice and hearing, under the circumstances.


MOHEGAN TRIBAL: Reports $24.7 Million Net Income in Q2 2011
-----------------------------------------------------------
The Mohegan Tribal Gaming Authority reported net income of
$24.74 million on $347.94 million of net revenues for the three
months ended March 31, 2011, compared with net income of $19.48
million on $352.29 million of net revenues for the same period a
year ago.  The Company also reported net income of $37.22 million
on $683.55 million of net revenues for the six months ended March
31, 2011, compared with net income of $23.37 million on
$694.10 million of net revenues for the same period during the
prior year.

At March 31 2011, the Company had $64.71 million in cash and cash
equivalents and $1.60 billion in debt, including capital leases.

"We are quite happy with our results of the quarter given the
severe winter weather we experienced in January," said, Mitchell
Grossinger Etess, Chief Executive Officer of the Authority.
"Margin improvements at both properties reflect our continued
focus on streamlining our operations.  I would again like to thank
all of our employees for their continued hard work and
contribution."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/VDUAE7

                       About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion
in total assets, $2.07 billion in total liabilities and
$141.32 million in total capital.

                          *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


NATIONAL FINANCIAL: AM Best Cuts Financial Strength Rating to 'B-'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B- (Fair) from B+ (Good) and issuer credit ratings (ICR) to
"bb-" from "bbb-" of National Financial Group and its members,
National Insurance Company (NIC) and its wholly owned, 100%
reinsured subsidiary, National Group Insurance Company (NGIC)
(Coral Gables, FL).  Concurrently, A.M. Best has downgraded the
FSR to B- (Fair) from B+ (Good) and the ICR to "bb-" from "bbb-"
of the affiliated, National Life Insurance Company (Puerto Rico)
(NALIC).  All three companies operate as National Financial Group,
and all ratings have been placed under review with negative
implications.  All companies are domiciled in Hato Rey, PR, unless
otherwise specified.

The rating actions on NIC and NGIC reflect their significantly
weakened overall capitalization on a consolidated basis, which is
reflective of their ongoing poor operating performance inclusive
of adverse reserve development, an increase in non-admitted assets
driven by uncollected premium balances and a reduction in the
carrying value of the life insurance affiliate, NALIC.  The impact
of these adjustments collectively resulted in a significant
decline in NIC's consolidated policyholder surplus during the
fourth quarter of 2010.

The ratings of NALIC recognize its relatively large operating and
unrealized loss reported in 2010, significant reduction in risk-
adjusted capital and constrained financial flexibility due to the
cross ownership held by the parent as well as NALIC's sister
company, NIC.  Partially offsetting these rating factors are a
diversified product mix and its historically positive statutory
earnings.  A.M. Best also notes NALIC's somewhat improving
financial trends during the first quarter of 2011.

While management has implemented initiatives intended to improve
operating performance and capitalization, the ratings have been
placed under review until A.M. Best has met with management and
concluded its analysis on the impact of these initiatives on the
companies.


NEC HOLDINGS: Has Until July 5 to File Plan
-------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended until July 5, 2011, National Envelope
Corporation and its debtor affiliates' exclusive period to propose
a plan.  The Debtors have until Sept. 6, 2011 to solicit
acceptances of that plan.

As previously reported by The Troubled Company Reporter on May 3,
2011, NEC has settled the last disputes with Gores Group LLC, the
purchaser of NEC's business.  There was disagreement over working
capital adjustments in the sale price.  Gores bought the assets
under a contract with a $208 million sticker price, including cash
of $149.85 million.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 protection (Bankr. D.
Del. Lead Case No. 10-11890) on June 10, 2010.  Kara Hammond
Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as
bankruptcy counsel to the Debtors.  David S. Heller, Esq., at
Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham &
Watkins LLP, serve as co-counsel.  The Garden City Group is the
claims and notice agent.  Bradford J. Sandler, Esq., and Robert J.
Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent
the Official Committee of Unsecured Creditors.  Morgan Joseph &
Co., Inc., is the financial advisor to the Committee.  NEC
Holdings estimated assets and debts of $100 million to $500
million in its Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEC HOLDINGS: Has Authority to Hire CB Richard Ellis as Broker
--------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized National Envelope Corporation and its
debtor affiliates to employ CB Richard Ellis, Inc., as their real
estate broker, nunc pro tunc to December 2, 2010.

CB Richard Ellis will be the Debtors' real estate broker for the
purposes of marketing and selling a property located at 400
Clermont Terrace, in Union, New Jersey.  If the property is sold
to Environmental Liability Transfer, Inc., and an affiliate
thereof, CBRE will only be entitled to receive a fee of $100,000.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


OK ETON: Court Reschedules Plan Confirmation Hearing to May 18
--------------------------------------------------------------
The hearing on the confirmation of OK Eton Square, LP's plan of
reorganization has been rescheduled and will be held on May 18,
2011, beginning at 1:15 p.m.

As reported in the TCR on Jan. 18, 2011, the Debtor proposes to
restructure the current indebtedness to pay all creditors.  The
Debtor will continue to lease the property to a number of
different tenants.  To the extent the cash on hand at anytime is
insufficient to make the required payments under the Plan, equity
will provide any needed cash infusion.  Based upon the projected
income the Debtor does not believe any additional cash infusions
will be necessary.

Under the Plan, the Debtor will pay Bank of the West in full with
interest at the rate of Prime Rate adjusted annually of the
anniversary of the Effective Date by 0.25%.

Unsecured creditors will be paid in full in 60 equal monthly
payments commencing on the Effective Date.

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

                     About OK Eton Square, LP

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583).
Judge Barbara J. Houser presides over the case.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, Texas.  The Debtor estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


PACIFIC CAPITAL: DBRS Puts 'B' Issuer & Senior Debt Ratings
-----------------------------------------------------------
DBRS Inc. (DBRS) has commented on the 1Q11 earnings of Pacific
Capital Bancorp (PCBC or the Company).  DBRS rates the Company's
Issuer & Senior Debt at B (high) with a Positive trend.  PCBC
reported net income of $16.8 million for the first quarter, which
was down from $20.8 million in 4Q10.

Positively, the recapitalization efforts have enabled the
Company to resume lending (PCBC has originated $236.2 million in
loans since the recapitalization) and invest in the franchise.
Management noted that it expects expenses to increase, as PCBC
makes significant investments in technology and personnel, which
should pressure profitability in coming quarters.  Other
highlights of the quarter included margin expansion and an
improved capital position.

On a sequential quarter basis, higher net interest income,
improved trust and advisory fees and lower expenses were more
than offset by an incremental increase in the provision for loan
losses of $1.1 million, weaker gain on sales of loans and higher
valuation write downs of other real estate owned.  DBRS notes that
the provision related to the origination and purchase of loans
during the quarter, not asset quality deterioration.  Indeed, all
loans delinquent 30 or more days have declined by $34 million, or
10% during the quarter.

During the quarter, the margin expanded 23 basis points to 3.99%
benefiting from better than expected cash flows on certain loan
pools and growth in securities from deploying more excess
liquidity.

Expenses declined 1%, but should ramp up considerably pressuring
earnings, as the Company makes much needed investments into
technology, people and infrastructure.

Regulatory capital ratios remain above even the enhanced capital
requirements mandated by the Office of the Comptroller of the
Currency.  Moreover, the Company's tangible common equity ratio
improved another 60 basis points to a strong 9.76%, which enables
PCBC to actively pursue growth opportunities.


PARLAY ENTERTAINMENT: Taps BDO Canada to Assist in Restructuring
----------------------------------------------------------------
Parlay Entertainment Inc. said it has appointed BDO Canada Limited
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 with the Superior Court of Justice, Province of Ontario,
pursuant to the Bankruptcy and Insolvency Act (Canada).

As part of the BIA Filing, the Company has agreed to borrow from
MPProjects Assets S.A., an aggregate amount of up to $500,000 by
way of draw down credit financing 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, 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.


PITTSBURGH GLASS: S&P Puts B+ Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on Pittsburgh Glass Works LLC (PGW). The outlook is
stable. "At the same time, we assigned our 'B+' issue-level rating
and '3' recovery rating to the company's $325 million senior
secured notes," S&P stated.

"Our ratings are based on our assessment of PGW's business and
financial risk profiles," said Standard & Poor's credit analyst
Lawrence Orlowski. The business risk profile is weak, reflecting
volatile auto industry demand, stiff competition, and sales
concentration in North America, but also the company's important
market position, substantial aftermarket business, and profitable
insurance and services business.

"The aggressive financial risk profile reflects our assumption
that the company could use at least $10 million in cash this year
and that adjusted debt to EBITDA will be about 3.5x at the end of
2011," added Mr. Orlowski. The company is about 60% owned by
private-equity firm Kohlberg & Co. and about 40% by PPG Industries
Inc. (PPG; BBB+/Stable/A-2), which has two seats on the board of
directors. Until 2008, PGW was an operating unit of PPG. "We
believe PPG's ownership percentage will decline over time," S&P
added.


PLATINUM PROPERTIES: PNC Drags Arbor in Preference Dispute
----------------------------------------------------------
Secured lender PNC Bank, N.A., responded to allegations by
Platinum Properties LLC that the $34,000 the bank received from
the Debtors during the 90-day period before the bankruptcy filing
in exchange for certain releases was preferential.

PNC Bank is objecting to the Debtors' bid to sell lots in the
ordinary course of business.  According to PNC Bank, the Debtors'
Sale Motion does not fairly disclose to the Court the transaction
in which PNC Bank was paid $34,000 in return for releasing
prepetition judgments the bank obtained on 34 of the Debtors'
lots.

The Debtors said in court papers they have taken many measures to
prevent the filing of the Chapter 11 cases, including entering
into formal or informal forbearance agreements or loan
extension agreements with most of the lenders on the projects of
the Debtors or their related special purpose entities.  The
Debtors blamed the bankruptcy filing on foreclosure judgments in
favor of PNC Bank.  The Debtors said PNC used its judgment lien to
impair, delay, or increase the cost of lot closings, further
impairing the Debtors' cash flow and necessitating the Chapter 11
filing.

The PNC judgments were filed less than 90 days prior to the
Petition Date.  On the bankruptcy petition date, the Debtors
commenced an adversary proceeding against PNC to avoid the PNC
judgment lien under Section 547 of the Bankruptcy Code, preserve
the avoided judgment lien for the benefit of the estate pursuant
to Section 551 of the Bankruptcy Code, and recover from PNC a
$34,000 pre-petition payment demanded by and paid to PNC as a
condition to PNC's issuance of a partial release of its judgment,
pursuant to Section 550 of the Bankruptcy Code.  The Debtors
assert that the judgment lien asserted by PNC is clearly avoidable
as a preference, and that PNC is not entitled to any adequate
protection, nor should it be permitted to prevent, delay or
impair lot sales by the Debtors.

In its objection, PNC Bank, however, pointed out that the Debtors
advised PNC Bank that Arbor Homes, LLC, was going to loan the
Debtors $170,000 to be paid to Bank of America for a release of
its mortgage on the 34 lots and in return Arbor was to be granted
a mortgage on the 34 lots for the $170,000 advance and to secure
antecedent debt of the Debtors to Arbor that was not secured by a
mortgage.  Because the Debtors were going to grant a mortgage to
Arbor for antecedent debt as just described, PNC Bank said it
negotiated a release price of $1,000 per lot -- $34,000 -- in
return for the releases of the PNC Bank Judgment Liens.

According to PNC Bank, the Debtors assert that it has been
preferred by the payment of the $34,000 -- without disclosing that
Arbor has also been preferred by the mortgage that was granted on
Feb. 4, 2011, securing antecedent debt of $754,776.  Since the
Mortgage was granted within 90 days of the Debtors' petition, PNC
contends that Arbor appears to have been preferred for $754,776
while PNC received only the $34,000 that the Debtors now seek to
set aside as a preference.

Pursuant to the Sale Motion, the Debtors also seek to attach liens
to a portion of the sale proceeds.  The Debtors are in the
business of selling residential real estate lots.  To sell a lot,
the Debtors have to be able to convey to a buyer good and
insurable title.

The Debtors said any delay that they sustain in connection with
closing a sale of a lot is an obvious impairment to its cash flow.
The Debtors said their cash flow could be further impaired by a
market perception that the Debtors are not only delayed, but
perhaps unable, to convey good title to sold lots.  "It is
absolutely imperative to the Debtors' survival that the Debtors
are able to sell lots in the ordinary course of business without
creating any extra work or aggravation to the lot purchaser.
Otherwise, in the existing challenged real estate economy and
highly competitive market for the sale of lots, potential lot
purchasers could choose to purchase lots from other developers at
other communities," the Debtors said in court papers.

PNC further objects to the Sale Motion for lack of disclosure on a
variety of matters, including the lack of an operating budget.

