TCR_Public/110512.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 12, 2011, Vol. 15, No. 130

                            Headlines

3515 WILSHIRE: Section 341(a) Meeting Scheduled for June 14
4108 MARATHON: Case Summary & 2 Largest Unsecured Creditors
61 ARROW: Case Summary & 17 Largest Unsecured Creditors
786 HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors
8334 LEESBURG: Case Summary & 6 Largest Unsecured Creditors

ADAPTIVE MICRO: Enters Receivership, to Close Milwaukee Facility
ALL YOU, LLC: Hearing on Competing Plans Set for May 18
AMBAC FINANCIAL: Files Supplements 2010 Annual Report
AMBAC FINANCIAL: Has Confidentiality Deal with IRS on Discovery
AMBAC FINANCIAL: Incurs $819.3-Million Net Loss in First Qtr.

AMKOR TECHNOLOGY: S&P Ups CCR to 'BB' on Expected Credit Measures
ARLIE & CO: Emerges From Chapter 11 Bankruptcy Protection
BAKERS FOOTWEAR: Sales Hike 9.3% in Fiscal Q1 of 2011
BANKUNITED FINANCIAL: Creditors File Amended Chapter 11 Plan
BELLS CROSSING: 230-Acre North Carolina Project in Ch. 11

BELLS CROSSING: Case Summary & 10 Largest Unsecured Creditors
BERKELEY DELAWARE: Meeting of Creditors Scheduled for June 7
BERNARD L MADOFF: Trustee Sues Safra National for $111 Million
BIOPACK ENVIRONMENTAL: Michael Forster Resigns as Director
BLOCKBUSTER INC: $226-Mil. of Sale Proceeds to Pay Off Claims

BLUEKNIGHT ENERGY: Settles SemGroup Energy Class Suit
BLUEKNIGHT ENERGY: Reports $2.63-Mil. Net Income in 1st Quarter
BUSINESS DEVELOPMENT: Sam Lau Resigns from All Positions
CATHOLIC CHURCH: Wilmington Wants Removal Period Until July 25
CATHOLIC CHURCH: Pepper Replaces Greenberg as Employees' Counsel

CATHOLIC CHURCH: Milw. Wants to Decide on De Sales Lease in August
CDC PROPERTIES: Wants Graham & Dunn as Replacement Counsel
CLUB VENTURES: Creditors Have Until June 15 to File Claims
CMP SUSQUEHANNA: Moody's Continues Ratings Review, Might Upgrade
COMMERCIAL VEHICLE: Files Form 10-Q; Posts $3.27MM Income in Q1

COMPOSITE TECHNOLOGY: Can Access Cash Collateral Until June 2
COMPOSITE TECHNOLOGY: Taps Knobbe Martens as Patent Counsel
CREDIT-BASED ASSET: Chapter 11 Plan Declared Effective
DELPHI CORP: DPH Submits Q1 Report to Bankruptcy Court
DELPHI CORP: Retiree Panel Wants to Designate DSRA Veba Benefits

DESERT OASIS: Case Summary & 20 Largest Unsecured Creditors
DRYSHIPS INC: Unit Signs Drilling Contract for Leiv Eiriksson
DUBLIN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
DYNASTY DEVELOPMENT: Section 341(a) Meeting Scheduled for June 20
DYNAVAX TECHNOLOGIES: Posts $18.5-Mil. First Quarter Net Loss

EAST BAY: U.S. Trustee Wants Chapter 11 Case Dismissed
EAST COAST: Wants to Hire Laurie R. Brown to Supervise Accounting
EAST COAST: Taps Keith Saieed as Broker for the Sale, Lease
EAST COAST: Taps Stubbs & Perdue to Handle Reorganization Case
EAST COAST: Taps Brian Geschickter to Handle Jamestown Pender Suit

ELEPHANT TALK: Posts $4.7 Million Net Loss in First Quarter
ELZA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
EMERGENCY MEDICAL: Moody's Puts Junk Rating on $950MM Notes
EQUIPMENT MANAGEMENT: Files New List of Largest Unsec. Creditors
EQUIPMENT MANAGEMENT: Files Schedules of Assets & Liabilities

FAIRGROUNDS PROPERTIES: Voluntary Chapter 11 Case Summary
FANNIE MAE: Bill for Replacement Entities to Be Filed Today
FIRST FEDERAL: Commences $8.7-Mil. Common Stock Rights Offering
FORUM HEALTH: Schedules July 19 Plan Confirmation Hearing
FRE REAL ESTATE: Seeks to Employ Barlow Garsek as Counsel

FRE REAL ESTATE: Files Schedules of Assets and Liabilities
FREDDIE MAC: Bill for Replacement Entities to Be Filed Today
GENERAL GROWTH: Fee Committee OKs $233 Million for Professionals
GENERAL GROWTH: Files Supplement to 1st Qtr. Status Report
GENERAL GROWTH: Debtors, U.S. Trustee Oppose Brown Rudnick's Fees

GENERAL MOTORS: Former Execs. Sue Over Slashed Retirement Benefits
GENTA INC: Has 151.33 Million Outstanding Common Shares
GIORDANO'S ENTERPRISES: Court Orders Trustee to Take Over
GSH HOLDINGS: Moody's Puts 'B3' Corporate Family Rating
HACIENDA GARDENS: Court OKs Dismissal of Reorganization Case

HARRY & DAVID: Reaches Deal with Committee, Noteholders on Plan
HARRY & DAVID: Gets Okay to Set Rights Offering Record Date
INFOGROUP INC: Moody's Affirms B1 CFR; Puts B1 Rating on Bank Debt
INNKEEPERS USA: Midland, Lehman Ali Say New Plan Unconfirmable
IPALCO ENTERPRISES: Moody's Gives Note Offering 'Ba1' Rating

K-V PHARMACEUTICAL: Registers 20.03MM Common Shares
KAUFMAN CRAYCROFT: Case Summary & 20 Largest Unsecured Creditors
KE KAILANI: Parties Agree on Dismissal; Hearing on May 16
KENTUCKIANA MEDICAL: Must Raise $11 Million to Avert Liquidation
KEY DEVELOPERS: Payment to Management Firm Not Avoidable

LAX ROYAL: Employs Michael Sofris as General Counsel
LECG CORP: Suspending Filing of Reports with SEC
LEHMAN BROTHERS: Paulson May Reap Up to $726MM From Debt Trades
LEVELLAND/HOCKLEY: Wants Quick Approval of Tenaska Supply Deal
LINN ENERGY: S&P Affirms 'B+' CCR; Outlook Revised to Positive

LOGIC DEVICES: Posts $104,500 Net Loss in March 31 Quarter
MARONDA HOMES: U.S. Trustee Unable to Form Committee
MASTEC INC: S&P Affirms 'BB-' CCR on Improved Credit Measures
MAUI LAND: Deregisters Unsold 1.43MM Common Shares Offering
MCCLATCHY CO: S&P Lowers CCR to 'B-' on Revenue Decline

MESA AIR: Signs Post-Effective Date Deals with Bombardier, et al.
MESA AIR: Imperial Capital Seeks $4.1 Million in Fees
MESA AIR: Files Post-Confirmation Report for First Quarter
MGM RESORTS: MGM China Submits WPIP to HKSE in Connection with IPO
MICROVISION INC: Posts $9 Million Net Loss in 1st Quarter

MIDWEST BANC: Creditors File Chapter 11 Plan of Liquidation
MMRGLOBAL INC: Sees 600% Revenue Rise in 1st Quarter of 2011
MOBILE ALABAMA: Court Rejects Bid for New Trial in Hoeppner Suit
MONEY TREE: Posts $3.4 Million Net Loss in March 25 Quarter
MOUNT SINAI: Moody's Raises Long Term Ratings From 'Ba1'

MP-TECH: Has Final Approval for Loan from Joon LLC
MSR RESORT: Wants Exclusivity Period Extended
MTG INC: Court Denies Ch.7 Trustee's Bid for Turnover of Docs.
NAVIOS MARITIME: Moody's Assigns 'B3' Rating to Notes Due 2019
NCL CORP: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable

NCOAT INC: Plan Filing Exclusivity Expires May 14
NMT MEDICAL: Seals Bid Sale of Intellectual Property on June 10
NORTEL NETWORKS: European Units to Make $10 Billion in Claims
NRG ENERGY: Moody's Holds Ba3 Corp. Family Rating; Outlook Stable
NV ENERGY: Moody's Upgrades Issuer & Sr. Unsecured Ratings to Ba2

OFFSHORE WARRIORS: Court Considers Case Dismissal Plea on May 24
ORDWAY RESEARCH: Section 341(a) Meeting Schedules for June 6
OWENS CORNING: Asbestos Trust Subpoenaed for Docs. Inspection
PHILADELPHIA RITRENHOUSE: Seeks to Hire C.B.D. as Representative
PROFILE TECHNOLOGIES: Files for Bankruptcy Protection

PROFILE TECHNOLOGIES: Case Summary & Creditors List
QUALITY DISTRIBUTION: Files Form 10-Q; Posts $2.72MM Income in 1Q
REAL MEX: Incurs $6.23 Million Net Loss in March 27 Quarter
REVLON CONSUMER: Moody's Affirms 'B1' Corporate Family Rating
ROTECH HEALTHCARE: Incurs $2.69 Million Net Loss in March 31 Qtr.