Indiana Bank & Trust Company also filed limited objections to the
proposed sale.  IBT said it has perfected first mortgages on the
Abney Glen and Mount Vernon Trials properties, both in Hancock
County, Indiana.  IBT objects to the Sale Motion, saying it does
not believe there is a definitive and enforceable prepetition
forbearance agreement which would have prescribed the distribution
of any proceeds from a lot sale in Abney Glen or Mount Vernon
Trails.  IBT said there is no basis to form the allocation between
"Lender Proceeds" and "Operating Proceeds" as proposed in the
Motion to Sell Lots.  IBT also argued that the sale is not in the
ordinary course of business as that term is contemplated in the
Bankruptcy Code.

PNC Bank is represented by:

          PLUNKETT COONEY, P.C.
          Brandt N. Hardy, Esq.
          300 N. Meridian, Suite 990
          Indianapolis, IN 46204
          Tel: (317) 964-2732
          Fax: (317) 964-2744
          E-mail: bhardy@plunkettcooney.com

Indiana Bank and Trust Company is represented by:

          John R. Humphrey, Esq.
          TAFT STETTINIUS & HOLLISTER LLP
          One Indiana Square, Suite 3500
          Indianapolis, Indiana 46204
          Tel: (317) 713-3500
          Fax: (317) 713-3699
          E-mail: jhumphrey@taftlaw.com

               About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


PLATINUM PROPERTIES: Wants to Use Sale Proceeds to Fund Bankruptcy
------------------------------------------------------------------
Platinum Properties LLC and PPV LLC seek the Bankruptcy Court's
permission to cash and cash equivalents in which project lenders
have a lien.

The project lenders have a lien on lots and the proceeds of lot
sales, which are considered "cash collateral" within the meaning
of Section 363(a) of the Bankruptcy Code.  Without the use of cash
collateral, the Debtors may be unable to continue the normal
operation of their business.

The Debtors propose to use the cash collateral under an Interim
Order until a final hearing on their Cash Collateral Motion can be
held.  At the final hearing, the Debtors will seek continued use
of cash collateral to operate their business and comply with their
obligations as debtors in possession.

The Debtors have filed a motion for an order (a) authorizing the
sale of lots in the ordinary course of business free and clear of
liens and (b) authorizing and directing the Debtors to escrow
"Lender Proceeds" with the liens of the applicable project lender
to attach to the Lender Proceeds pending negotiation of adequate
protection agreements or the Court ordering otherwise.  The Lender
Proceeds are equal to the lot proceeds remaining after Debtors
have retained the Operating Proceeds.  The Operating Proceeds are
equal to the same percentage or amount of the proceeds of the sale
of lots as the Debtors were permitted by project lenders to retain
and use under the prepetition agreements with the project lenders.

Prior to filing their bankruptcy cases, the Debtors consulted with
all of their project lenders and kept them advised with respect to
the events that may precipitate the need for a bankruptcy filing.
Most, if not all, of the lenders expressed their desire that the
Debtors continue to operate and manage their projects.  In other
words, the project lenders collectively felt that their lot
collateral was more valuable with the Debtors alive than dead.

The Debtors propose that, as an interim arrangement, they continue
to receive the Operating Proceeds from the sale of lots.  The
Debtors said project lenders will be adequately protected in
connection with the Debtors' use of the Operating Proceeds by
virtue of the fact that the Debtors will continue in operation,
adding value to the project lenders' lot collateral through the
Debtors' continued management and operation of the projects.  The
project lenders will be further adequately protected by the
Debtors' escrow of the Lender Proceeds, pending negotiation of
more comprehensive adequate protection agreements with each
project lender or further Court order.

The Debtors anticipate that the project lenders, with interest in
cash collateral, may seek to condition that use on the provision
of adequate protection.  The Debtors submit that, on an interim
basis and pending negotiation of more comprehensive adequate
protection agreements with its projects lenders or further Court
order, permitting the Debtors to continue to use the Operating
Proceeds, while escrowing the Lender Proceeds, and permitting the
Debtors to continue to operate and manage the project to preserve
the unsold lot sale collateral value, constitutes adequate
protection of the interests of the project lenders.

The Debtors' proposed Interim Order would allow continued use of
Cash Collateral until the earlier of the close of business on
May 27, 2011, or the entry or denial of a final order.

The Debtors do not believe that the use of the Cash Collateral
will result in any diminution in the project lenders' positions
during the Interim Cash Collateral Period.

               About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


POLISH ROMAN: AM Best Affirms 'C++' Financial Strength Rating
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
C++ (Marginal) and issuer credit rating of "b" of Polish Roman
Catholic Union of America (PRCUA) (Chicago, IL).  The outlook for
both ratings is negative.  Concurrently, A.M. Best has withdrawn
the ratings at the company's request.

The ratings reflect PRCUA's continued trend of net operating
losses, high exposure to equities compared to capital and surplus,
its modest risk-adjusted capital position and spread compression
from the low interest rate environment, although the spread has
somewhat improved in recent months.  Partially offsetting these
rating factors are the company's loyal membership base and
continuing efforts to reduce costs.


PROFESSIONAL LIFE: AM Best Affirms 'C+' Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR)
of C+ (Marginal) and issuer credit rating (ICR) of "b-" of
Professional Life & Casualty Company (Professional Life) (Chicago,
IL).  The outlook for both ratings is stable.  Concurrently, A.M.
Best has withdrawn the ratings at the company's request and
assigned a category NR-4 to the FSR and an "nr" to the ICR.

The ratings primarily reflect Professional Life's elevated level
of below investment grade fixed income securities and preferred
stock in its general account investment portfolio.  These below
investment grade securities currently represent approximately 175%
of the company's capital and surplus and one-third of invested
assets.  While Professional Life currently maintains an adequate
amount of risk-adjusted capital for its current ratings, these
investments add a significant amount of risk and volatility to the
investment portfolio.  Professional Life also remains exposed by
the absence of an active asset/liability management strategy, as
well as by the company's lack of surrender protection on its
annuity offerings.  The absence of surrender charges on these
annuity contracts allows for early withdrawal of contracts for any
reason and creates liquidity concerns for the company should
annuity surrenders increase unexpectedly.

Partially offsetting these negative rating factors are the
noticeable increases in Professional Life's annuity premiums
in recent periods, which were primarily the result of the
favorable fixed annuity market environment in 2008 and 2009 and
the company's increased marketing activities.  Professional Life
also has recorded positive net operating gains over the past five-
year period due to generally increasing net investment income and
good persistency on its annuities.  The annuities offer very
attractive credited interest rates with high guaranteed minimums,
which has helped attract new customers.


POMPANO CREEK: U.S. Trustee Won't Form Creditors Committee
----------------------------------------------------------
The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, he
will not appoint an official committee of unsecured creditors in
the Chapter 11 case of Pompano Creek.

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor disclosed $24,000,000 in
assets and $6,028,539 in liabilities as of the Chapter 11 filing.


PRECISION OPTICS: Maturity of $600,000 Notes Extended to May 13
---------------------------------------------------------------
Precision Optics Corporation, Inc., on June 25, 2008, entered into
a Purchase Agreement, as amended on Dec. 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On April 29, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to May 13, 2011.  The Company believes the Investors will
continue to work with it to reach a positive outcome on the Note
repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


PRM SMITH: Files Plan Outline; FirstBank to Be Paid Over 5 Years
----------------------------------------------------------------
PRM Smith Bay, LLC, has filed a disclosure statement describing
its Plan of Reorganization with the U.S. Bankruptcy Court for the
Northern District of Texas.

Under the Plan, the Reorganized Debtor will develop or sell the
Cabes Point property over a period of up to five (5) years
following the Effective Date.

The Plan classifies 5 classes of claims and interests.

Administrative claims under Class 1 will be paid in full on the
Plan's Effective Date.

Priority tax claims under Class 2 will be paid over a period not
exceeding 6 years after the date of assessment of the claims,
commencing after the first full quarter following the Effective
Date.

The Class 3 Claim of FirstBank will be treated as a fully Secured
Claim in an amount to be determined by the Bankruptcy Court at the
Confirmation Hearing, or as otherwise agreed to prior to such
hearing by the Debtor and FirstBank.  The existing loan documents
between the Debtor and FirstBank will be assumed fully by the
Reorganized Debtor with the following exceptions: a) the maturity
date of the loan will be five (5) years from the Effective Date;
b) interest will accrue at the rate of six percent (6%) per annum.
The Claim, plus any accrued but unpaid interest on such Claim,
will be due and payable in full on the maturity date.

Creditors holding Allowed Class 4 General Unsecured Claims will
receive 100% of their Allowed Claims from proceeds of the
development or sale of the Property.

The Class 5 Equity Owner will retain its interest in Debtor, in
exchange for its providing for funding of the Plan and its
commitment to use its skill, effort, and experience to develop the
Property for the benefit of the Creditors.

Classes 3, 4, and 5 are all impaired under the Plan.

A copy of the Disclosure Statement is available for free at:

             http://bankrupt.com/misc/prmsmith.DS.pdf

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, was formed in May 2004 for the purpose of holding an
undeveloped 7.5 acre parcel of land on St. Thomas in the United
States Virgin Islands known as Cabes Point.  PRM Realty Group,
LLC, is the 100% ownere and manager of the Debtor.  The
Debtorfiled for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske, Esq.,
Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq., at Pronske &
Patel, P.C., in Dallas, serve as the Debtor's bankruptcy counsel.
In its schedules, the Debtor disclosed $13,031,162 in assets and
$6,781,074 in liabilities as of the petition date.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No.
09-37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


PROCONN LLC: Court Approves BKD LLP as Auditor
----------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska authorized
Professional Veterinary Products Ltd. and Exact Logistics LLC to
employ BKD LLP as their auditor to provide auditing services in an
efficient manner.

The firm charges between $110 and $375 per hour for services
rendered.

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

Based in Omaha, Nebraska, ProConn LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Nebr. Case No. 10-82437) on
Aug. 20, 2010.  Judge Thomas L. Saladino presides over the case.
James J. Niemeier, Esq., McGrath, North, Mullin & Kratz, P.C.,
represents the Debtor.  The Debtor estimated assets of between
$1 million and $10 million, and debts of less than $50,000.


QUALITY DISTRIBUTION: Reports $2.72MM Net Income in Q1 2011
-----------------------------------------------------------
Quality Distribution, Inc., reported net income of $2.72 million
on $177.91 million of total operating revenues for the three
months ended March 31, 2011, compared with net income of $798,000
on $161.33 million of total operating revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$281.43 million in total assets, $405.83 million in total
liabilities, and a $124.40 million shareholders' deficit.

"I am very pleased with our first quarter earnings per share in
what has traditionally been our seasonally slowest period," said
Gary Enzor, Chief Executive Officer.  "Both our core logistics and
Boasso's intermodal business units delivered stronger year over
year performance, despite difficult weather conditions in our
Northeast and Midwest regions.  Our core bulk chemical
transportation market continues to be capacity constrained, which
bodes well for ongoing improvements in our asset utilization."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Pcs2yS

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


REALOGY CORP: Incurs $237 Million Net Loss in Q1 2011
-----------------------------------------------------
Realogy Corporation filed with the U.S. Securities and Exchange
Commission a Form 10-Q reporting a net loss of $237 million on
$831 million of net revenues for the three months ended March 31,
2011, compared with a net loss of $197 million on $819 million of
net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities and a $1.30
billion total deficit.

"We are pleased to report that our first quarter 2011 operating
results improved on a year-over-year basis, which is significant
given the continuation of macroeconomic headwinds in the period as
well as difficult comparisons to last year's first quarter given
the impact from the 2010 Homebuyer Tax Credit," said Richard A.
Smith, Realogy's chief executive officer.  "Our first-quarter
gains at Cartus and Title Resource Group were driven by traction
we are gaining on our long-term growth initiatives."

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

                       http://is.gd/D1wHxl

                        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.

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: To Replace 2010 Bank Loan with $800MM Term Loan
----------------------------------------------------------------
As referred to in Revlon Consumer Products Corporation's Current
Report on Form 8-K furnished to the Securities and Exchange
Commission on May 2, 2011, RCPC made a presentation on May 4,
2011, at approximately 10:00 a.m. New York time to a group of
potential lenders in connection with the launch of a possible
refinancing of RCPC's existing 2010 bank term loan facility.
Given current market conditions and as part of the Company's
strategy to continue to improve its capital structure, the
refinancing, if consummated, would, among other things, reduce the
term loan's interest rate and extend the maturity of the term loan
facility to November 2017.

Among other things, the possible refinancing would include
replacing RCPC's 2010 bank term loan facility, with $792 million
aggregate principal face amount outstanding at March 31, 2011,
with a new approximately $800 million, 6.5-year bank term loan
facility.  While the Company expects to complete the refinancing
in mid- to late-May 2011, 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.

In addition to publicly available information regarding the
Company, the Presentation to the prospective lenders included the
following: (i) a Preliminary Transaction Overview; (ii)  Sources
and Uses and Pro Forma Capitalization; and (iii) Summary of
Indicative Terms: New Term Loan Facility.

The Preliminary Transaction Overview and Sources and Uses and Pro
Forma Capitalization portions of the Presentation include
references to Revlon, Inc.'s Adjusted EBITDA, excluding
restructuring and other, which the Company provided to the
potential lenders in assisting them in their evaluation of whether
to participate in the new bank term loan facility.

A full-text copy the Preliminary Transaction Overview is available
for free at http://is.gd/aE4xC1

                       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.

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.

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.


REVLON CONSUMER: Proposed 2011 Facility Expected to Close in May
----------------------------------------------------------------
Revlon Consumer Products Corporation disclosed with the Securities
and Exchange Commission certain information regarding the possible
principal terms and conditions of a possible refinancing that the
Company is exploring as to its existing term loan facility.  Such
information includes a term sheet that RCPC is discussing with the
potential lenders involved in that refinancing.

As referred to in Revlon Consumer Products Corporation's Current
Reports on Form 8-K furnished to the SEC on May 2, 2011 and
earlier on May 4, 2011, RCPC participated in a meeting on May 4,
2011 at approximately 10:00 a.m. New York time with a group of
potential lenders in connection with the launch of a possible
refinancing of RCPC's existing 2010 bank term loan facility.
Given current market conditions and as part of the Company's
strategy to continue to improve its capital structure, the
refinancing, if consummated, would, among other things, reduce the
term loan's interest rate and extend the maturity of the term loan
facility to November 2017.  Among other things, the 2011 Proposed
Refinancing could include replacing RCPC's 2010 bank term loan
facility with a new approximately $800 million, 6.5-year bank term
loan facility.

RCPC expects to use the proceeds of the Proposed 2011 Term Loan
Facility to repay in full the approximately $792 million in
aggregate principal amount outstanding under its existing term
loan facility, and to pay related fees and expenses expected to be
incurred in connection with consummating the 2011 Proposed
Refinancing, with any remaining balance for general corporate
purposes.

The summary terms of the Proposed 2011 Term Loan Facility are
available for free at http://is.gd/ROKmQN

The Proposed 2011 Term Loan Facility is expected to close and fund
in mid- to late-May 2011.  Consummation of that refinancing is
subject to market and other customary conditions, including, among
other things, the execution of definitive documentation and
perfection of security interests in collateral.  There can be no
assurances that the 2011 Proposed Refinancing will be consummated.

                       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.

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.

                          *     *      *

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.


RONSON CORP: Plan Confirmation Hearing Adjourned to May 26
----------------------------------------------------------
David M. Bass, in behalf of RCLC, Inc. formerly known as Ronson
Corporation, et al., informed the Hon. Michael B. Kaplan of the
U.S. Bankruptcy Court for the District of New Jersey that the
confirmation hearing on the First Amended Joint Plan of
Liquidation of has been adjourned from May 12, 2011, to May 26,
at 10:00 a.m.

As reported in the Troubled Company Reporter on April 1, the Court
entered, on March 24, an order approving the First Amended
Disclosure Statement for its Plan.

Under the provisions of the Joint Plan, the Priority Claims, the
Prepetition Credit Facility Claims, the Getzler Henrich Claim, and
the Other Secured Claims, as those terms are defined in the Joint
Plan, have either been satisfied in full or will be satisfied in
full following the confirmation of the Joint Plan.  Subject to the
requisite approval of holders of the the General Unsecured Claims,
under the Joint Plan, the General Unsecured Claims, will not be
fully satisfied.  If the Joint Plan is approved, as stated in the
Joint Plan, the Company estimates that the General Unsecured
Creditors of the Company will ultimately receive approximately 5%
of the amount of their claims, the General Unsecured Creditors of
RA Liquidating Corp. will receive approximately 44% of their
claims, and the General Unsecured Creditors of RCPC Liquidating
Corp. will receive approximately 29% of the amount of their
claims.

The equity holders of the Company, RAL and RCPC will receive no
distribution under the Joint Plan and their interests will be
canceled upon confirmation of the Joint Plan.

The voting deadline is 5:00 p.m. Pacific Daylight Time on
April 21, 2011.  The Joint Plan will be approved if at least 50%
of the General Unsecured Creditors voting have voted in favor of
the Joint Plan and at least 2/3 of the dollar amount of the claims
of General Unsecured Creditors voting have voted in favor of the
Joint Plan.  The hearing for confirmation of the Joint Plan is
scheduled to commence on April 28, 2011.  Following confirmation
of the Joint Plan, the remaining assets of the Company, RAL and
RCPC will be transferred to a liquidating trust for distribution
in accordance with the Joint Plan.

A complete text of the First Amended Disclosure Statement for the
First Amended Joint Plan of Liquidation of RCLC, Inc., is
available for free at http://is.gd/aFNUp9

                        About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor disclosed
$17,140,000 in assets and $11,290,000 in liabilities as of the
Chapter 11 filing.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


ROTHSTEIN ROSENFELDT: Partner Agrees to Pay Firm Trustee $1.6 Mil.
------------------------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that the former law
partner of convicted Ponzi schemer Scott Rothstein on Thursday
agreed to pay $1.6 million to settle with the bankruptcy trustee
of their former Florida firm.

According to Law360, Stuart Rosenfeldt of the defunct Rothstein
Rosenfeldt Adler PA settled after another firm partner, Russell
Adler, agreed to pay the trustee $500,000 from future earnings and
a liquidated retirement account.

Rosenfeldt's $1.6 million deal settles claims against him and his
wife, Susanne, who also agreed to pay $250,000, Law360 adds.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROYAL HOSPITALITY: Plan Outline Hearing Continued Until May 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
has continued until May 25, 2011, at 10:30 a.m., the hearing to
consider Royal Hospitality's request to further access the cash
collateral.

As reported in the Troubled Company Reporter on Sept. 6, 2010, the
Debtor fell behind on payments to secured lender CIT Lending
Services Corporation on its first mortgage and on real property
taxes.  The lender commenced a foreclosure action and seeks
payment in full immediately.  Attempts to negotiate a restructure
of the mortgage failed when CITY require payment of all past-due
payments of approximately $1 million before it would entertain any
restructuring of payments.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

The Debtor believes that the lender's secured claim is adequately
protected because the value of the property far exceeds the debt
due to the Lender.  In 2010, revenue is expected to exceed
$2.1 million.  The Debtor proposes paying the lender $25,000 per
month while the case is pending to cover interest (approximately
4.25%).

                       About Royal Hospitality

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection on August 19, 2010 (Bankr. N.D.N.Y. Case
No. 10-13090).  Richard L. Weisz, Esq., at Hodgson Russ LLP,
assists the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $13,432,001 in total assets and
$11,154,770 in total liabilities as of the Petition Date.


RSM RESIDENTIAL: Taps Province West as Broker
---------------------------------------------
RSM Residential Properties, LLC, seeks permission from the
Bankruptcy Court to employ Province West as broker.

In June 2010, the Debtor entered into an exclusive authorization
of agreement, commonly known in the real estate industry as a
listing agreement, with Province West to retain the firm's
services in marketing and negotiating the Debtor's property for
sale.

The Debtor proposes to pay Province West a commission equal to
1.5% of the gross sales price of the Debtor's property.

Daniel McDonough, principal at Province West, attests that his
firm does not hold or represent an interest adverse to the Debtor,
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

The firm may be reached at:

          PROVINCE WEST
          5251 California Avenue, Suite 110
          Irvine, CA 92617

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.  Schwartzer & McPherson Law Firm serves as
bankruptcy counsel.  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.


SALLY BEAUTY: Reports $49.3-Mil. Net Earnings in March 31 Qtr.
--------------------------------------------------------------
Sally Beauty Holdings, Inc., reported net earnings of $49.27
million on $801.80 million of net sales for the three months ended
March 31, 2011, compared with net earnings of $34.56 million on
$720.46 million of net sales for the same period during the prior
year.  The Company also reported net earnings of $90.22 million on
$1.59 billion of net sales for the six months ended March 31,
2011, compared with net earnings of $60.68 million on $1.42
billion of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011 showed $1.70 billion
in total assets, $1.54 billion in total debt, including capital
leases and a $341.32 million total stockholders' deficit.

"Our financial performance in the second quarter is the result of
strong execution across all of our businesses," stated Gary
Winterhalter, President and Chief Executive Officer.
"Consolidated sales reached $802 million, surpassing the $800
million mark for the first time in a quarter.  Same store sales
growth was strong at 6% and gross profit margin expanded 110 basis
points.  Adjusted EBITDA grew 24% while net earnings reached $49
million for growth of 43%.  During the quarter, we reduced our
total debt balance by $60 million, further deleveraging the
balance sheet.  As we head into the second half of the year, we
believe we will continue to build on the momentum realized in the
first half of fiscal 2011."

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

                    About Sally Beauty Holdings

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH) --
http://www.sallybeautyholdings.com/-- is an international
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.

The Company's balance sheet at June 30, 2010, showed $1.51 billion
in total assets, $2.04 billion in total liabilities, and
a stockholders' deficit of $525.50 million.


SALLY HOLDINGS: Reports $50.5-Mil. Profit in March 31 Quarter
-------------------------------------------------------------
Sally Holdings LLC filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net
earnings of $50.52 million on $801.80 million of net sales for the
three months ended March 31, 2011, compared with net earnings of
$35.86 million on $720.46 million of net sales for the same period
during the prior year.  The Company also reported net earnings of
$92.67 million on $1.59 billion of net sales for the six months
ended March 31, 2011, compared with net earnings of $63.22 million
on $1.42 billion of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011 showed $1.70 billion
in total assets, $2.09 billion in total liabilities and a $390.35
million total members' deficit.

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

                       http://is.gd/KD1Ooz

                       About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

                          *     *     *

Sally Holdings carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SECURUS HOLDINGS: S&P Rates $268MM First-Lien Credit Facility 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue-level
rating and '2' recovery rating to Dallas-based prison phone
provider Securus Holdings Inc.'s proposed $268 million first-lien
credit facility, which includes a $233 million term loan B
due 2017 and a $35 million revolver due 2016.

"We also assigned a 'CCC+' issue-level rating and a '6' recovery
rating to the company's proposed $97 million second-lien term loan
due 2018. The '2' recovery rating indicates our expectation for
substantial (70% to 90%) recovery in the event of default, while
the '6' recovery rating indicates our expectation for negligible
(0% to 10%) recovery," S&P stated.

S&P continued, "At the same time, we affirmed our 'B' corporate
credit rating on the company. The outlook is stable. Private-
equity sponsor Castle Harlan Partners is acquiring Securus. The
company plans to use the proceeds, along with an infusion of
management and sponsor-preferred equity, to repay existing debt,
purchase the company from the existing sponsor, and pay related
fees and expenses."

"Following completion of the transaction and repayment of
outstanding debt, we expect to withdraw the ratings on its current
term loan and revolver," S&P related.

"Pro forma for the transaction, we expect total debt to EBITDA to
increase to 7.8x from 5.3x before the transaction, as of March 31,
2011, including our adjustments to add the present value of
operating leases, minimum telecommunications purchase commitments,
and the preferred equity to debt. The refinancing does provide
additional cushion under its financial maintenance covenants,
improving our liquidity assessment," S&P said.

"The ratings on Securus reflect the company's highly leveraged
financial risk profile and a weak business risk profile, in our
view," said Standard & Poor's credit analyst Michael Senno. The
business risk assessment incorporates Securus' niche focus on a
mature market, as well as recent revenue declines primarily
stemming from lower call volume due to the weak economy and
below-average customer retention in 2010. These risks overshadow
the company's contracted recurring revenue stream, improving
EBITDA margins, and good competitive position.


SHA LLC: AM Best Upgrades 'B' Financial Strength Rating
-------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and issuer credit ratings to "bb" from "bb-"
of SHA, L. L. C (d/b/a FirstCare) and its wholly owned subsidiary,
Southwest Life and Health Insurance Company (SWL&H).  The outlook
for both ratings is stable.  Both companies are domiciled in
Austin, TX.

The rating upgrades for FirstCare and SWL&H reflect the strategic
role they play and the explicit capital support they receive from
their ultimate parents, Covenant Health System and Hendrick
Medical Center.  Both parents have demonstrated explicit financial
support through capital contributions on a quarterly basis to fund
losses, as evidenced in 2010.  The ratings also reflect the
group's recent corrective action plans, improved underwriting
results and risk-adjusted capitalization.

Offsetting rating factors include the decline in membership and
premium within the group, continued operating losses and modest
risk-adjusted capital.  A.M. Best acknowledges the improvement in
the group's underwriting results and the level of capitalization
in 2010, due primarily to the company implementing a turn-around
plan, stronger underwriting strategies and overhead cost
reductions.  A.M. Best expects FirstCare and SWL&H to improve
their operating performance, due to recent strategic changes,
and will continue to monitor the ultimate impact that management's
change plan has on capital levels, premium growth and operating
performance going forward.


SINCLAIR BROADCAST: Reports $15.1-Mil. Profit in 1st Quarter
------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of
$15.12 million on $179.48 million of total revenues for the three
months ended March 31, 2011, compared with net income of $10.99
million on $167.46 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.57
billion in total assets, $1.71 billion in total liabilities and a
$144.58 million total stockholders' deficit.