ROTHSTEIN ROSENFELDT: Rosenfeldt's Wife Settles Lawsuit
RYDER MEMORIAL: S&P Affirms 'BB' Rating on $10.9MM Bonds
SATELITES MEXICANOS: Bankruptcy Court Confirms Chapter 11 Plan
SCI REAL ESTATE: Seeks to Employ Haskell & White as Accountant
SCOVILL FASTENERS: Creditors Oppose Rushed Bid Timeline

SCOVILL FASTENERS: Carl Marks Advises Firm in Asset Sale
SEVEN SEAS: Moody's Assigns 'B3' to Proposed $200-Mil. Notes
SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note
SOUTHWEST CHURCH: Voluntary Chapter 11 Case Summary
SPANISH BROADCASTING: To Acquire Houston Television Station

SPECIALTY PRODUCTS: Hires Ernst & Young as Accountant
STOKES ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
SZCZEPANSKI INVESTMENTS: Case Summary & Largest Unsecured Creditor
TASTY BAKING: Incurs $4.32 Million Net Loss in March 26 Quarter
TERRA-GEN FINANCE: Moody's Puts 'Ba3' on US$360MM Sec. Loans

TRI-VALLEY CORP: Posts $2.5 Million Net Loss in 1st Quarter
TRIUS THERAPEUTICS: Incurs $10-Mil. First Quarter Net Loss
TROPICANA ENT: State of New Jersey Tax Claims Resolved
TROPICANA ENT: LandCo Debtors Submit 1st Quarter Post-Conf. Report
TROPICANA ENT: OpCo Debtors Submit 1st Quarter Post-Conf. Report

TWIN CITY: Wells Fargo Holds Sr. Security Interest in Receivables
UNIFI INC: Files Form 10-Q; Posts $4-Mil. Loss in March 31 Qtr.
UNIVERSAL SOLAR: Incurs $260,382 Net Loss in First Quarter
US AIRWAYS: Incurs $114,000,000 First Quarter Net Loss
US AIRWAYS: Provides Update on 2011 Financial Outlook

US AIRWAYS: Court Denies Dismissal of F. Holcombe's Claims
US AIRWAYS: January to March Traffic Results
US TELEPACIFIC: S&P Keeps 'B-' Ratings on Corp. Credit & Term Loan
UTSTARCOM INC: CEO Lu Inks Employment Pact with China uNIT
VIKING SYSTEMS: Incurs $446,255 Net Loss in First Quarter

VISHAY INTERTECH: Share Buyback No Effect on Ba3 CFR, Moody's Says
VISHAY TECHNOLOGY: S&P Gives 'BB' Rating on $150MM Debentures
VISIONS GOLF: Voluntary Chapter 11 Case Summary
VITRO SAB: U.S. Units Arrange $30-Mil. Loan from Bank of America
WALL STREET SYSTEMS: S&P Gives 'B' CCR; Outlook is Stable

WATERSCAPE RESORT: $126MM Sale Deal Underpins Restructuring Plan
WAVERLY GARDENS: Court Considers Case Dismissal Plea on May 24
WILLIAM PHILLIPS: Court Says Factual Error in Order "Harmless"
YAZDANI INVESTMENTS: Case Summary & Largest Unsecured Creditor
YRC WORLDWIDE: Incurs $102.27 Million Net Loss in First Quarter

* Judge Sentences Commodities Trader Behind $7.8 Million Scam

* Allen Matkins Adds Pauline Stevens to Firm
* Steven Weisbrot Joins Kurtzman Carson Consultants

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

3515 WILSHIRE: Section 341(a) Meeting Scheduled for June 14
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in 3515 Wilshire, LLC's Chapter 11 case on June 14, 2011, at 9:00
a.m.  The meeting will be held at 725 S Figueroa St., Room 2610,
Los Angeles, California.

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.

Los Angeles, California-based 3515 Wilshire, LLC, a Nevis limited
liability company, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No.: 11-28467) on April 28, 2011.  Bankruptcy Judge
Sheri Bluebond presides over the case.  Mark S. Horoupian, Esq.,
and Victor A. Sahn, Esq., at Sulmeyerkupetz, A Professional
Corporation, represents the Debtor in its restructuring effort.
The Debtor estimated assets and debts at $10 million to
$50 million.


4108 MARATHON: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 4108 Marathon Street, LLC
        aka 626 Partners, LLC
        120 El Camino Drive, #204
        Beverly Hills, CA 90212
        Tel: (310) 278-7431

Bankruptcy Case No.: 11-30079

Chapter 11 Petition Date: May 9, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Jon H. Freis, Esq.
                  120 El Camino Drive, Suite 204
                  Beverly Hills, CA 90212
                  Tel: (310) 276-1218
                  Fax: (310) 276-1961
                  E-mail: jon@jhflaw.net

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-30079.pdf

The petition was signed by Jon H. Freis, manager.


61 ARROW: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 61 Arrow Road LLC
        c/o Housing Consultants
        145 Sisson Avenue
        Hartford, CT 06105

Bankruptcy Case No.: 11-21380

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Patrick W. Boatman, Esq.
                  LAW OFFICES OF PATRICK W. BOATMAN, LLC
                  111 Founders Plaza, Suite 1000
                  East Hartford, CT 06108
                  Tel: (860) 291-9061
                  Fax: (860) 291-9073
                  E-mail: pboatman@boatmanlaw.com

Scheduled Assets: $1,675,609

Scheduled Debts: $1,573,493

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-21380.pdf

The petition was signed by John Tartaglia, non-member manager.


786 HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 786 Hospitality Group, LLC
        1339 Highland Avenue
        Williamstown, WV 26187

Bankruptcy Case No.: 11-40099

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Parkersburg)

Judge: Ronald G. Pearson

Debtor's Counsel: Charles A. Riffee, II, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: chuckriffee@frontier.com

Scheduled Assets: $1,269,572

Scheduled Debts: $1,702,991

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wvsb11-40099.pdf

The petition was signed by Muhammad Anwar Kingson, managing
member.


8334 LEESBURG: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 8334 Leesburg Pike Associates
        7034 Wisconsin Avenue
        Chevy Chase, MD 20815-6107

Bankruptcy Case No.: 11-19734

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS AND ROSENBERG
                  100 E. Pratt Street, 26th Floor
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460
                  E-mail: agrochal@tydingslaw.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-19734.pdf

The petition was signed by Abdolreza Parvizian, managing partner.


ADAPTIVE MICRO: Enters Receivership, to Close Milwaukee Facility
----------------------------------------------------------------
Biz Times Manufacturing Weekly reports that Adaptive Micro Systems
has entered Wisconsin Chapter 128 receivership and plans to close
its headquarters and manufacturing facility in Milwaukee.  All of
the Company's 71 employees will be terminated, according to a
letter sent by attorney Michael Polsky, the court-appointed
receiver in the matter.  Layoffs are expected to begin July 6.

Adaptive Micro Systems is a designer and manufacturer of
electronic signage, LED displays and related control systems.
"Unforeseen business circumstances" were blamed for the Company's
woes.


ALL YOU, LLC: Hearing on Competing Plans Set for May 18
-------------------------------------------------------
The Hon. Ben T. Barry the U.S. Bankruptcy Court for the Western
District of Arkansas will convene a hearing on May 18, 2011, at
1:30 p.m., to consider the confirmation two competing chapter 11
plans of reorganizations for All You, LLC.

At the hearing, the Court will hear objections to plan
confirmation filed by Gary D. Jiles, Esq., at Jack Nelson Jones
Jiles & Gregory, P.A., on behalf of creditor First Security Bank.