"We continue to see growth in our core business, both in the first
quarter and in our second quarter expectations," commented David
Smith, President and CEO of Sinclair.  "We are also seeing
continued advertising growth in the auto category, although our
outlook provides for some slowing due to new car production
disruptions as a result of the Japanese crisis.  We believe that
once the auto parts and supply issues are addressed, manufacturers
and dealers will increase their advertising in order to announce
restocked inventories and to compete for their share of any pent
up consumer demand."

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

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


STILLWATER MINING: Reports $36.2-Mil. Profit in March 31 Quarter
----------------------------------------------------------------
Stillwater Mining Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
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 $13.36 million on $133.47 million of total revenues for
the same period a year ago.

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.

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

                        http://is.gd/cHLOh4

                      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.


SUPERIOR BANCORP: Delisted from NASDAQ Stock Market
---------------------------------------------------
The NASDAQ Stock Market LLC has determined to remove from listing
the common stock of Superior Bancorp, effective at the opening of
the trading session on May 16, 2011.  Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rules 5101. 5110(b) and IM-5101-1.  The
Company was notified of the Staffs determination on April 18,
2011.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on April 27, 2011.

                      About Superior Bancorp

Superior Bancorp (NASDAQ: SUPR) is a $3.0 billion thrift holding
company headquartered in Birmingham, and the second largest bank
holding company headquartered in Alabama.  The principal
subsidiary of Superior Bancorp is Superior Bank, a southeastern
community bank that currently has 73 branches, with 45 locations
throughout the state of Alabama and 28 locations in Florida.
Superior Bank also operates 23 consumer finance offices in North
Alabama as 1st Community Credit and Superior Financial Services.

On Sept. 3, 2010, Superior Bancorp entered into a second
modification and limited waiver agreement related to a
$5.9 million outstanding on its line of credit with a regional
bank.  The Agreement extends the maturity date to Nov. 3, 2010,
and provides a limited waiver of certain rights and covenants
under the original loan agreement.

In addition, Superior Bancorp has deferred regularly scheduled
interest payments on all issues of its junior subordinated
debentures relating to its five different issues of trust
preferred securities aggregating $118 million in principal amount
currently outstanding.  During the deferral period, the trusts
will likewise suspend the declaration and payment of dividends on
the trust preferred securities.  The terms of the junior
subordinated debentures and the related documents governing the
respective issues of trust preferred securities contemplate the
possibility of such deferrals and allow Superior Bancorp to defer
payments without default or penalty.  The deferrals are for up to
five years.

On Nov. 4, 2010, Superior Bancorp and its principal operating
subsidiary, Superior Bank, entered into agreements with the Office
of Thrift Supervision, their primary regulator, to continue taking
actions to strengthen their financial condition and operations.

At Sept. 30, Superior Bancorp had $3.166 billion in total assets
and $3.151 billion in total liabilities


SURGERY CENTER: S&P Puts 'B+' Corp. Credit & Issue-Level Ratings
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Tampa, Fla.-based Surgery Center Holdings Inc.
The rating outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating and a
'3' recovery rating to the company's $20 million revolving credit
facility due 2016 and $240 million term loan due 2017," S&P
stated.

"The speculative-grade ratings on Surgery Center Holdings reflect
our expectation that the company will have modest EBITDA growth,"
said Standard & Poor's credit analyst Rivka Gertzulin, "reflecting
some increase in volume and relatively flat reimbursement."
"Therefore, we expect the company to maintain an aggressive
financial risk profile in the medium term. It operates its
outpatient surgery centers under the trade name Surgery Partners.
We view the company's business risk profile as weak."


SYNTAX-BRILLIAN: FTI Settles Firm's Shareholder Fraud Claims
------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that FTI Consulting
Inc. on Thursday settled a lawsuit in New York that claimed the
consulting company misled shareholders about the impending
liquidation of Syntax-Brillian Corp. after it took the reins of
the struggling television maker.

A federal judge approved the settlement and closed the case over
alleged misrepresentations FTI and Syntax-Brillian management made
assuring shareholders that the company remained a viable business
that could be restructured and spared outright liquidation,
according to Law360.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has yet to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they disclosed total assets of $175,714,000 and total debts of
$259,389,000.


TAPATIO SPRINGS: Taps The Law Firm of Dean W. Greer as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized Tapatio Springs Real Estate Holdings, Ltd. to employ
The Law Firm of Dean W. Greer as its legal counsel.

The firm can be reached at:

          Dean William Greer, Esq.
          LAW FIRM OF DEAN W. GREER
          2929 Mossrock, Suite 117
          San Antonio, TX 78230
          Tel: (210) 342-7100
          Fax : (210) 342-3633
          Email: dwgreer@sbcglobal.net

Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.


TENET HEALTHCARE: Rejects Community Health's Improved Offer
-----------------------------------------------------------
Melodie Warner, writing for Dow Jones Newswires, reports that
Tenet Healthcare Corp. rejected Community Health Systems Inc.'s
sweetened acquisition offer, saying it grossly undervalued the
company, and instead authorized the repurchase of up to $400
million of stock.

As reported by the Troubled Company Reporter on May 9, Tenet
confirmed that it has received a revised proposal from Community
Health to acquire all of the outstanding shares of Tenet for $7.25
per share in cash.  In November 2010, Tenet received a proposal
from Community Health to acquire Tenet for $6.00 per share in cash
and stock.  On April 18, 2011, Community Health revised its offer
to $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.

Dow Jones said Community Health's revised offer last week boosted
its hostile takeover offer for Tenet by 20% to about $4.07 billion
in cash.

Community Health had said it would walk away from the deal unless
it saw "meaningful engagement" from Tenet by Monday.

According to Dow Jones, Tenet, which has a market value of about
$3.2 billion, joins other corporations that are using stock
repurchases to appeal to investors and to tap cash piles they no
longer need to preserve as vehemently in an improving economy.

Dow Jones relates Tenet President and Chief Executive Trevor
Fetter said, "We continue to believe that the execution of Tenet's
current business strategy will deliver greater value than
Community Health's inadequate proposal and we are not willing to
enter into discussions based on many factors, including a grossly
inadequate offer."

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.


TRIBUNE CO: Court Sets Briefing Schedule for Competing Plans
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware established a schedule to govern the
briefing and closing arguments phase of the hearing to consider
confirmation of the Chapter 11 Plans of Reorganization for
Tribune Company and its debtor affiliates.

On April 14, 2011, the Court completed the initial phase of the
confirmation hearing in connection with these Chapter 11 Plans:

* Second Amended Joint Plan of Reorganization, as modified on
   April 26, 2011, proposed by the Debtors, the Official
   Committee of Unsecured Creditors, Oaktree Capital
   Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan
   Chase Bank, N.A.; and

* Third Amended Joint Plan of Reorganization dated April 25,
   2011 proposed by Aurelius Capital Management, LP, on behalf
   of its managed entities; Deutsche Bank Trust Company
   Americas, in its capacity as successor indenture trustee for
   certain series of senior notes; Law Debenture Trust Company
   of New York, in its capacity as successor indenture trustee
   for certain series of senior notes; and Wilmington Trust
   Company, in its capacity as successor indenture for the
   PHONES Notes.

The Court-approved these briefing deadlines for the Competing
Plans:

  May 11, 2011    -- each Plan Proponent Group will file an
                     opening brief that will not exceed 125
                     pages

                  -- any third party, not including Wilmington
                     Trust may file a letter brief that will not
                     exceed five pages supplementing its legal
                     objections to one or both of the competing
                     plans

                  -- Wilmington Trust, as successor indenture
                     trustee for the PHONES, may file a brief
                     addressing its legal objections or
                     arguments based on the evidentiary record
                     from the Confirmation Hearing that will not
                     exceed 18 pages

  May 20, 2011    -- each Plan Proponent Group may file a single
                     letter brief responding to all legal
                     objections submitted by third parties that
                     will not exceed 10 pages, provided that no
                     more than five third parties file
                     supplemental letter briefs.  If more than
                     five third parties file supplemental letter
                     briefs regarding a given plan, the Plan
                     Proponent Group for that plan will be
                     entitled to an additional two pages to
                     respond to each additional supplemental
                     brief.

  May 27, 2011    -- each Plan Proponent Group will file a reply
                     brief in response to the other Plan
                     Proponent Group's opening brief that will
                     not exceed 40 pages

                  -- each Plan Proponent Group will submit
                     proposed findings of fact and conclusions
                     of law

  June 14, 2011   -- Closing arguments by the DCL Plan
                     Proponents and the Noteholders.  The DCL
                     Plan Proponents and the Noteholders will
                     confer on the allocation of time between
                     themselves for the closing arguments.  The
                     closing arguments will not address issues
                     raised in the letter briefs by any third
                     party.

Judge Carey ruled that two chamber copies of each brief set forth
in the scheduling order will be delivered simultaneously with
those filings.

Judge Carey also signed the proposed order submitted by the
Creditors' Committee with respect to a briefing and closing
arguments schedule for the Competing Plans.

At the April 14 hearing, the Court established a tentative
briefing and closing arguments schedule.  At a hearing held on
April 21, the Court further set certain deadlines and
requirements for the confirmation hearing briefing and directed
that counsel confer and file a form of order embodying the
briefing schedule discussed on the record.

Counsel to the Creditors' Committee, Adam G. Landis, Esq., at
Landis Rath & Cobb LLP, in Wilmington, Delaware, certified that
the proposed order is in a form acceptable to the DCL Plan
Proponents, the Noteholders, and the third parties.

              Creditors' Committee Proposes Procedures
                    For Admission of Evidence

At the conclusion of the April 14 hearing, the Plan Proponents,
at the direction of the Court, conferred and have agreed upon (i)
certain procedures related to the admission of documents and
deposition testimony into evidence for consideration in
connection with the confirmation hearing; and (ii) the resolution
of objections by the Plan Proponents to the admission of certain
documents and deposition testimony.

Accordingly, the Creditors' Committee submitted a proposed form
of order reflecting procedures agreed upon by the Plan Proponents
with respect to admission of evidence and resolution of
evidentiary objections, a full-text copy of which is available
for free at:

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

Mr. Landis certified that the proposed order is in a form
acceptable to the DCL Plan Proponents and the Noteholders.  He
clarified that the proposed order applies only to objections
asserted by the Plan Proponents and does not have any effect on
objections to documents or deposition testimony asserted by other
parties.

                       Amended DCL Plan

As reported in the May 3, 2011 edition of the Troubled Company
Reporter, the Debtors, the Official Committee of Unsecured
Creditors, Oaktree Capital Management, L.P., Angelo Gordon & Co.,
L.P. and JPMorgan Chase Bank, N.A.; filed with the Court a Second
Amended Joint Plan of Reorganization, as modified on April 26,
2011.

In the amended DCL Plan, the DCL Plan Proponents clarified that
the amounts allocable to Senior Lenders and Bridge Lenders that
do not elect to participate in the Step Two Disgorgement
Settlement will be advanced by the Step Two Arrangers that are
signatories to the undertaking to be filed prior to hearing on
the Disclosure Statement.  Similarly, the procedures for
Potential Step Two Disgorgement Defendants to elect to
participate in the Step Two Disgorgement Settlement will be filed
prior to hearing to approve the Disclosure Statement, which
procedures will be acceptable to the proponents and the Step Two
Arrangers that are signatories to the Step Two Disgorgement
Settlement Undertaking.

The DCL Plan also made clear that nothing in the Plan will be
deemed to constitute a determination of the priorities of the
PHONES Notes Claims and the EGI-TRB LLC Notes Claims, solely as
between the PHONES Notes Claims and the EGI-TRB LLC Notes Claims.
Similarly, the provisions of the DCL Plan will not operate to
discharge any debts that are otherwise rendered non-dischargeable
pursuant to Section 1141(d)(6) of the Bankruptcy Code.

Under the DCL Plan, litigation trust interests is defined
beneficial interests in the Litigation Trust granted to holders
of Allowed Class 1L Claims, which will entitle those holders to a
pro rata share of the net litigation trust proceeds, if any,
remaining after the payment in full of all other Allowed Claims
against Tribune.  Each holder of an Allowed Securities Litigation
Claim against Tribune will receive a pro rata share of the Class
1L Litigation Trust Interests.  In addition, holders of Allowed
Securities Litigation Claims against Tribune retain any
Disclaimed State Law Avoidance Claims that may exist in their
favor.  Holders of Classes 2L through IIIL Securities Litigation
Claims against a Filed Subsidiary Debtor will receive the
distributions, if any, provided to holders of Class 1L Claims.

Deutsche Bank Trust Company Americas and Wilmington Trust are
added to the Creditors' Trust Advisory Board to be formed under
the DCL Plan so long as one or more holders of the relevant
Senior Noteholder Claims or Phones Notes Claims has elected to
receive Creditors Trust Interests, but excluding the Senior Loan
Agent.  Deutsche Bank and Wilmington Trust are also deemed
initial members of the Litigation Trust Advisory Board.

The DCL related that trustees under the Litigation Trust and the
Creditors' Trust will each have fiduciary duties to the Trusts
beneficiaries consistent with the fiduciary duties that a member
of an official committee of unsecured creditors appointed
pursuant to Section 1102 of the Bankruptcy Code has to the
creditor constituents represented by that committee and will
exercise its responsibilities.  The Litigation and Creditors'
Trustees will not owe fiduciary obligations to any defendants of
Preserved Causes of Action in their capacities.  The Litigation
Trustee may, among other things, settle the Litigation Trust
Assets against the Non-Settling Defendants provided that it must
obtain Court approval to settle, dispose of or abandon any
affirmative preserved causes of action where the stated face
amount exceeds $1,000,000.

A two-part copy of the DCL Plan dated April 26, 2011, is
available for free at:

  http://bankrupt.com/misc/Tribune_Apr26DCLPlan01.pdf
  http://bankrupt.com/misc/Tribune_Apr26DCLPlan02.pdf

A two-part blacklined copy of the DCL Plan dated April 26, 2011,
is available for free at:

  http://bankrupt.com/misc/Tribune_Apr26DCLPlan01_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Apr26DCLPlan02_blacklined.pdf

A two-part blacklined copy cumulative changes made to the
original DCL Plan dated December 8, 2010 is available for free
at:

http://bankrupt.com/misc/Tribune_DCLPlanCumulativeBlackline01.pdf
http://bankrupt.com/misc/Tribune_DCLPlanCumulativeBlackline02.pdf

                    Amended Noteholders Plan

As reported in the May 3, 2011 edition of the Troubled Company
Reporter, Aurelius Capital, on behalf of its managed entities;
Deutsche Bank Trust Company Americas, in its capacity as successor
indenture trustee for certain series of senior notes; Law
Debenture Trust Company of New York, in its capacity as successor
indenture trustee for certain series of senior notes; and
Wilmington Trust Company, in its capacity as successor indenture
for the PHONES Notes submitted their Third Amended Joint Plan of
Reorganization on April 25, 2011.

The Noteholders believe the Debtors' actual total distributable
enterprise value or "DEV" is materially higher than $6.75
billion.  In that regard, the Noteholders have submitted the
rebuttal report to Expert Valuation Report submitted by Lazard
FrSres & Co. LLC prepared by Raymond James, challenging the $6.75
billion DEV.

The Noteholder Plan provides for the separate classification of
the Swap Parent Claim and Swap Guaranty Claim from the Step One
Senior Loan Claims and Step One Senior Loan Guaranty Claims.
Through this modification, the initial distributions to the
holder of the Swap Claims do not change and, thus, the Holder of
the Swap Claims will still receive its pro rata share of the
Debtors' remaining DEV after taking into account (i) initial
distributions to holders of Senior Noteholder Claims, Other
Parent Claims and Other Guarantor Debtor Claims, and (ii) the
reserves established to pay all non-LBO creditors in full, plus
postpetition interest through December 8, 2012.

Under the Amended Noteholder Plan, each holder of Allowed Other
Guarantor Debtor Claims to receive (i) its natural recovery based
on an entity-by-entity valuation prepared by the Debtors, which
is premised on the $6.75 billion total DEV and the allocation of
the total DEV among all of the Debtor entities, as opposed to a
flat 8% initial distribution or (ii) to the extent disputed by
any holder, other recovery as may be determined by a final order.
Initial distributions to holders of Allowed Senior Noteholder
Claims and Allowed Other Parent Claims will be comprised of the
consideration strip consisting of a pro rata share of New Common
Stock or New Warrants; (b) the New Senior Secured Term Loan; and
(c) Distributable Cash.  In accordance with the Other Parent
Claims Put Option, Holders of Other Parent Claims may receive an
increased Cash-only distribution under the Noteholder Plan.

After the initial distributions are made, holders of EGI-TRB LLC
Notes Claims and PHONES Notes Claims will receive pro rata share
of Parent DEV pending (a) allowance of potential beneficiaries
claims and (b) determination of potential beneficiaries'
entitlements under subordination provisions, which reminder will
ultimately be distributed in accordance with the Litigation
Distribution Orders.

A full-text copy of the Noteholder Plan dated April 25, 2011 is
available for free at:

   http://bankrupt.com/misc/Tribune_Apr25NoteholderPlan.pdf

A blacklined copy of the Noteholder Plan is available for free
at:
http://bankrupt.com/misc/Tribune_Apr25NoteholderPlan_blacklined.pd
f

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Proposes To Sell Columbia Property for $3.85-Mil.
-------------------------------------------------------------
Homestead Publishing Co., debtor-affiliate of Tribune Co., seeks
permission from the Bankruptcy Court to sell a real property
commonly known as 10750 Little Patuxent Parkway, in Columbia,
Maryland, free and clear of all liens, to 175 LLC, for $3,850,000.

The Columbia Property is a commercial property consisting of a
29,450-square foot office building on approximately 2.18 acres of
real property.  The Columbia Property was used for the
publication of a local newspaper and housed all newspaper
personnel, including sales people, editors, and reports.
However, in a consolidation effort aimed towards greater
efficiency, those operations were moved in February 2011 from the
Columbia Property to already-owned vacant space in a facility,
which houses operations for The Baltimore Sun in Baltimore,
Maryland.  The Columbia Property has thus been vacant for the
past three months.

The Columbia Property was not actively marketed before
negotiations with the Purchaser.  However, just prior to the
Columbia Property becoming vacant, Homestead was approached by
the Purchaser with an offer to purchase the Columbia Property for
$3,200,000.  Since that time, Homestead and the Purchaser have
been in negotiations regarding the terms and sale price of the
Columbia Property.

As a result of those negotiations, Homestead and the Purchaser
have negotiated and executed a Purchase and Sale Agreement
governing the Debtor's sale of the Columbia Property to the
Purchaser.

The key terms of the Sale Agreement are:

  * The Purchaser will pay $3,850,000 as purchase price for the
    Columbia Property.

  * No personal property will be transferred as part of the
    transaction, and there are no leases applicable to the
    Columbia Property.

  * Of the Purchase Price, $100,000 is to be deposited in an
    escrow account as earnest money within three business days
    of entry of an order approving the Debtor's Motion.  An
    additional $200,000 is to be deposited into the escrow
    account upon expiration of a Study Period provided by the
    Sale Agreement.

  * At Closing, those deposits will be credited towards the
    Purchase Price, and the balance of the Purchase Price will
    be immediately payable.

  * Upon the Effective Date of the Sale Agreement, the Purchaser
    will have a 90-day Study Period during which it can
    investigate the Columbia Property to determine, in the
    Purchaser's sole and absolute discretion, if the Columbia
    Property is acceptable to the Purchaser and suitable for the
    Purchaser's use and development.  The Sale Agreement
    contemplates that the Closing will occur within 60 days from
    the expiration of the Study Period.

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

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

Bryan Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that neither Homestead nor any of the Debtors have
conducted business operations on the Columbia Property, nor do
any of the Debtors anticipate having any need to use the Columbia
Property in the future.  The Columbia Property also has
substantial annual carrying costs, he points out.  Thus, the
proposed sale of the Columbia Property allows Homestead to
quickly monetize a surplus asset pursuant to a sale to a third
party for a price that in the commercial judgment of the Debtors,
roughly approximates the value of the Columbia Property and
eliminates substantial yearly carrying costs, he asserts.  By
selling pursuant to a private sale, Homestead has also avoided a
seller-side broker commission that the Debtors anticipate could
be over $100,000 for the Columbia Property, he adds.

The Court will consider the Debtor's request on May 25, 2011.
Objections are due no later than May 18.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRISTAR INSURANCE: AM Best Puts 'C-' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of C-
(Weak) and an issuer credit rating of "cc" to Tristar Insurance
Company Limited (Tristar) (Nevis).  The assigned outlook is
stable.

The ratings reflect Tristar's narrow business profile,
inconsistent overall operating results and limited financial
flexibility.  Tristar is a niche reinsurer with a very narrow
business profile focused primarily on one business segment.
Tristar reinsures only surety coverages in Latin America, mainly
in Colombia and the Dominican Republic.  Overall operating results
have been inconsistent and mainly reflect Tristar's investment
performance.  In addition, A.M. Best considers the company's risk
management as marginal and expects improvement in the near to
medium term.

Partially offsetting these weaknesses is Tristar's adequate risk-
adjusted capitalization for its current business profile.  A.M.
Best also believes that Tristar's current ownership structure as a
closely held organization limits its financial flexibility and
could negatively impact the company's response to internal or
external shocks.


TROPICANA ENT: Hearing Tomorrow on Fee Allocation Dispute
---------------------------------------------------------
Interested parties will convene before Judge Kevin Carey of the
U.S. Bankruptcy Court for the District of Delaware on the issue of
proper allocation of professional fees between the two groups of
Tropicana bankruptcy estates, namely the 28 OpCo estates and the 7
LandCo estates.

A hearing on the Fee Allocation Dispute will commence on May 11,
2011, at 10:00 a.m. Eastern Time.

Professionals that have filed their Final Fee Applications in the
Delaware Debtors' cases are AlixPartners LLP; Capstone Advisory
Group, LLC; Ernst & Young LLP; Kirkland & Ellis LLP; KPMG LLP;
Lazard Freres & Co., LLC; Lionel Sawyer & Collins; Morris,
Nichols, Arsht & Tunnell LLP; Paul, Hastings, Janofsky & Walker
LLP; Richards, Layton & Finger, P.A.; Sills Cummis & Gross P.C.;
Stroock & Stroock & Lavan LLP; and Warren H. Smith & Associates,
P.C.

The Liquidating LandCo Debtors and the Steering Committee of
Lenders to the OpCo Debtors, representing the interests of the
Reorganized OpCo Debtors, have filed objections to the Final Fee
Applications.

Moreover, the Steering Committee seeks a 50/50 allocation of the
fees.  The LandCo Debtors, on the other hand, seek its allocation
of the fees to range from 1% to 15%.

For their part, the Professionals propose that 23% of their total
fees and expenses be allocated to the LandCo Debtors.  Many of
the Professionals devised their own allocation methodology and
came up with these specific allocations:

                             % of Fees          % of Fees
                           Attributable to    Attributable to
    Firm                    OpCo Debtors       LandCo Debtors
    -------------------   ---------------    ----------------
    Kirkland & Ellis            70.7%              29.3%
    Lazard Freres               83.8%              16.2%
    AlixPartners                71.6%              29.2%
    Ernst & Young               90.0%              10.0%
    Richards Layton             70.1%              29.3%
    KPMG                        91.2%               9.8%
    Stroock & Stroock           71.4%              28.6%
    Capstone                    86.4%              13.6%
    Paul Hastings               did not attempt to allocate

A summary chart detailing the Professionals' requested fees,
expenses, and allocations is available for free at:

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

A summary chart detailing the LandCo Debtors' proposed
allocations is available for free at:

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

Fee auditor Warren H. Smith & Associates, P.C., have also raised
various issues with respect to the allowance and allocation of
the fees and expenses in the Fee Applications.

The Court has thus ordered the bifurcation of the litigation with
respect to the Fee Objections into two phases.  The first phase
is the allocation between the Delaware Debtors of the fees and
expenses incurred by the Professionals through June 30, 2009.
The second phase of the litigation involves the remaining
objections and will trail the resolution of the Allocation
Dispute by approximately eight weeks.

                        50/50 Allocation

In a subsequent brief, the Steering Committee maintains that a
50/50 split between the Debtors is the appropriate fees
allocation.

"The work done by the Professionals benefited both the LandCo
Debtors as well as the OpCo Debtors.  [Thus,] the legal
obligation to pay those professionals should be shared equally
between those parties," Vivian A. Houghton, Esq., in Wilmington,
Delaware, counsel to the Steering Committee, says.

Ms. Houghton further cites that Scott Butera, former president
and chief executive officer of Tropicana Entertainment Holdings,
LLC, stated that a 50/50 split of fees and costs between the
Delaware Debtors is equitable and based in the realities of what
were the legal and business affairs of the Debtors.  The Debtors
were consolidated entities and conducted their day-to-day affairs
on that basis.  Even the Debtors' counsel, Kirkland & Ellis, she
relates, made numerous statements that support an equal
allocation of fees and costs between the Debtors.

The Steering Committee asserts that the LandCo Debtors' proposed
allocations are arbitrary.

Ms. Houghton contends that the LandCo Debtors failed to state the
basis of their initial allocation and identify who performed the
allocation.  In contrast, she points out, the Steering Committee
has fully disclosed how it arrived at its initial allocation.

The proposed allocations by the various Professionals of the
Debtors, Ms. Houghton adds, ignored the reality that the LandCo
Debtors were part of a consolidated enterprise and received the
benefits of all the services provided by the Professionals from
the outset of the bankruptcy proceedings.

Ms. Houghton, however, notes that Lazard Freres was unique among
the Professionals in that the firm based on how the postpetition
financing was allocated between the LandCo Debtors and the OpCo
Debtors.  She adds that AlixPartners committed an egregious
breach of ethics and equity when it "scrubbed" certain timesheets
to remove all reference to the LandCo Debtors in their time
entries.