As reported in the Troubled Company Reporter on April 20, Judge
Barry approved a disclosure statement explaining the Chapter
11 Plan proposed by the Debtor on Feb. 15.  On March 10, the
Debtor delivered a copy of its Chapter 11 Plan to the Court, a
full-text copy of which may be accessed for free at
http://bankrupt.com/misc/ALLYOU_DebtorPlan.pdf

The Debtor's only secured creditor, First Security Bank, filed a
competing plan on March 11, a full-text copy of which may be
accessed for free at:
http://bankrupt.com/misc/ALLYOU_1stSecurityPlan.pdf

The Debtor's Plan provides that the Debtor will pay to First
Security Bank all amounts collected as income from "investment
Properties" except for $7,000 per month as allowed by a Cash
Collateral Order previously entered by the Bankruptcy Court.
Additionally, upon the sale of any of the properties, all the
proceeds will be turned over to First Security Bank to pay down
debt obligation.  All properties owned by the Debtor will be sold
within the two-year plan period.

First Security Bank's Plan provides that upon plan confirmation,
the real estate assets of the Debtor will be abandoned to First
Security, to be sold in the case styled First Security Bank v. All
You, LLC, et al., Circuit Court of Washington County, Arkansas,
Case No. CV-10-712-2, in accordance with applicable state law.
Upon the sale of the real estate assets, the sale proceeds will be
distributed to creditors.

                      About All You, LLC

Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. Ark. Case No. 10-74049) on Aug.
2, 2010.  Don Brady, Esq., at Blair, Brady & Henson represents the
Debtor in its restructuring effort.  The Debtor disclosed
$10.98 million in assets and $5.51 million in liabilities as of
the Petition Date.  The U.S. Trustee for Region 16 was unable to
form an official committee of unsecured creditors for the Chapter
11 case.


AMBAC FINANCIAL: Files Supplements 2010 Annual Report
-----------------------------------------------------
Ambac Financial Group, Inc. filed with the U.S. Securities and
Exchange Commission on May 2, 2011, amendment no. 1 to its annual
report on Form 10-K for the year ended Dec. 31, 2010.

AFG Senior Managing Director, Chief Financial Officer and
Treasurer David Trick explains that since AFG will not be filing
a Definitive Proxy Statement within 120 days following its fiscal
year end, it is filing the Amendment to provide information
required by these items of Part III of the Annual Report:

  * Item No. 10 Director and Executive Officers

  * Item No. 11 Executive Compensation

  * Item No. 12 Security Ownership of Certain Beneficial Owners
    and Management

  * Item No. 13 Certain Relationships and Related Transactions

  * Item No. 14 Principal Accountant Fees and Services

Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, Part III of the Annual Report is deleted in its
entirety and replaced with the Part III as set forth in the
Amendment.  The Amendment, however, does not change the Company's
previously reported financial statements and other financial
disclosures contained in the Annual Report, Mr. Trick clarifies.

                         AFG Directors

In light of the Company's current financial condition, the Board
meets as often as is necessary, according to Mr. Trick.  The
Board met 23 times during 2010, he disclosed.

The Company's directors as of April 1, 2011, are:

    Name                          Title
    ----                          -----
    Michael A. Callen             Non-executive chairman of the
                                  board of AFG and Ambac
                                  Assurance Corporation

    Jill M. Considine             Director

    Paul R. DeRosa                Director

    Philip N. Duff                Director

    Thomas C. Theobald            Director

    Lara S. Unger                 Director

    Henry D.G. Wallace            Director

    David W. Wallis               President and Chief Executive
                                  Officer of AFG and AAC

                       Executive Compensation

The Company revealed that its primary compensation objective for
2010 was to provide a fair level of compensation to its
executives while acknowledging its current financial and
operating condition of.  AFG's principal business strategies are:
(i) to reorganize its capital structure and financial obligations
through the bankruptcy process commenced on November 8, 2010,
when AFG filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code; and (ii) to increase the
residual value of its financial guarantee business by mitigating
losses on poorly performing transactions and maximizing the
return on its investment portfolio.

AFG made compensation payments to named executive officers or
NEOs for the year ended Dec. 31, 2011:

                                         All Other
Name/Title       Salary      Bonus    Compensation     Total
----------    ----------- ----------  ------------  ------------
Michael A.       $843,750   $910,000     $282,534    $2,036,284
Callen
Executive
Chairman

David W.       $1,298,077 $1,476,750     $252,827    $3,027,654
Wallis
President and
Chief Executive
Officer

David Trick      $567,308   $391,250       $9,800      $968,358
Sr. Vice-Pres.,
Chief Financial
Officer and
Treasurer

Kevin J.         $649,038   $850,000       $9,800    $1,508,838
Doyle
Sr. Vice-Pres.
and General
Counsel

Diana N.         $548,135   $350,500       $9,800      $944,435
Adams
Senior Managing
Director

Timothy J.       $324,519   $246,250     $631,429    $1,202,198
Stevens
Former SVP

Gregg L.         $277,644   $226,876     $551,344    $1,055,864
Bienstock
Former SVP

The 2010 bonus amounts for Messrs. Callen, Stevens and Bienstock
reflect 2010 retention payments.  The 2010 amounts for Messrs.
Wallis, Trick and Doyle and Ms. Adams reflect 2010 bonuses and
retention payments in these amounts: Mr. Wallis -- $351,750 bonus
and $1,125,000 in retention payments; Mr. Trick -- $191,250 bonus
and $200,000 in retention payments; Mr. Doyle -- $215,000 bonus
and $535,000 in retention payments; and Ms. Adams -- $23,000
bonus and $327,500 in retention payments.  In addition, the 2010
amount for Mr. Doyle includes a payment of $100,000 paid in
November 2010.

Under All Other Compensation, the 2010 amount for Mr. Callen
represents the amount paid to him for tax equalization.  The 2010
amount for each of the NEOs, other than Mr. Callen, includes
amounts contributed by AFG to its tax-qualified defined
contribution plan on the executive's behalf.  The 2010 amount for
Mr. Wallis also includes (i) $228,833 relating to additional
taxes required to be paid in the U.S. for years covered by his
expatriate benefits package; and (ii) tax preparation costs of
$14,194.  The 2010 amount for Mr. Stevens also includes the
payments made in connection with his termination of employment:
(i) payment for unused vacation days in the amount of $21,635;
(ii) $562,500 in severance; (iii) $15,000 in outplacement
services; (iv) $4,566 in legal fees; and (v) $17,928 in COBRA
payments.  The 2010 amount for Mr. Bienstock also includes these
payments made in connection with his termination of employment:
(i) payment for unused vacation days in the amount of $18,510;
(ii) $481,250 in severance; (iii) $15,000 in outplacement
services; (iv) $8,856 in legal fees; and (v) $17,928 in COBRA
payments.

                       Security Ownership

No person is known to be direct or indirect owners of at least 5%
of AFG common stock as of Dec. 31, 2010.

Likewise, no director, director nominee or executive officer of
the Company beneficially owns 1% or more of the shares of AFG
common stock.  All directors, director nominees and executive
officers as a group beneficially own less than 1% of the shares
of AFG common stock.  The number of AFG common stock shares owned
directly or indirectly by the Company's directors, director
nominees and executive officers as of April 1, 2011, are:

                           No. of Shares               Total
Officer                Beneficially Owned   PSUs     Holding
-------                ------------------ -------  ---------
Michael A. Callen              52,837      13,968     66,805
Jill M. Considine              57,645     128,324    185,969
Paul R. DeRosa                 78,488     255,304    333,792
Philip N. Duff                 34,236      72,464    106,700
Thomas C. Theobald             41,207       6,030     47,237
Laura S. Unger                 40,044      90,179    130,223
Henry D.G. Wallace              2,524      38,732     41,256
David W. Wallis                70,136           -     70,136
David Trick                    12,998           -     12,998
Kevin J. Doyle                117,165           -    117,165
Diana N. Adams                 29,811           -     29,811
Gregg L. Bienstock             86,789           -     86,789
Timothy J. Stevens             18,187           -     18,187
All executive officers and    602,412    605,001   1,207,413

        Certain Relationships & Related Transactions

On July 15, 2009, AFG acquired the assets of NSM Capital
Management LLC and Structured Credit Solutions from Robert S.
Smith and entities controlled by Mr. Smith and Neal Neilinger for
a cash purchase price of $6,175,000.  NSM became part of AFG's
subsidiary, RangeMark Financial Services, Inc.  Following the
completion of the transaction, Mr. Smith became an executive
officer of AFG.  Under the purchase agreement for the
transaction, Mr. Smith and the other sellers had the right to
repurchase certain businesses of RangeMark upon the occurrence of
certain specified events, including a bankruptcy or similar event
affecting AFG.  On July 16, 2010, Mr. Smith exercised those
rights and repurchased certain business of RangeMark for
$1,081,500.  AFG is a party to a services agreement with
RangeMark whereby RangeMark has agreed to provide certain
valuation services to AFG.  AFG incurred total fees of $1,019,000
in 2010 under the agreement for services performed following the
closing of the sale to Mr. Smith.