             Time Entry-by-Time Entry Allocation

In a pre-hearing memorandum, the LandCo Debtors and Tropicana Las
Vegas, Inc., assert that their time-entry-by-time-entry and
professional-by-professional allocation is the appropriate
methodology under the.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, reminds the Court that the LandCo
Debtors owned and operated a single property, the Tropicana Las
Vegas Resort and Casino, during the pendency of the bankruptcy
cases; while the OpCo Debtors owned and operated 10 properties,
including hotels and casinos in Atlantic City, Lake Tahoe,
Laughlin, Baton Rouge, Evansville, Vicksburg, and Greenville.
The confirmation of separate Plans for the LandCo Debtors and the
OpCo Debtors, he adds, made formal a de facto division between
the Debtors that had always existed.

Tropicana Las Vegas tells the Court that it undertook to analyze
and allocate the Professionals' relevant time entry, which
confirm that the lion's share of activity in the Debtors' cases
relate to the OpCo businesses and estates and that approximately
7.2% of the total fees and expenses is properly allocable to the
LandCo Debtors.

The LandCo Debtors complain that the Professionals' allocations
are based on vague and general estimates of the amount of time
devoted to the applicable estates.

The LandCo Debtors further assert 50/50 split is facially
preposterous and legally impermissible.  Such methodology, Mr.
Cleary contends, not only ignores the specific services performed
by the applicable Professionals but also disregards all other
potentially relevant allocation data points, like the ratio of
properties, revenues and debt between the Delaware Debtors.

             Professionals File Pre-Hearing Memoranda

In separate court filings, several Professionals submitted to the
Court responses or pre-hearing memoranda with respect to the
Allocation Dispute.

Ernst & Young contends that the Steering Committee completely
ignored the extremely detailed allocation studies it performed
and filed with respect to its fees and expenses.  E&Y, however,
notes that the Steering Committee has not materially disputed any
part of its proposed allocations.  The Steering Committee, E&Y
says, seems to be seeking to offload costs of the reorganization
by proposing a self-serving allocation of the fees between the
Debtors.

AlixPartners emphasizes that its engaged in a good-faith effort
to allocate fees and expenses retrospectively, to account, as
accurately as possible, for the relative amount of benefits
derived by each group of Tropicana Debtors from each type of work
performed by the firm.  AlixPartners further clarifies that
references to "LandCo" were removed from one monthly application
after the LandCo Debtors' Plan had gone effective.

Lazard, for its part, asks the Court to consider a provision in
the May 30, 2008 Lazard Retention Order regarding the Debtors'
joint and several liability to the firm to the extent the
Steering Committee attempt to cap or limit the Debtors' liability
to the firm in the initial, bifurcated phase of the contested
matter.

The Professionals assert that the Plans provide for full payment
of all professional fees and expenses.  "At the very least, the
Plans cannot require disgorgement of professional fees and
expenses to the OpCo Debtors unless it is clear that any affected
Professionals will obtain reimbursement for these amounts from
the LandCo Debtors," the Professionals emphasize.

Capstone Advisory is seeking an extension of the deadline for it
to file a pre-hearing memorandum regarding the Allocation Dispute
to May 6, 2011.  Capstone is currently engaged in settlement
discussions with the Steering Committee.

              Two Firms Settle Allocation Dispute

In recent separate filings, AlixPartners and Kirkland & Ellis
informed the Court that they have reached settlement agreement
with the Steering Committee and the OpCo Debtors with respect to
the Allocation Dispute.

AlixPartners agrees that it will not pursue reimbursement from
the OpCo Debtors or the Steering Committee of (i) fees and
expenses incurred in defending its final fee applications, and
(ii) any amounts disgorged to the LandCo Debtors.  In return, the
Steering Committee will withdraw its objection to the
AlixPartners' final fee application and will not seek
disgorgement of fees from AlixPartners.

For its part, Kirkland & Ellis agrees that it will not
voluntarily disgorge, refund, or pay to the LandCo Debtors any of
its fees and expenses that the Court determines to be allocable
to the LandCo Debtors that were paid by the OpCo Debtors.  In the
event the Court orders the LandCo Debtors to pay any of Kirkland
& Ellis' fees and expenses, to the extent it receives payment
from the LandCo Debtors, the firm will reimburse the OpCo Debtors
an equal amount of fees and expenses previous paid by the OpCo
Debtors that was allocable to the LandCo Debtors.  In return, the
OpCo Debtors and the Steering Committee agree to withdraw with
prejudice their to Kirkland & Ellis' request for fees and
expenses.

Kirkland & Ellis retains the right to seek allowance and payment
of its fees and expenses in the LandCo Debtors' Chapter 11 cases.
It also agrees to waive payment from the OpCo Debtors and the
Steering Committee of any fee objection defense expenses and any
unpaid post-emergence Chapter 11 fees and expenses.

Kirkland & Ellis will continue to prosecute the Fee Applications
based on its allocation.  To the extent the Court finds that the
OpCo Debtors' allocated portion of the aggregate fees and
expenses due to Kirkland & Ellis is less than the OpCo Payments,
the OpCo Debtors' sole remedy will be to seek reimbursement from
the LandCo Debtors for any previously paid over-allocated
amounts.

The Settlement Parties seeks Court approval of their agreements.

                     Schedules of Evidence

In connection with the upcoming Allocation Dispute hearing, the
LandCo Debtors, the Steering Committee, Kirkland & Ellis LLP,
Capstone, and Stroock & Stroock submitted a joint pre-trial
memorandum on May 4, 2011, disclosing their applicable lists of
exhibits and trial depositions that they anticipate to offer into
evidence at the May 11 hearing.

The parties also informed the Court that they may introduce into
evidence various documents served on parties-in-interests to the
Allocation Dispute in connection with one or more of the Fee
Applications.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Adamar of NJ Seeks Dismissal of Ch. 11 Cases
-----------------------------------------------------------
Adamar of NJ In Liquidation, LLC, f/k/a Adamar of New Jersey,
Inc. and Manchester Mall, Inc., seek an order from the Honorable
Judith H. Wizmur of the U.S. Bankruptcy Court for the District of
New Jersey for an order dismissing its Chapter 11 Cases.

The NJ Debtors initially commenced their Chapter 11 cases to
effectuate a sale of substantially all their assets pursuant to
Section 363 of the Bankruptcy Code.  The sale of the NJ Debtors'
assets was mandated by the New Jersey Casino Control Commission,
pursuant to the New Jersey Casino Control Act, as a result of the
NJ Commission's appointment of retired New Jersey State Supreme
Court Justice Gary S. Stein as conservator of all the Adamar
assets on December 19, 2007.

Justice Stein undertook a comprehensive and extensive effort to
sell the NJ Debtors' assets.  The NJ Debtors and Justice Stein
eventually entered into a credit bid asset purchase agreement
with the NJ Debtors' prepetition secured lenders, which served as
the "stalking horse" bid for the solicitation of higher and
better offers for the assets.  No other offers were received.

After the Court's approval of the sale and the asset purchase
agreements, as amended, on March 8, 2010, the NJ Debtors closed
on the sale of their assets to Tropicana Atlantic City Corp. and
Tropicana AC Sub Corp.

Pursuant to the Sale Order and Amended Agreement, many of the NJ
Debtors' unexpired leases and executory contracts were assumed
and assigned to the Purchasers.  Each of the leases and contracts
that were not assumed and assigned to the Purchasers has been
rejected by the NJ Debtors.

The NJ Debtors have satisfied or otherwise resolved all claims
that are payable under the Amended Agreement, other than the
professional compensation claims, which will be paid upon entry
of a Court order allowing the payment, Ilana Volkov, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., at Hackensack, New
Jersey, relates.

The NJ Debtors also have no remaining assets to monetize for the
benefit of their creditors and, therefore, do not have the means
with which to pay priority unsecured liabilities other than those
already paid under the Amended Agreement or to fund a dividend to
general unsecured creditors, Ms. Volkov cites.

As a result, the NJ Debtors are unable to propose a Chapter 11
plan that satisfies the confirmation requirements of the
Bankruptcy Code, Ms. Volkov tells the Court.  "The dismissal of
these Chapter 11 Cases pursuant to Sections 1112(b), 105(a), and
305(a) of the Bankruptcy Code is appropriate, and represents the
most efficient and expedient route for bringing these cases to
conclusion," she asserts.

The State of New Jersey has filed a claim against the NJ Debtors'
estates by or on behalf of the Division of Taxation and the
Department of Labor and Workforce Department.  The NJ Tax
Division filed a motion to allow or fix its claims.  Although the
NJ Tax Division is fully aware of the fact that the NJ Debtors do
not have any funds to pay any claims that may be allowed pursuant
to the Motion to Fix and acknowledges that the Purchasers are not
liable for the NJ Tax Division's claims, Ms. Volkov points out,
it is insisting on the allowance of its claims.  The Motion to
Fix is scheduled to be heard on May 18, 2011.

A hearing on the NJ Debtors' Motion to Dismiss is set for May 18,
2011, at 9:30 a.m.  Objections are due no later than May 11.

Unless objections are timely filed and served, the motion to
dismiss will be deemed uncontested and the relief requested may
be granted without a hearing.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Adamar Seeks to Reclassify Columbia's Admin. Claim
-----------------------------------------------------------------
Adamar of NJ In Liquidation, LLC, f/k/a Adamar of New Jersey,
Inc. and Manchester Mall, Inc., seeks the reclassification of
Columbia Sussex Corporation's purported administrative expense
claim, designated as Claim No. 794, as a general unsecured claim
and the disallowance of the same claim as an administrative
expense claim pursuant to Sections 502(b) and 503 of the
Bankruptcy Code and Rule 3007 of the Federal Rules of Bankruptcy
Procedure.

The NJ Debtors are aware that Tropicana Entertainment Inc., a
Reorganized Debtor in the Delaware bankruptcy cases, and Columbia
Sussex may continue to engage in discussions or mediation to
attempt to resolve (i) Wimar Tahoe Corporation's Motion for
Summary Judgment on Columbia Sussex's Administrative Expense
Claim, and (ii) Columbia Sussex's Motion for Summary Judgment on
Prepetition Employee Benefits Claim and Postpetition Claim, which
are pending in the United States Bankruptcy Court for the
District of Delaware.

Discussions or mediation in the Motions for Summary Judgment may
include a resolution or withdrawal of the CSC Claim in these
Chapter 11 cases.  However, because those settlement discussions
have yet to result in a resolution of the CSC Claim, the NJ
Debtors believe it is prudent to move forward with its motion to
reclassify so as to avoid any delays in the administration of
these cases, according to Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey.

                           CSC Claim

In May 2005, Aztar Corporation, a spin-off entity from Ramada
Inns and the owner of the Tropicana Casino & Resort-Atlantic City
property at that time, agreed to be acquired by Columbia Sussex.
The New Jersey Casino Control Commission granted Columbia Sussex
an interim authorization to operate the casino and resort on
November 3, 2006.  The acquisition concluded in January 2007 with
the Aztar properties being merged into Columbia Sussex's gaming
subsidiary, which was renamed Tropicana Entertainment LLC, a
Delaware Debtor.

From January 3, 2007 through October 31, 2008, the NJ Debtors'
workers' compensation coverage and automobile insurance were
provided by Chubb Group of Insurance Companies through a policy
placed by Columbia Sussex.  During this time, the NJ Debtors
agreed to reimburse Columbia Sussex or Aztar, as applicable, for
all payments made on their behalf on account of premium payments
or losses incurred under the policies.

By March 8, 2010, the NJ Debtors closed on the sale of all or
substantially all of their assets pursuant to the Amended and
Restated Purchase Agreement, dated November 20, 2009, as amended.

Columbia Sussex filed the CSC Claim on April 21, 2010, in an
unliquidated amount, asserting that it is entitled to
administrative expense status for "any and all amounts due and
owing by the [NJ] Debtors to [Columbia Sussex] relating, in any
way, to the [workers'] compensation and auto insurance policies,
including, without limitation, any and all losses, costs,
policies, only to the extent that the Bankruptcy Court finds such
claims to be administrative claims allowable under Section
503(b)(1)(A) of the Bankruptcy Code."  Columbia Sussex reserved
its right to amend, modify or supplement the CSC Claim.

Columbia Sussex asserts that the CSC Claim may be entitled to
administrative expense status under Section 503(b) without
providing any factual or legal support for the assertion, Ms.
Volkov notes.  She argues that the CSC Claim is not entitled to
administrative expense priority as a matter of law.

Ms. Volkov further argues that:

    * The CSC Claim is not entitled to prima facie validity as
      it contains only the general statement that Columbia
      Sussex seeks "any and all amounts due and owing by the
      [NJ] Debtors to [Columbia Sussex] relating, in any way, to
      the [workers'] compensation and auto insurance policies,"
      and does not include any calculation or proof of any
      payment.

    * The CSC Claim is not entitled to administrative expense
      priority in any event.  The Claim is based on transactions
      that occurred long before the Petition Date.  Accordingly,
      the debt asserted did not arise from a transaction with
      the NJ Debtors and provided no benefit whatsoever to the
      NJ Debtors' estates.  As a result, the CSC Claim cannot be
      accorded administrative expense status as a matter of law
      and should be reclassified to a general unsecured claim
      and disallowed as an administrative expense claim.