On July 16, 2010, AFG sold to Gregg Bienstock, a former senior
vice president of the Company; Timothy Stevens; a former senior
managing director of AFG; a former employee; and Lumesis LLC, a
newly formed company substantially owned and controlled by
Messrs. Bienstock and Stevens, certain assets that constitute the
Demographic Information Visualization for Economic Research
application.  The application is an interactive, web-based
application developed to visually present economic and financial
data through heat maps and dashboards.  The consideration to AFG
in the sale consisted of (i) a cash payment of $62,065, (ii) a 9%
ownership interest in Lumesis; and (iii) a royalty free,
perpetual license to use the DIVER application for internal
portfolio risk management purposes.  In addition, AFG paid
$63,614 in expenses incurred by the buyers after the closing to
complete development of the DIVER application.  AFG also
temporarily leased certain office space and provided certain
administrative services to Lumesis on a transition basis,
payments by Lumesis to Ambac for which aggregated $13,688.

                  Audit and All Other Fees

AFG paid KMPG LLP these amounts for work performed in 2010:

Audit Related Expenses                  2010         2009
----------------------             ----------   ----------
Audit Fees                         $2,630,000   $2,654,000
Audit Related Fees                    302,061      349,185
Tax Fees                              349,726      491,081
All Other Fees                              0            0
                                    ----------   ----------
Total                              $3,281,787   $3,494,266
                                    ==========   ==========

A full-text copy of Ambac's Form 10-K Amendment No. 1 is
available for free at http://ResearchArchives.com/t/s?75ea

                       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: Has Confidentiality Deal with IRS on Discovery
---------------------------------------------------------------
Ambac Financial Group, Inc. and the U.S. Internal Revenue Service
jointly obtained approval from Judge Shelley C. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York of a
confidentiality stipulation and protective order governing
discovery in the adversary complaint initiated by AFG against the
IRS.

Ambac Financial has commenced an adversary proceeding seeking a
declaratory judgment on whether the IRS can seize $700 million in
tax refunds the Debtor has received.  IRS has answered the lawsuit
and asserts that the complaint should be dismissed as the
Bankruptcy Court "lacks jurisdiction".  The IRS has filed a motion
to withdraw reference before the U.S. District Court for the
Southern District of New York.  The Debtor, however, points out
that it is vigorously opposing the Motion to Withdraw, and the
adversary proceeding is not stayed pursuant to F.R.B.P. Rule
5011(c).  To avoid unnecessary delay while the Motion to Withdraw
is pending, it is proper for the administration of the Adversary
Proceeding to proceed in Bankruptcy Court, Ambac asserts.

Pursuant to the agreement reached by the Debtor and the IRS, any
party or non-party may designate any Material produced voluntarily
or provided in response to a request for documents and
information, subpoena, or informal request, as "Protected" if
that party or non-party in good faith believes that the Material
contains confidential, proprietary, or commercially sensitive
information of the Designating Party or of any party to the
Adversary Complaint requiring the protections provided in the
Confidentiality Stipulation and Protective Order.

The restrictions and obligations relating to Protected Material
will not apply to any information which: (i) is already public
knowledge or otherwise in the public domain, (ii) has become
public knowledge or enters the public domain other than as
a result of disclosure in violation of the Confidentiality
Stipulation, or (iii) has come or will come into a Receiving
Party's legitimate possession from sources other than the
Designating Party and the Receiving Party is not aware that the
information was obtained in violation of a court order.

Protected Material will be made available to "Qualified Persons,"
which term refers to the parties, the officers and employees of
parties who are involved in the Adversary Proceeding, the Court,
Court personnel, court reporters employed in connection with the
Adversary Proceeding, counsel of record, all attorneys, student
interns and paralegals at any law firm or government agency
employing any counsel of record, witnesses and their counsel,
experts and consultants employed by the parties or counsel in
connection with the Adversary Proceeding, and paraprofessional,
stenographic and clerical employees employed by and assisting any
of the individuals.  Any other person may be deemed a Qualified
Person with the written agreement of all parties.

If any party objects to the designation of any Material as
Protected Material, that party will notify the Designating Party
in writing.  If any objection cannot be resolved by agreement,
the parties will cooperate in jointly submitting the dispute to
the Court for resolution.  Until an objection has been resolved,
the Material will be treated as Protected Material and subject to
the Confidentiality Stipulation.

A full-text of the Confidentiality Stipulation is available for
free at http://bankrupt.com/misc/Ambac_ConfidentialityStip.pdf


AMBAC FINANCIAL: Incurs $819.3-Million Net Loss in First Qtr.
-------------------------------------------------------------
Ambac Financial Group incurred a first quarter 2011 net loss of
$819.3 million or $2.71 per share.  This compares to a first
quarter 2010 net loss of $690.1 million, or $2.39 per share.
Relative to first quarter 2010 results, the first quarter 2011
results reflect an increase in loss and loss expenses, lower net
premiums earned, and lower net investment income and realized
gains, partially offset by a lower net loss on the change in fair
value of credit derivatives, lower other-than-temporary impairment
losses on securities held, improvement in financial services
segment revenue, lower VIE losses, and an increase in other
income.  A full text copy of the Company's first quarter results
is available free at:

               http://ResearchArchives.com/t/s?7602

                     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.


AMKOR TECHNOLOGY: S&P Ups CCR to 'BB' on Expected Credit Measures
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chandler, Ariz.-based outsourced semiconductor assembly
and test provider Amkor Technology Inc. to 'BB' from 'BB-'. The
outlook is stable.

"At the same time, we raised the issue ratings on the company's
senior unsecured debt to 'BB' from 'BB-'. The '3' recovery rating
is unchanged and indicates expectations for meaningful (50%-70%)
recovery prospects in the event of a payment default," S&P
related.

"In addition, we raised the rating on the subordinated debt to
'B+' from 'B', while leaving the '6' recovery rating unchanged,"
S&P said.

"The rating on Amkor reflects our expectation that credit ratios
will remain consistent with Amkor's intermediate financial
profile," said Standard & Poor's credit analyst Joseph Spence,
"although revenues and margins may decline moderately through at
least the June 2011 quarter due to seasonality and the completion
of an industrywide inventory correction in late 2010." Amkor's
January 2011 conversion of $100 million of its convertible
subordinated notes partially mitigates those factors.


ARLIE & CO: Emerges From Chapter 11 Bankruptcy Protection
---------------------------------------------------------
KVAL Communities reports that Arlie & Company has emerged from
Chapter 11 reorganization and filed notice with the court of the
final confirmation order and effective date.

"This is a great day for Arlie & Company," the report quotes
Suzanne Arlie, owner and founder of Arlie & Company, as saying.
"With a confirmed court-approved plan that went effective today,
we look forward to new opportunities while meeting all our
obligations to our creditors.

At the beginning of the reorganization, Arlie & Company made a
commitment to the community and to their creditors, many of them
businesses in Lane County, that the company would pay 100 cents of
every dollar owed.

"We have emerged from the proceedings stronger than ever.  We have
succeeded and now we are a better focused company, poised for
greater success," said Ms. Arlie.

The report relates that the Company received confirmation from the
U.S. Bankruptcy Court for its plan of reorganization on April 25,
2011 and, with final agreements in place, effectively emerged from
Chapter 11 protection on May 2, 2011.

                       About Arlie & Company

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

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


BAKERS FOOTWEAR: Sales Hike 9.3% in Fiscal Q1 of 2011
-----------------------------------------------------
Bakers Footwear Group, Inc., reported net sales for the first
quarter of fiscal 2011.  For the thirteen weeks ended April 30,
2011, the Company's first fiscal quarter, net sales were $47.0
million, increasing 8.0% from $43.5 million for the thirteen weeks
ended May 1, 2010.  Comparable store sales for the first quarter
of fiscal 2011 increased 9.3%, compared to a comparable store
sales decrease of 1.6% for the first quarter of fiscal 2010.

Peter Edison, Chairman and Chief Executive Officer of Bakers
Footwear Group commented, "We are pleased to report a 9.3%
increase in first quarter comparable store sales.  Our sales
growth was driven by increased average unit retail prices
reflecting a strong performance in our exclusive brands, H. by
Halston and Wild Pair and robust growth within the dress shoe
category across our assortment.  We expect the favorable trends in
our business to continue in the second quarter as we capitalize on
the strong dress shoe trend and drive customer traffic and grow
awareness and loyalty with our exclusive brands."

                       About Bakers Footwear

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

The Company reported a net loss of $9.29 million on $185.62
million of net sales for the year ended Jan. 29, 2011, compared
with a net loss of $9.08 million on $185.36 million of net sales
for the year ended Jan. 30, 2010.

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

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                         Bankruptcy Warning

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

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

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


BANKUNITED FINANCIAL: Creditors File Amended Chapter 11 Plan
------------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a First Amended Chapter 11 Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for the
monetization and distribution of the assets of the Debtors for the
benefit of Holders of Allowed Claims.  These assets will be
distributed to Holders of Allowed Claims on or after the Effective
Date of the Plan.  In order to effectuate the Distributions, the
Plan provides that all of the assets of the Debtors' Estates
(including Causes of Action not expressly released under the Plan)
shall vest in Liquidating BankUnited.  Liquidating BankUnited
shall continue in operation in order to monetize the remaining
assets, continue litigation with the FDIC and potentially pursue
litigation against other parties, and make distributions under the
Plan. The Plan Administrator shall be appointed on the Effective
Date of the Plan and shall be responsible for implementing the
Plan, subject to the oversight of the Plan Committee."

                    About BankUnited Financial

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

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

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

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

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


BELLS CROSSING: 230-Acre North Carolina Project in Ch. 11
---------------------------------------------------------
Bells Crossing LLC, The owner of 230 acres in Iredell County,
North Carolina, filed for Chapter 11 protection (Bankr. W.D. N.C.
Case No. 11-50572) on May 9 in Wilkesboro, owing $15.2 million to
Community One Bank NA.  Bells Crossing LLC, the owner of the
project, estimates the land is worth $10 million.


BELLS CROSSING: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bells Crossing, LLC
        514 Williamson Road, Suite 421
        Mooresville, NC 28117

Bankruptcy Case No.: 11-50572

Chapter 11 Petition Date: May 9, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: R. Keith Johnson, Esq.
                  R. KEITH JOHNSON, P.A.
                  1275 South Highway 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477
                  E-mail: rkjpa@bellsouth.net

Scheduled Assets: $10,002,000

Scheduled Debts: $15,429,162

The petition was signed by Ben Thomas, member/manager.

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Community One Bank, N.A.           --                  $15,228,741
First National Bank & Trust Company
P.O. Box 1328
Asheboro, NC 27203

Iredell County                     --                     $109,000
c/o William P. Pope, Esq.
P.O. Box 1776
Statesville, NC 28687

Hillcrest Construction             --                      $60,000
2295 London Road
Mooresville, NC 28115

Prestige Building Company, Inc.    --                      $11,851

Ryon West Developers, LLC          --                      $11,000

Country Boy Landscaping, Inc.      --                       $3,000

Rollans Soil & Environment         --                       $2,850
Services, PA

ADT Security Services, Inc.        --                       $1,165

PH Pool Management                 --                       $1,123

Air Drilling, Inc.                 --                         $431


BERKELEY DELAWARE: Meeting of Creditors Scheduled for June 7
------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Berkeley Delaware Court, LLC, dba Paradise Bay Hotel & Casino's
Chapter 11 case on June 7, 2011, at 3:00 p.m.  The meeting will be
held at the Office of the U.S. Trustee, 402 W. Broadway (use C
Street Entrance), Suite 1360, Hearing Room B, San Diego,
California.

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 Diego, California-based, Berkeley Delaware Court, LLC, filed
for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-07128)
of April 29, 2011.  Dennis Winters, Esq., at Winters Law Firm,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $20,000,000 in assets and $13,712,428 in liabilities as
of the Chapter 11 filing.


BERNARD L MADOFF: Trustee Sues Safra National for $111 Million
--------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. filed a $111 million lawsuit this week against
Safra National Bank of New York.  The complaint, filed in U.S.
Bankruptcy Court in New York, alleges that Safra National, based
in New York, used feeder funds to make investments in what turned
out to be the Bernard Madoff Ponzi scheme.  Safra National is
being sued for being what's known as a subsequent transferee. The
Madoff trustee lays out in the complaint how withdrawals from the
Madoff firm first went to feeder funds before ending up with Safra
National.  One of the feeder funds affiliated with Fairfield
Sentry Ltd. was responsible for $95.9 million of the money Safra
National received.

Mr. Rochelle also notes that this week, the Madoff trustee
announced a settlement with the Fairfield Sentry funds.  The
Bermudian liquidator of the Fairfield Sentry funds agreed with the
Madoff trustee on who could sue for Madoff money that went through
the feeder funds.  Since the Madoff trustee won't be able to
recover the billions of dollars he claims being owed by the
bankrupt Fairfield Sentry funds, the trustee is suing their
customers who were the recipients of the funds.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIOPACK ENVIRONMENTAL: Michael Forster Resigns as Director
----------------------------------------------------------
Michael Forster, on May 2, 2011, resigned as a director of Biopack
Environmental Solutions Inc.  Mr. Forster informed the Company
that his resignation was not due to any disagreement with the
Company but was rather due to personal reasons.

                    About Biopack Environmental

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

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

As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok
C.P.A. Limited, in Hong Kong, expressed substantial doubt about
Biopack Environmental's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $2.4 million for the year ended Dec. 31, 2010, and had an
accumulated deficit of $7.3 million and a working capital deficit
of $2.2 million as of Dec. 31, 2010.

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

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


BLOCKBUSTER INC: $226-Mil. of Sale Proceeds to Pay Off Claims
-------------------------------------------------------------
Blockbuster Inc. completed on April 26, 2011, the sale of
substantially all of its assets to DISH Network Corporation
pursuant to an amended and restated asset purchase agreement dated
April 20, 2011, in a sale conducted under the provisions of
Section 363 of the U.S. Bankruptcy Code and approved by the U.S.
Bankruptcy Court for the Southern District of New York on April 7,
2011.

In a regulatory filing Monday, the Company disclosed that pursuant
to the terms of the Asset Purchase Agreement, DISH paid
$320.6 million.  The Blockbuster estate will receive approximately
$226 million in net proceeds, after certain purchase price
adjustments and subject to a post-closing reconciliation of cash
and inventory, which will be used to satisfy the claims of the
Company's creditors in the manner previously approved by the
Bankruptcy Court.

The Company anticipates that there will be no remaining proceeds
from the 363 Sale available for distribution to any classes of the
Company's preferred or common stockholders and that all classes of
stock will be canceled in connection with winding down and
dissolution of the Company.

                        Exit of Executives

On April 20, 2011, Thomas Kurrikoff, Senior Vice President,
International Operations and Financial Planning of the Company
entered into a voluntary separation agreement with the Company,
effective as of April 26, 2011, the date of the closing of the 363
Sale.

On April 25, 2011, Company directors Edward Bleier, Kathleen Dore,
Jules Haimovitz, Greg Meyer and Strauss Zelnick notified the
Company of their intention to resign from the Company's board of
directors, effective as of April 26, 2011, the date of the closing
of the 363 Sale.

On April 26, 2011, upon the closing of the 363 Sale, the Company
terminated the employment of the following executive officers
effective April 26, 2011: James W. Keyes, Chief Executive Officer,
Dennis McGill, Executive Vice President and Chief Financial
Officer, Kevin Lewis, Senior Vice President, Digital Media, and
Rod J. McDonald, Senior Vice President, Secretary and General
Counsel.

On May 6, 2011, James W. Keyes provided notice to the Company of
his resignation as Chairman of the Board of Directors, effective
as of May 6, 2011.

On May 3, 2011, the board of directors of the Company named Bruce
Lewis, 46, Senior Vice President, Controller and Principal
Accounting Officer of the Company, as the Company's Principal
Financial Officer and Chief Executive Officer.

Mr. Lewis has served as Senior Vice President and Principal
Accounting Officer of the Company since September 2004.  He also
serves as the Company's Controller.  Mr. Lewis joined Blockbuster
in 2001 and has performed the roles of Treasurer, Vice President
of Internal Controls, International Controller and Tax Director.
Before joining Blockbuster, Mr. Lewis held various leadership
positions with Lend Lease REI, Cinemark and Deloitte & Touche.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BLUEKNIGHT ENERGY: Settles SemGroup Energy Class Suit
-----------------------------------------------------
Blueknight Energy Partners, L.P. said in a regulatory filing that
on May 3, 2011, entered into a Stipulation of Settlement to settle
the consolidated securities class action litigation, In Re:
SemGroup Energy Partners, L.P. Securities Litigation, Case No. 08-
MD-1989-GKF-FHM, pending in the U.S. District Court for the
Northern District of Oklahoma.