In the unlikely event that the U.S. Bankruptcy Court for the
District of New Jersey determines that the CSC claim is a valid
administrative expense claim, there are no assets remaining in
the NJ Debtors' estates from which to pay the claim and the
purchasers of the NJ Debtors' assets assert that they are not
liable for the CSC Claim under the Amended and Restated Purchase
Agreement, Ms. Volkov says.

Pursuant to the Amended Sale Agreement, the Purchasers agreed to
utilize some of the cash purchased to pay specific claims, with
any excess cash to revert to the Purchasers.  The claims payable
did not include the CSC Claim because, among other things,
Columbia Sussex's services were not necessary to the NJ Debtors'
continued business operations or the administrative of their
estates, and the CSC Claim is nothing more than a general
unsecured claim, Ms. Volkov asserts.  She further clarifies that
the CSC Claim is not an "Assumed Liability" and is a specifically
excluded liability under the Amended Agreement.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNI-PIXEL INC: To Present at MDB Capital's Annual Conference
------------------------------------------------------------
UniPixel, Inc., has been invited to present at MDB Capital Group's
Annual Bright Lights Conference.  The conference will be held at
the Le Parker Meridien Hotel in New York City on May 10-11, 2011.

UniPixel's president and chief executive officer, Reed Killion, is
scheduled to present on Wednesday, May 11, 2011 at 10:30 a.m.
Eastern time, with one-on-one meetings held throughout the day.
Mr. Killion will discuss the company's progress with a number of
products based on its performance engineered film technology,
including the initial sales of its FingerPrint Resistant films
under the Clearly Superior UniPixel brand.  He will also discuss
the company's first quarter 2011 results, as well as its financial
and strategic outlook.

The Bright Lights Conference will showcase the most innovative
public companies ranked in the 90th percentile for technology
leadership from more than 1,500 small-cap companies with U.S.
patents, as rated by PatentVest, MDB's proprietary IP business
intelligence platform. Presenting companies are selected from
MDB's "Best & Brightest" list, which have been scored, ranked and
analyzed on the basis of their rate of innovative change, as well
as the novelty, quality and industry impact of their patents.

For more information about the conference or to schedule a one-on-
one meeting with UniPixel management, contact your MDB Capital
representative at 310-526-5004 or visit www.mdb.com/2011-bright-
lights-conference.html.

                      About MDB Capital Group

MDB Capital Group LLC is an institutional research and investment
banking firm that focuses exclusively on companies that possess
market changing, disruptive intellectual property.  For more
information, visit www.mdb.com.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $13.21 million
in total assets, $427,447 in total liabilities and $12.79 million
in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNIVERSAL CASUALTY: AM Best Cuts Financial Strength Rating to 'D'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to D (Poor) from B- (Fair) and issuer credit rating (ICR) to "c"
from "bb-" of Universal Casualty Company (UCC).  The outlook for
both ratings is negative.

Concurrently, A.M. Best has placed under review with negative
implications the ICRs of "ccc" and senior debt ratings of "ccc" of
Kingsway Financial Services Inc (KFSI) and Kingsway America Inc.
(KAI).

A.M. Best also has placed under review with negative implications
the FSR of B- (Fair) and ICR of "bb-" of Kingsway Reinsurance
Corporation (KRC) (Barbados).

The FSR of B- (Fair) and ICRs of "bb-" will remain under review
with negative implications for Mendota Group and its members,
Mendota Insurance Company and its wholly owned subsidiary,
Mendakota Insurance Company (both are domiciled in Eagan, MN).
All companies are headquartered in Elk Grove Village, IL, unless
otherwise specified.

The rating actions on UCC, KFSI, KAI and KRC follow A.M. Best's
discussions with KFSI regarding its strategic plans in response
to the holding company's year-end 2010 loss in equity of over
$55 million.  The ratings of KFSI, KAI, Mendota Group and KRC will
remain under review as management continues to pursue pending
recapitalization plans of these entities, along with A.M. Best's
assessment of the impact of these initiatives on the companies'
various ratings.

The ratings for UCC reflect its severe adverse reserve development
at year-end 2010, which caused risk-adjusted capitalization to not
support its ratings after reserves were strengthened.

The ratings for KFSI and its subsidiaries also recognize their
weak capitalization, above average financial and operating
leverage, unprofitable earnings trends and the challenges they
face from strong competitive markets, weak economic conditions,
below average interest rates, declining premium volume and rising
claims costs.

These concerns are partially offset by KFSI's actions to
reorganize operations to improve efficiency and customer service;
de-leverage its balance sheet and improve liquidity by selling
assets for cash and reducing debt; improve performance by
cancelling non-core lines of business, unprofitable agents and
accounts; focus on core non-standard automobile insurance; and
consolidate management and back office operations.

These debt ratings have been placed under review with negative
implications:

Kingsway America Inc.:

  -- "ccc" on US$125 million 7.5% senior unsecured notes, due
      2014 (currently USD 27 million outstanding);

  -- "ccc" on CAD 74.1 million 7.12% senior unsecured notes, due
     2015 (currently CAD19.7 million of the related KLROC debt is
     in the possession of non-KFSI owners)

Kingsway Financial Services Inc:

  -- "ccc" on CAD100 million 6% senior unsecured debentures, due
     2012 (currently CAD1.9 million outstanding)


USEC INC: Incurs $16.60 Million Net Loss in March 31 Quarter
------------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting 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.

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

                        http://is.gd/4UpzYg

                          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.


VISICON SHAREHOLDERS: Court Cancels May 4 Plan Outline Hearing
--------------------------------------------------------------
The hearing on Disclosure Statement explaining The Visicon
Shareholders Trust's reorganization plan scheduled for May 4,
2011, has been canceled.  Debtor's counsel was directed to upload
an agreed order establishing a new deadline for objections to the
Disclosure Statement and a new date for the Disclosure Statement
Approval hearing.

As reported in the TCR on Feb. 16, 2011, The Visicon Shareholders
Trust, owner of the Hope Hotel and Conference Center, in its plan
to emerge from bankruptcy reorganization, said it proposes to pay
some of its unpaid sales tax debt to Ohio, but none of a disputed
bill from a contractor.

Visicon Shareholders Trust also offers either a $4 million lump-
sum payment within a year after emerging from bankruptcy
proceedings, or a 10-year repayment term, to the largest creditor,
mortgage holder GCCFC Dayton Hotel and Conference Center LLC.  The
current mortgage amount is about $7.4 million, said David Meyers,
the hotel owner who serves as trustee of Visicon Shareholders
Trust.

Visicon's second-largest debt is $279,368 in sales taxes owed to
Ohio for 2006, 2007 and 2009, according to the trust's filings in
U.S. Bankruptcy Court.  Under the reorganization plan filed
Feb. 3, 2011, Visicon proposes to pay 35% of Ohio's tax claims "as
payment in full" within five years of emerging from
reorganization.

Visicon would pay nothing toward a $36,218 claim from Bertchlynn
Properties LLC, a Beavercreek contractor, for a 2006 exterior
insulation and finish project on the hotel's interior.  Visicon
contends that the job was botched, it had to hire someone to
finish the work and incurred additional expenses.  Bertchlynn has
said it wants to be paid.

Naples, Florida-based The Visicon Shareholders Trust, an Ohio
Trust, filed for Chapter 11 bankruptcy protection on June 8, 2010
(Bankr. S.D. Ohio Case No. 10-33736).  Ira H. Thomsen, Esq., who
has an office in Springboro, Ohio, represents the Debtor.  The
Debtor estimated assets at $10 million to $50 million and debts at
$1 million to $10 million as of the Petition Date.


VISUALANT INC: Incurs $513,912 Net Loss in March 31 Quarter
-----------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $513,912 on $2.86 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $231,116
on $0 of revenue for the same period during the prior year.  The
Company also reported a net loss of $772,036 on $4.93 million of
revenue for the six months ended March 31, 2011, compared with a
net loss of $416,754 on $0 of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2011 showed $4.63 million
in total assets, $6.13 million in total liabilities, a $1.54
million total stockholders' deficit and $47,739 noncontrolling
interest.

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

                         http://is.gd/gP615j

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


VISUALANT INC: Stockholders Elect 8 Directors at Annual Meeting
---------------------------------------------------------------
Visualant, Incorporated, held its 2011 Annual Meeting of
Stockholders on April 29, 2011.  The Stockholders elected eight
members to Board of Directors:

   * Ron Erickson
   * Brad Sparks
   * Jon Pepper
   * Dr. Masahiro Kawahata
   * Marco Hegyi
   * Yoshitami Arai
   * James Gingo
   * Paul Bonderson

The Stockholders also approved the proposal to adopt the
Visualant, Inc., 2011 Stock Incentive Plan.  The Stockholders
ratified the appointment of Madsen & Associates CPA's, Inc. of
Murray, Utah, as the Company's independent registered public
accounting firm for the fiscal year ending Sept. 30, 2011.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

The Company's balance sheet at March 31, 2011 showed $4.63 million
in total assets, $6.13 million in total liabilities, a $1.54
million total stockholders' deficit and $47,739 noncontrolling
interest.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


WAVE HOUSE: Plan Exclusivity Extension Hearing on June 9
--------------------------------------------------------
The U.S. Bankruptcy Court Southern District of California
continued until June 9, 2011, at 11:30 a.m., the hearing to
consider approval of the request to extend the exclusive periods
of Wave House Belmont Park LLC.

According to the Troubled Company Reporter on April 15, 2011, the
Debtor asked the Court to extend its exclusive periods to:

   (a) file a Chapter 11 plan until June 1, 2011; and
   (b) solicit acceptances of that plan until July 30, 2011.

The Debtor contends that it needs more time to resolve a large
contingency in its adversarial action over a lease of a park filed
against the city of San Diego, California, before it can file a
plan of reorganization.  The Debtors adds that the resolution of
this contingency will determine what "shape" its plan will take.

The hearing to consider the extension motion is continued to
April 28, 2011.  The hearing was originally set for Feb. 11, 2011,
but was subsequently continued.

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.


WESTINGHOUSE AIR: S&P Raises CCR to 'BB+'; Outlook Is Stable
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the CCR, on Wilmerding, Pa.-based Westinghouse Air Brake
Technologies Corp. (Wabtec) to 'BB+' from 'BB'. "At the same time,
we raised our issue-level ratings on the company's senior
unsecured debt to 'BB+' (the same as the CCR) from 'BB' with a
recovery rating of '3', indicating our expectation that lenders
would receive meaningful (50%-70%) recovery in a payment default
scenario. The outlook is stable," S&P stated.

"The rating actions reflect the company's good credit measures,
including funds from operations to total adjusted debt approaching
40%, along with our continued expectation that Wabtec's freight
rail businesses will improve in 2011 from low activity levels and
that performance at the company's transit rail business will
remain stable," said Standard & Poor's credit analyst Robyn
Shapiro. "Overall, the company's operating performance should
continue to benefit from increasing freight rail traffic volumes,
which has driven growth in that market."

The ratings on Wabtec reflect the company's significant financial
risk profile, characterized by an acquisitive growth strategy, and
its satisfactory business risk profile. Wabtec maintains about a
50% market share in braking products and leading positions in its
other product lines in North America. Its significant installed
base supports its aftermarket parts and services business, which
represents about half of the company's revenue.

The outlook is stable. "We could lower the rating if, for example,
an unexpected, sustained downturn in end markets or more-
aggressive financial policies appear likely to cause FFO to total
debt to fall and remain below 20%. We could raise the ratings if
Wabtec's operating prospects remain adequate and it demonstrates
financial policies in line with an investment-grade rating," S&P
added.


WESTSIDE MEDICAL: Court Approves Peregrine Realty as Appraiser
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Westside Medical Park LLC to employ Peregrine Realty
Partners as appraiser to determine the value of the Debtor's
tangible assets.

Bradley E. Lofgren, principal of the firm, will bill $450 per hour
for this engagement.

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

                      About Westside Medical

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  The Debtor tapped Peregrine
Realty Partners as appraiser.  The Debtor estimated assets and
debts at $50 million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
these persons to serve in the Official Committee of Unsecured
Creditors in the Debtor's case:

  1. Dakota Communications
  2. Burnside & Associates, Inc.
  3. Argo Group US, Inc.
  4. A.C. Martin Partners, Inc.


WHARFSIDE ASSOCIATES: Court Considers Case Dismissal on May 17
--------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has continued until May 17, 2011, at
10:30 a.m., to consider the motion to dismiss the involuntary
chapter 11 case filed against Wharfside Associates, LLC.

The Debtor and the petitioning creditors asked that the Court
dismiss the case.

The petitioning creditors are Blue Ion, LLC, Trident Construction
Co., Inc., Places, LLC, and LS3P Assoc., Ltd.  TCC of Charleston,
Inc., supported the motion to dismiss the case.

As reported in the Troubled Company Reporter on Feb. 16, 2011,
secured creditor Bank of America N.A. asked the Court to dismiss
the involuntary Chapter 11 case filed against Wharfside Associates
LLC or, in the alternative, for relief from the automatic stay as
to the Debtor's real and personal property in Charleston, South
Carolina, which is the subject of a foreclosure action pending
in state court in Charleston County.