As set forth more fully in the Stipulation, if the proposed
settlement is given final approval by the court, among other
things, the shareholder class will receive a total payment of
approximately $28.0 million from the defendants.  Blueknight
accrued a contingent loss of $20.2 million as of Dec. 31, 2010,
related to its portion of the proposed settlement.  Of that
amount, Blueknight expects to receive insurance proceeds of
$13.0 million to $13.9 million and accordingly recognized an
insurance recovery receivable of $13.0 million as of Dec. 31,
2010.  Of the difference, Blueknight expects to issue common units
of Blueknight with a value equal to approximately $5.2 million.
No parties admit any wrongdoing as part of the proposed
settlement.

The proposed settlement is subject to a number of conditions and
approvals, including, among other items, preliminary and final
court approval.  Details regarding any proposed settlement will be
communicated to potential class members prior to final court
approval.  At this time, there can be no assurance that the
conditions to effect the settlement will be met or that the
settlement of the Class Action Litigation will receive the
required court and other approvals.

A full-text copy of the Stipulation of Settlement is available for
free at http://is.gd/2t1kHL

                      About Blueknight Energy

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

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

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


BLUEKNIGHT ENERGY: Reports $2.63-Mil. Net Income in 1st Quarter
---------------------------------------------------------------
Blueknight Energy Partners, L.P., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income of $2.63 million on $41.52 million of total
revenue for the three months ended March 31, 2011, compared with a
net loss of $5.05 million on $37.03 million of total revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $323.49
million in total assets, $358.56 million in total liabilities and
a $35.06 million total partners' deficit.

"Although we have faced a number of challenges to reposition the
company for growth, we continue to make notable progress.  The
listing of BKEP on NASDAQ is a significant step forward as we
believe it will increase our visibility and make it easier for
unitholders to transact our units," said James Dyer, Chief
Executive Officer of the Partnership's general partner.  "From an
operational perspective, each segment of our business recorded a
year-over-year increase in operating margin.   The recent growth
in Oklahoma and Texas crude oil production and exploration has
increased the demand for our services.  We are actively developing
new business in these areas and are making strides refurbishing
our field service and crude oil transportation fleet to realize
greater operational efficiencies and better service our customers.
Overall, we expect to continue to grow revenues and improve
operating margins over the course of 2011."

The Company filed a Form 8-A with the Securities and Exchange
Commission in connection with the transfer of the quotation of its
common units from the National Quotation Bureau "pink sheet"
service to the listing of its common units on The NASDAQ Global
Market, which is expected to become effective on May 16, 2011.

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

                        http://is.gd/nLoe7K

                      About Blueknight Energy

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

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


BUSINESS DEVELOPMENT: Sam Lau Resigns from All Positions
--------------------------------------------------------
Sam Yuen Yee Lau, being a member of the board of directors and the
Chief Financial Officer, Treasurer and Secretary of Business
Development Solutions, Inc., has tendered his resignation as a
director and Chief Financial Officer, Treasurer and Secretary,
effective as of May 3, 2011.  There was no disagreement between
Mr. Lau and the Company at the time of his resignation.

                     About Business Development

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

As reported by the TCR on May 6, 2011, PKF, in Hong Kong,
expressed substantial doubt about Business Development Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company had a working capital deficiency and
accumulated deficit as of Dec. 31, 2010.

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

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


CATHOLIC CHURCH: Wilmington Wants Removal Period Until July 25
--------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to further extend through July
25, 2011, the period within which it may remove various civil
actions pending as of the Petition Date.

The Diocese also asks Judge Sontchi that the proposed Removal
Period apply to all matters specified in Rules 9027(a)(2)(A), (B)
and (C) of the Federal Rules of Bankruptcy Procedure, and that the
order approving the request be without prejudice to (i) any
position the Diocese may take regarding whether Section 362 of the
Bankruptcy Code applies to stay any given civil action pending
against the Diocese, and (ii) the right to seek further extensions
of the Removal Period.

The Diocese's current Removal Period expired on April 26, 2011.
Judge Sontchi, however, will convene a hearing on May 16 to
consider the extension request, with objections due on May 9.
Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period is
automatically extended until the conclusion of that hearing
without the necessity for the entry of a bridge order.

The Diocese believes that there is ample cause to extend the
deadline for removal of the Actions, given that the Actions assert
personal injury tort claims over which the Bankruptcy Court has
limited subject-matter jurisdiction, and the liquidation and
estimation of the claims in the U.S. District Court for the
District of Delaware may well be necessary in order to move the
bankruptcy case forward.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, asserts that since the filing of the
last extension request, the Diocese has engaged in additional plan
negotiations and discussions with its key constituencies, the
culmination of which was the filing on April 19, 2011, of the
Second Amended Plan of Reorganization and Disclosure Statement.

The Amended Plan expressly contemplates the Diocese exercising its
removal rights under Rule 9001 of the Federal Rules of Bankruptcy
Procedure and Section 1452 of the Judicial and Judiciary
Procedures Code to allow for an efficient and consistent process
to liquidate claims, Mr. Patton points out.  Accordingly, the
Current Deadline should be extended to allow the Bankruptcy Court
to consider confirmation of the Amended Plan, he maintains.

                  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: Pepper Replaces Greenberg as Employees' Counsel
----------------------------------------------------------------
Greenberg Traurig, LLP, has withdrawn its appearance as counsel
for the Official Committee of Lay Employees in the bankruptcy case
of the Catholic Diocese of Wilmington, Inc.  Greenberg also asks
to be removed from the service list of the U.S. Bankruptcy Court
for the District of Delaware.

In replacement of Greenberg, Pepper Hamilton LLP entered its
appearance to Wilmington's bankruptcy proceeding as the Employee
Committee's counsel.  Pepper Hamilton asks that all papers served
or required to be served in the case, be given and served upon it
and these attorneys:

    Donald J. Detweiler, Esq.
    John H. Schanne, II, Esq.
    PEPPER HAMILTON LLP
    Hercules Plaza, Suite 5100
    1313 Market Street
    P.O. Box 1709
    Wilmington, Delaware 19801
    Tel: (302) 777-6500
    Fax: (302) 421-8390
    E-mail: detweilerd@pepperlaw.com
            schannej@pepperlaw.com

Mr. Detweiler was previously with Greenberg.

                  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: Milw. Wants to Decide on De Sales Lease in August
------------------------------------------------------------------
The Archdiocese of Milwaukee asks the United States Bankruptcy
Court for the Eastern District of Wisconsin to extend through
August 2, 2011, the time within which it may assume or reject a
triple net lease it entered into with De Sales Preparatory
Seminary, Inc., for the use of the Archbishop Cousins Catholic
Center located at 3501 South Lake Drive, in Milwaukee.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, informs the Court that the Archdiocese, as
lessee, pays for the upkeep, maintenance and repairs to the
buildings and grounds, as well as all utilities and supplies, in
exchange for use of the Leased Premises.  The Archdiocese, in
turn, sublets portions of the premises to other unrelated
entities, including the Milwaukee Bucks, Inc.

Section 365(d)(4) of the Bankruptcy Code states that an unexpired
lease of nonresidential real property under which the debtor is
the lessee will be deemed rejected, and the trustee will
immediately surrender that nonresidential real property to the
lessor, if the trustee does not assume or reject the unexpired
lease by the earlier of: (i) the date that is 120 days after the
date of the order for relief; or (ii) the date of the entry of an
order confirming a plan.  However, the court may extend the period
prior to the expiration of the 120-day period, for 90 days on the
motion of the trustee or lessor for cause.

Due to the large number of issues in the bankruptcy proceeding,
the Archdiocese needs additional time to fully evaluate the Lease
to determine whether the assumption or rejection of the Lease is
in the best interest of the Archdiocese, the bankruptcy estate and
its creditors, Mr. Diesing contends.  He asserts that to ascertain
if the Lease is beneficial or burdensome, the Archdiocese must
consider its continuing needs and the condition of the rental
market, as well as its obligations to its tenants, including the
Milwaukee Bucks.

Objections to the request are due 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)


CDC PROPERTIES: Wants Graham & Dunn as Replacement Counsel
----------------------------------------------------------
CDC Properties I LLC seeks authority from the U.S. Bankruptcy
Court for the Western District of Washington to employ Graham &
Dunn PC as replacement bankruptcy counsel.

The Debtor previously employed Timothy W. Dore, Esq., and Ryan
Swanson & Cleveland PLLC as counsel, however, the Ninth Circuit
appointed Mr. Dore as a bankruptcy judge for the Western District
of Washington.

As the Debtor's counsel, Graham & Dunn will:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in the continued
       operation of their business and management of its
       property;

   (b) take necessary action to protect and preserve the Debtor's
       estate, including the prosecution of actions on behalf of
       the Debtor, the defenses of any actions commenced against
       the Debtor, the negotiations concerning all litigation in
       which the Debtor is involved, and the objection to claims
       filed against the Debtor's estate;

   (c) represent the Debtor in carrying out its duties and
       exercising its powers under the Bankruptcy Code;

   (d) prepare on the Debtor's behalf all necessary applications,
       answers, orders, reports and other legal papers including,
       inter alia, any proposed plans of reorganization and
       accompanying disclosure statements to be filed by the
       Debtor;

   (e) if appropriate, negotiate with creditors concerning a plan
       of reorganization or liquidation), prepare the plan of
       reorganization, disclosure statement and related
       documents, and take the steps necessary to confirm and
       implement the plan of reorganization (or liquidation),
       including, if needed, negotiations for financing the plan;
       and

   (f) perform other legal services for the Debtor as may be
       necessary and appropriate in these proceedings.

The Debtor will pay Graham & Dunn on an hourly basis in accordance
with its ordinary and customary rates in addition to reimbursement
of necessary out-of-pocket expenses.

Mark D. Northrup, Esq., a member of Graham & Dunn, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

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


CLUB VENTURES: Creditors Have Until June 15 to File Claims
----------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York has established June 15, 2011, as
the deadline for any individual or entity to file proofs of claim
against Club Ventures Investments LLC, et al.

The Court also set Aug. 29, as governmental units claims bar date.

                        About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

The Official Committee of Unsecured Creditors proposes to retain
Klestadt & Winters LLP as its counsel.


CMP SUSQUEHANNA: Moody's Continues Ratings Review, Might Upgrade
----------------------------------------------------------------
Moody's Investors Service has clarified the press release issued
on April 25, 2011, relating to CMP Susquehanna Corp.

All ratings for CMP Susquehanna continue to be on review for
possible upgrade.

Details of the ratings are:

   Issuer: CMP Susquehanna Corp.

   -- CFR - Caa1, on Review for Possible Upgrade

   -- PDR - Caa1, on Review for Possible Upgrade

   -- $100 million Revolver due 2012 - Caa1 (LGD3-48%), on Review
      for Possible Upgrade

   -- $700 million Term Loan due 2013 - Caa1 (LGD3-48%), on Review
      for Possible Upgrade

   -- $250 million Sr Subordinated Notes due 2014 - Caa3 (LGD6-
      96%), on Review for Possible Upgrade


COMMERCIAL VEHICLE: Files Form 10-Q; Posts $3.27MM Income in Q1
---------------------------------------------------------------
Commercial Vehicle Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $3.27 million on $182.51 million of revenue for the
three months ended March 31, 2011, compared with net income of
$676,000 on $146.40 million of revenue for the same period during
the prior year.

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

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

                        http://is.gd/lfueL1

                  About Commercial Vehicle Group

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

                        *     *     *

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

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

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


COMPOSITE TECHNOLOGY: Can Access Cash Collateral Until June 2
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, in a second interim order, Composite Technology
Corporation, et al., to use cash collateral until June 2, 2011.

The Debtors would use the cash collateral of Partners For Growth
II, LP, to pay their ordinary course postpetition expenses.  A
final hearing on the Debtors' request to use cash collateral is
set for June 2, at 10:00 a.m.

As reported in the Troubled Company Reporter on April 21,
Composite Technology claims that its assets, and in particular,
the value of its patents, exceeds the amount owed to PFG by more
than 200%.  The Debtors also claim that PFG cannot establish a
right to adequate protection.

In April 2010, the Debtors, as borrowers, and PFG, as lender,
entered into a Loan And Security Agreement, pursuant to which PFG
made a $10 million loan facility available.  The Loan Agreement
grants PFG a lien against a range of collateral, including
accounts, general intangibles and deposit accounts.  As part of
its lending arrangement PFG was granted a deposit control
arrangement with respect to the accounts that the Debtors
maintained at Silicon Valley Bank.

                    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, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

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.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


COMPOSITE TECHNOLOGY: Taps Knobbe Martens as Patent Counsel
-----------------------------------------------------------
Composite Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the Central District Of California for permission to
employ Knobbe, Martens, Olson & Bear, LLP as special patent
litigation counsel.

The firm will represent debtor CTC Cable Corporation in the
litigation designated as the "Federal action trial" scheduled to
commence in November 2011.

Stephen C. Jensen, Esq., a partner at the firm, tells the Court
that prior to the Petition Date, Cable provided the firm an end-
of-matter retainer amounting to $1,500,000.  As of the date of
this application, the firm has not withdrawn any amount of the
retainer from its client trust account.  The firm provided legal
services to Cable, and asserts a $268,647 prepetition claim.

The hourly rates of the firm's personnel are:

     Mr. Jensen                       $700
     Craig Summers                    $700
     John W. Holcomb                  $550
     Irfan A. Lateef                  $520
     Christy G. Lea                   $475
     Brian C. Claassen                $370
     Christina J. McCullough          $345
     Shirley Del Rosario, paralegal   $325
     Maria Zavala, paralegal          $220
     Jerome Fannuci, expert           $275

Mr. Jensen assures the Court that 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, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

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.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


CREDIT-BASED ASSET: Chapter 11 Plan Declared Effective
------------------------------------------------------
Credit-Based Asset Servicing & Securitization LLC, et al.,
commonly known as C-Bass, informed the U.S. Bankruptcy Court for
the Southern District of New York that the effective date of their
Chapter 11 Plan occurred on April 29, 2011.

The bankruptcy judge approved the explanatory disclosure statement
on March 4 and confirmed the Plan on April 25.

The Plan would carry out an agreement reached with secured lenders
before the November bankruptcy filing that allowed the use of
$8.2 million to operate in Chapter 11 and distribute to lower-
ranking creditors.

According to the Disclosure Statement, senior unsecured creditors
with $903 million in claims are told to expect a 0.53% recovery.
Holders of $539 million in two types of subordinated claims will
receive nothing.  The holders of $191.6 million in senior lenders'
claims receive nothing on account of the pre-bankruptcy agreement,
until the liquidating trust recovers more than $15 million.  To
receive a distribution, unsecured creditors must give releases to
the lenders.

The senior lenders allowed C-Bass to use $8.2 million of their
money to fund C-Bass through bankruptcy, in exchange for broad
releases against lawsuits for those lenders.

A full-text copy of the disclosure statement, as amended, is
available for free at http://ResearchArchives.com/t/s?7479

A full-text copy of the Chapter 11 plan, as amended, is available
for free at http://ResearchArchives.com/t/s?747a

The Official Committee of Unsecured Creditors has selected
Clifford A. Zucker to serve as the liquidation trustee subject to
confirmation of the Debtors' Plan.

               About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC was a subprime
mortgage investor based in New York City.  C-Bass was a joint
venture, owned in part by units of mortgage insurers MGIC
Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass disclosed
$23.7 million in assets and $2.16 billion in liabilities in its
Schedules of Assets and Liabilities.  The Debtors' liabilities
include $195.8 million of secured debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims and
noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP
in New York.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


DELPHI CORP: DPH Submits Q1 Report to Bankruptcy Court
------------------------------------------------------
DPH Holding Corp. and its affiliates submitted to Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York on April 27, 2011, a consolidated operating report for
the quarter period ended March 31, 2011.

DPH Holdings President John C. Brooks stated that the Reorganized
Debtors posted an operating income of $11 million for the first
quarter of 2011.

                  DPH Holdings Corp., et al.
                  Schedule of Disbursements
              Three Months Ended March 31, 2011

  DPH Holdings Corp.                            $9,287,000
  ASEC Manufacturing General Partnership                 0
  ASEC Sales General Partnership                         0
  DPH Medical Systems Colorado LLC                       0
  DPH Medical Systems Texas LLC                          0
  DPH Medical Systems LLC                                0
  Specialty Electronics, LLC                             0
  DPH Mechatronic Systems, LLC                           0
  DPH-DAS Overseas LLC                                   0
  DPH-DAS (Holding), LLC                                 0
  DPH Diesel Systems LLC                                 0
  DPH Connection Systems LLC                             0
  DPH-DAS Services LLC                                   0
  DPH-DAS Human Resources LLC                            0
  DPH-DAS LLC                                    1,259,000

Mr. Brooks further noted that disbursements were allocated to the
legal entities but all disbursements are being made by DPH
Holdings Corp.

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc. and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc. nor Delphi China LLC is
included in the current quarterly operating report.

Debtor Delphi Technologies, Inc. filed with the Court a separate
operating report for the quarter ended March 31, 2011.