The Debtor related that since the petition's filing and initial
hearings in the case, the petitioning creditors, the Debtor, Bank
of America and Anson House Capital Group, LLC, entered into
confidential settlement discussions that addresses the issues
which precipitated the petition's filing.

BOA holds a first priority mortgage lien on the property by virtue
given by the Debtor to BOA dated Feb. 20, 2007.  AHCG is a holder
of second priority mortgage lien on the property by by virtue of
that certain mortgage given by the Debtor dated Feb. 20, 2007.

The terms of settlement will:

   i) facilitate a marketing program through which the 18 unsold
      units at Anson House will be marketed and thereby increase
      the likelihood that sales will occur and realize a retail
      market value for the units;

  ii) preserve and potentially increase the value of previously
      sold units at Anson House;

iii) eliminate various market impediments to the sale of the
      units by securing BOA's approval of an amendment to he Anson
      House Mater Deed making the units subject to assessment; and

  iv) provide funds to stabilize the financial condition of the
      Anson House Condominium Owners Association, Inc.

The terms of the settlement include, among other things:

   1) BOA will forbear collection of its note and mortgage.  The
      forbearance will be implemented by entry of an appropriate
      order to be agreed upon by the parties that removes the BOA
      foreclosure action from the state court docket under
      applicable state rule of civil procedure;

    2) petitioning creditors will have the opportunity to be paid
       from the sale of the units after the BOA mortgage has been
       paid.  To facilitate these payments, AHCG has agreed to
       permit a portion of the sale proceeds after payment to BOA
       to be used by the Debtor to pay claims of petitioning
       creditors and TCC in amounts as provided for by the terms
       of the settlement; and

    3) BOA will subordinate it mortgage to an amendment of the
       Master Deed for the Anso House Horizontal Property Regime
       making the Debtor's units subject to assessment.

                   About Wharfside Associates LLC

Trident Construction Co., LS3P Associates, Ltd., Blue Ion, LLC,
and Places, LLC, filed an involuntary Chapter 11 bankruptcy
protection against Wharfside Associates LLC on Dec. 29, 2010
(Bankr. D. S.C. Case No. 10-09210).  Judge David R. Duncan
presides the case.  Robert E. Culver, Esq., at The Culver Law Firm
represents the petitioners.


WIKILOAN INC: Delays Filing of Annual Report on Form 10-K
---------------------------------------------------------
Wikiloan, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its Annual Report on
Form 10-K for the period ended Jan. 31, 2011.  The Company said it
did not obtain all information prior to filing date and attorney
and accountant could not complete the required legal information
and financial statements and management could not complete
Management's Discussion and Analysis of such financial statements
by May 2, 2011.

                        About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.

The Company's balance sheet at Oct. 31, 2010, showed $1.00 million
in total assets, $1.93 million in total liabilities, and a
stockholders' deficit of $926,455.

PS Stephenson & Co., P.C., in Wharton, Tex., expressed substantial
doubt about WikiLoan's ability to continue as a going concern
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has no revenue, significant assets or cash flows.


WOLVERINE TUBE: Seeks Pension Plan Termination
----------------------------------------------
BankruptcyData.com reports that Wolverine Tube filed with the U.S.
Bankruptcy Court a motion for an order determining that the
Debtors satisfy the financial requirements for a distress
termination of pension plan and approving the termination of
pension plan. Approval of a settlement with Pension Benefit
Guaranty Corporation is a condition to the Debtors' Plan, and
termination of the pension plan is a condition to the Plan
becoming effective.  The Court scheduled a May 24, 2011 hearing on
the matter.

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

As reported in the TCR on April 21, 2011, Wolverine Tube filed
with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement.

The Court subsequently signed an order approving the Disclosure
Statement.


ZOEY ESTATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Zoey Estates, LLC
        c/o PRM Realty Group, LLC
        118 N. Clinton Street, Suite LL366
        Chicago, IL 60661

Bankruptcy Case No.: 11-33116

Chapter 11 Petition Date: May 5, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: John Mark Chevallier, Esq.
                  MCGUIRE, CRADDOCK & STROTHER, P.C.
                  2501 N. Harwood, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6850
                  E-mail: mchevallier@mcslaw.com

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

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

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

The petition was signed by Peter R. Morris, manager.


* Business Bankruptcies Fall 11%, Other Filings Rise
----------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that business
bankruptcies fell in the yearlong period ending in March after
several years of steep increases, while overall bankruptcies
continued to rise, according to government data released Friday.

Law360, citing statistics released by the Administrative Office of
the U.S. Courts, discloses that new bankruptcy filings involving
predominately business debts fell 11 percent for the yearlong
period ending March 31, 2011, compared with the same period ending
March 31, 2010, to a total of 54,212 from 61,148.


* Four California School Districts on the Brink of Insolvency
-------------------------------------------------------------
Capital Weekly reports that four California school districts are
teetering on the brink of insolvency amid cash flow problems and
credit restrictions, according to the chief of the state's school
fiscal watch dog.

Capitol Weekly relates that the four districts -- Inglewood,
Cloverdale, Natomas, and Healdsburg -- have payroll obligations
that exceed their available cash.  Each district, according to the
report, is now close to exhausting internal borrowing and looking
for other resources with the prospect for a state takeover very
real.

"The question then becomes, will their cash hold out long enough
to make reductions in their budget so that they have enough cash
on an ongoing basis to survive? That's the race that they're in,"
said Joel Montero, chief executive officer of the Fiscal Crisis
and Management Assistance Team following testimony last week
before the Assembly Budget Subcommittee on Education Finance,
according to Capitol Weekly.

Capitol Weekly says the four districts are among 13 that received
negative certification from the state in March - a designation
assigned to local educational agencies that will be unable to meet
their financial obligations for the remainder of the current year
or for the subsequent fiscal year.

Another 97 districts received qualified certification - which
means there is some question whether the LEA can meet their
financial obligations for the current or two subsequent fiscal
years, Capital Weekly adds.

Capitol Weekly reports that education officials warn these numbers
would become substantially worse if the Legislature is forced to
move forward with an all-cuts budget, which would likely include
an additional cut to schools of as much as $5 billion next year.

As provider of last resort, says Capitol Weekly, the state is
required to takeover school districts that become insolvent.

Currently, the California Department of Education has
administrative oversight of six school districts as a result of
financial problems, Capitol Weekly adds.


* Credit Limits Rise for First Time Since Q3 2008
-------------------------------------------------
Steve Goldstein, MarketWatch's Washington bureau chief, reports
that according to a survey released Monday, credit limits are on
the rise for the first time since the third quarter of 2008, one
of several indicators showing a healing of credit markets.

MarketWatch relates that the Federal Reserve Bank of New York's
latest household debt and credit report, covering the first
quarter of 2011, found that:

     -- credit limits rose by 1% or about $30 billion;
     -- there were a steady number of open mortgage accounts
        following a period of decline since early in 2008;
     -- there was a 15% decline of total delinquent balances; and
     -- there was a broad flattening overall of consumers'
        outstanding debt balances. See external link to New York
        Fed survey.

New foreclosures dropped 17.7% and new bankruptcies declined
13.3%, the study added.

"We are beginning to see signs of credit markets healing gradually
and evidence of greater willingness of consumers to borrow and
banks to lend," said Andrew Haughwout, vice president and New York
Fed research economist, in a statement, according to MarketWatch.


* Moody's Says Global Default Rate Falls to 2.3% in April
---------------------------------------------------------
The global speculative-grade default rate declined to 2.3% in
April, according to Moody's Investors Service in its monthly
default report.  This is consistent with Moody's forecast of 2.0%
made in May of 2010. Last month, the rate was 2.6% and a year ago
it stood significantly higher at 9.0%.

Moody's forecasting model predicts that the global speculative-
grade default rate will decline to 1.5% by the end of this year.

There were no new debt defaults among Moody's-rated corporate
issuers last month, leaving the year-to-date default count
unchanged at eight.  By comparison, five Moody's-rated corporate
debt issuers defaulted in April 2010.

"Despite continued weakness in the broader economy, we continue to
expect stable, low default rates for the near future," said Albert
Metz, Moody's Director of Credit Policy Research.  "Issuers are
able to find the financing they need. Of course this could change
with a second economic contraction."

Moody's expects default rates to be highest in the Wholesale
sector in the U.S. and the Media: Advertising, Printing &
Publishing sector in Europe.

In the U.S., the speculative-grade default rate came in at 2.6% in
April, also lower than the prior month's level of 2.9%.  At this
time last year, the U.S. default rate was 9.5%.

In Europe, the default rate among speculative-grade fell to 1.8%
in April, from 2.2% in March.  The European default rate was at
7.5% in April 2010.

When measured on a dollar volume basis, the global speculative-
grade bond default rate edged down to 1.5% in April from 1.6% in
March.  A year ago, the global dollar-weighted default rate stood
at 8.4%.

In the U.S., the dollar-weighted speculative-grade bond default
rate ended April at 1.4%, slightly lower than the previous month's
1.5%. The comparable rate was 9.5% in April 2010.

In Europe, the dollar-weighted speculative-grade bond default rate
fell to 1.9% in April from 2.0% in March.  At this time last year,
the European speculative-grade bond default rate was 3.9%.

Moody's speculative-grade corporate distress index -- a measure of
the percentage of high-yield issuers that have debt trading at
distressed levels -- fell from March's level of 7.7% to 6.0% in
April.  A year ago, the index was higher at 14.1%.

Among U.S. leveraged loan issuers, the trailing 12-month default
rate rose to 2.2% in April from 1.7% in March.  A year ago, the
loan default rate was 8.8%.

Moody's "April Default Report" is available, as are Moody's other
default research reports, in the Rating Analytics section of
Moodys.com.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                           Share-       Total
                                 Total    Holders'     Working
                                Assets      Equity     Capital
  Company         Ticker         ($MM)       ($MM)       ($MM)
  -------         ------        ------    --------     -------
ABRAXAS PETRO     AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP  ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS   ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG   AXL US       2,114.7      (468.1)       33.0
AMR CORP          AMR US      27,113.0    (3,949.0)   (1,028.0)
ANOORAQ RESOURCE  ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC        ARQL US         88.9       (14.6)       34.9
AUTOZONE INC      AZO US       5,765.6    (1,038.4)     (487.0)
BIOLASE TECHNOLO  BLTI US         18.1        (3.0)       (5.7)
BLUEKNIGHT ENERG  BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E  BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E  BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U  BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A  CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A  XSR CN         180.8       (14.8)      (48.5)
CC MEDIA-A        CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM   CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC        CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY   CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY   LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS     CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB  CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT  CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC  CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE  CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A   CMLS US        319.6      (341.3)       16.9
DENNY'S CORP      DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A    DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A    EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA    DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET  DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK     EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC      ECYT US         21.2        (7.1)       12.4
EXELIXIS INC      EXEL US        360.8      (228.3)      (16.5)
FAIRPOINT COMMUN  FRP US       2,973.8      (587.4)      180.5
FLOTEK INDS       FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP     FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO     F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO     F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC       GY US          989.6      (177.7)       83.8
GLG PARTNERS INC  GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING  GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC  HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A   HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC  HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM      IDIX US         69.9       (31.1)       29.5
INCYTE CORP       INCY US        489.6       (88.6)      341.9
IPCS INC          IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI  ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU  JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC       KNOL US        787.7       (15.9)       20.4
KV PHARM-A        KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B        KV/B US        296.2      (233.4)     (134.5)
LIN TV CORP-CL A  TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE     LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC     LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT  MEQ CN         448.9        (9.0)        -
MANNKIND CORP     MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON      MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC      MEDQ US        323.9       (30.6)       45.2
MERITOR INC       MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP      MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR  MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST  MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED  NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL     NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C  NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A  NXST US        602.5      (175.2)       53.6
NPS PHARM INC     NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT  NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE    OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS    OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS    OTT-U CN       322.1        (5.2)       22.0
PALM INC          PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN  PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A  PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC      PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE    PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU  QLTY US        271.3      (144.5)       35.0
QUANTUM CORP      QTM US         466.4       (65.2)      125.7
QWEST COMMUNICAT  Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A  RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA   RLRN US         49.9       (31.4)      (36.6)
REVLON INC-A      REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC  RRR US       2,817.4       (62.2)      (71.6)
RURAL/METRO CORP  RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL  SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A  SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A  SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A   SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A   SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES   SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA  SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS   TCO US       2,535.6      (512.8)        -
TEAM HEALTH HOLD  TMH US         807.7       (51.4)       17.9
THERAVANCE        THRX US        331.2       (22.4)      276.3
UNISYS CORP       UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS    URI US       3,692.0       (29.0)      123.0
VECTOR GROUP LTD  VGR US         949.6       (46.2)      299.9
VENOCO INC        VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A  VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP  VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A   VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS   VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO  WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS   WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA  WLB US         750.3      (162.4)      (35.8)
WESTWOOD ONE INC  WWON US        288.3        (6.0)       30.6
WORLD COLOR PRES  WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO     GRA US       4,271.7       (68.8)    1,371.3



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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