                  Delphi Technologies, Inc.
                  Schedule of Disbursements
             Three Months Ended Dec. 31, 2010

Delphi Technologies, Inc.                     $1,214,588

Delphi Corp. Treasurer and Acting Chief Financial Officer Keith
D. Stipp stated that operating expenses plus any applicable cure
payments for the quarter ended March 31, 2011, was used as a
proxy for disbursements for Delphi Technologies, Inc. and Delphi
China, LLC.  Mr. Stipp disclosed that Delphi Technologies had an
operating income of $41 million for the first quarter of 2011.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: Retiree Panel Wants to Designate DSRA Veba Benefits
----------------------------------------------------------------
The Official Committee of Eligible Salaried Retirees in Delphi
Corp.'s cases asks Judge Robert Drain to designate that the
benefits under the Delphi Salaried Retirees Association VEBA
Benefit Trust are in lieu of any alleged right to lifetime
continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act that was not offered by Delphi Corp. to
retirees whose benefits were modified during Delphi's bankruptcy
case.

In February 2009, the American Recovery and Reinvestment Act
added Section 35(e)(1)(K) to the Internal Revenue Code, providing
that a benefit is eligible for the Health Coverage Tax Credit
subsidy -- currently 65% of benefit costs -- if it is provided by
a tax-exempt voluntary employee benefit association established
by a retiree representative under Section 1114 of the Bankruptcy
Code or by order of a bankruptcy court.  The statutory
authorization was extended until February 13, 2012.

The Retirees' Committee is thus filing this motion to reduce the
risk, because of possible future legislative uncertainty, that
the benefit provided by the DSRA VEBA to thousands of Delphi
retirees and their dependants may lose eligibility for the HCTC
subsidy after Feb. 13, 2012, Neil A. Goteiner, Esq., at
Farella Braun & Martel LLP, in San Francisco, California, tells
Judge Drain.

Mr. Goteiner reminds the Court that the Retirees' Committee made
a deliberate choice to set up retiree health and related benefits
through the DSRA VEBA rather than seek to litigate that Delphi
retirees should be offered lifetime continuation coverage under
the COBRA because of the termination of their retiree health
insurance benefits during the Debtors' bankruptcy cases.

"Now there is an advantage to retirees in making explicit the
tactical choice made earlier by the Retirees' Committee: Prior to
the current provisions of the Internal Revenue Code that make
benefits provided by a VEBA eligible for the HCTC if set up by a
retiree representative under Section 1114 or by order of a
bankruptcy court, earlier private letter rulings by the Internal
Revenue Service provided similar relief, without a statutory
basis, if the VEBA was set up during a bankruptcy by a Section
1114 Committee and the benefit was provided 'in lieu of COBRA
continuation coverage," Mr. Goteiner emphasizes.

According to Mr. Goteiner, the Reorganized Debtors have insisted
that (A) no retirees who were not offered lifetime COBRA coverage
were eligible for that coverage; (B) any arguments to the
contrary were implicitly waived by a Court-approved Settlement
entered in 2009 between the Retirees' Committee and the Debtors,
particularly after it was consummated; (C) any arguments to the
contrary may be time barred; (D) in any event, any claims were
barred by failure to assert them in the bankruptcy by filing a
proof of claim; and (E) any claims were barred by the Modified
First Amended Joint Plan of Reorganization, its confirmation
order, and discharge injunction of Section 524 of the Bankruptcy
Code.

Against this backdrop, designating the benefit provided by the
DSRA VEBA as in lieu of any right to lifetime COBRA not offered
to retirees and their dependents does not meaningfully impair
substantive rights of retirees, Mr. Goteiner avers.  That
designation, however, will document the tactical choice of the
Retirees' Committee not to litigate any claim to a right to
lifetime COBRA in return for the funding of the DSRA VEBA, which
may assist the DSRA VEBA in seeking to obtain a favorable Private
Letter Ruling from the Internal Revenue Service in the future in
order to preserve the HCTC-eligibility of its benefits, he
maintains.

To be clear, nothing in the Retirees' Committee's Motion is
intended to terminate any COBRA coverage in which a retiree,
former employee or dependent is enrolled, Mr. Goteiner adds.

The Court will consider the Retirees' Committee's request on
May 26, 2011.  Objections are due no later than May 19.

In a supporting declaration, Dean M. Gloster, a partner at
Farella Braun & Martel LLP, in San Francisco, California,
disclosed that DPH Holdings Corp. has few employees or even no
more than one employee at present, making a poor vehicle for
providing critical health care benefits to the thousands of
retirees and dependents enrolled in benefits through the DSRA
VEBA.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DESERT OASIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Desert Oasis Apartments, LLC
        10181 Park Run Drive, Suite 200
        Las Vegas, NV 89145

Bankruptcy Case No.: 11-17208

Chapter 11 Petition Date: May 10, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  SCHWARTZER & MCPHERSON LAW FIRM
                  2850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  E-mail: bkfilings@s-mlaw.com

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

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

The petition was signed by David Gaffin, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Infiniti Services, LLC             Trade Debt               $7,500
3888 W. Sahara, #72
Las Vegas, NV 89102

For Rent Magazine                  Trade Debt               $3,495
75 Remittance Drive, #1705
Chicago, IL 60675-1705

Westcorp Management Group          Trade Debt               $3,321
630 Trade Center Drive, Suite 200
Las Vegas, NV 89119

Solar Contract Carpet              Trade Debt               $3,293

Frazee Paint & Wallcoverings       Trade Debt               $1,839

Cardinal Air Heating & Air         Trade Debt               $1,303
Conditioning

HD Supply Facilities               Trade Debt               $1,285

Westside Pool, Inc.                Trade Debt               $1,025

RealPage, Inc.                     Trade Debt               $1,006

Peter Liotta                       Tenant Deposit             $725

Tad Theobald                       Tenant Deposit             $685

Tom Collins                        Tenant Deposit             $685

George Erwin                       Tenant Deposit             $685

Zach Ingram                        Tenant Deposit             $625

Criterion Brock                    Trade Debt                 $600

Uncle Bob's Carpet Care            Trade Debt                 $570

Orpha Rauff                        Tenant Deposit             $515

Thomas Trumet                      Tenant Deposit             $515

Stephen Christopher                Tenant Deposit             $515

Sidney Williams                    Tenant Deposit             $515


DRYSHIPS INC: Unit Signs Drilling Contract for Leiv Eiriksson
-------------------------------------------------------------
DryShips Inc., on May 6, 2011, announced the signing, by its
majority-owned subsidiary Ocean Rig UDW Inc., of a new drilling
contract for its 5th generation drilling rig "Leiv Eiriksson" with
Borders & Southern Petroleum plc for performance of exploration
drilling offshore the Falkland Islands.  This contract replaces
the previous contract with Borders & Southern plc for the "Eirik
Raude".  The "Leiv Eiriksson" will perform the scheduled drilling
program in direct continuation after completion of the drilling
campaign for Cairn Energy offshore Greenland.  The contract is for
a two well contract for a period of about 90 days, including three
further optional wells.  The contract value is approximately USD
80 million.

Mr. George Economou, Chairman and CEO, commented:

"We are pleased to announce the employment of the "Leiv Eiriksson"
with Borders & Southern plc.  The contract replacement gives Ocean
Rig the opportunity to extend and continue the contract portfolio
for the "Leiv Eiriksson" in harsh environment regions, and
position the 10000 ft capable drilling rig "Eirik Raude" for new
opportunities in both harsh environment areas and ultra deep water
regions from Q4 2011."

                        About DryShips Inc.

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

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

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

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

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


DUBLIN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dublin Developers, L.L.C.
        P.O. Box 381
        Dublin, VA 24084

Bankruptcy Case No.: 11-71038

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Richard Daniel Scott, Esq.
                  LAW OFFICE OF RICHARD D. SCOTT
                  302 Washington Avenue SW
                  Roanoke, VA 24016
                  Tel: (540) 400-7997
                  Fax: (540) 491-9465
                  E-mail: richard@rscottlawoffice.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/vawb11-71038.pdf

The petition was signed by Randall L. Dunnigan, managing member.


DYNASTY DEVELOPMENT: Section 341(a) Meeting Scheduled for June 20
-----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Dynasty Development Group, LLC dba Paradise Bay Hotel &
Casino's Chapter 11 case on June 20, 2011, at 10:30 a.m.  The
meeting will be held at Hancock Bank Building, 2510 14th Street,
Room 920, Gulfport, Mississippi.

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.

Las Vegas, Nevada-based Dynasty Development Group, LLC, dba
Paradise Bay Hotel & Casino filed for Chapter 11 protection
(Bankr. S.D. Miss. Case No. 11-50997) on April 29, 2011.
Bankruptcy Judge Katharine M. Samson presides the case.  William
R. Armstrong, Jr., P.A., represents the Debtor in its
restructuring effort.  The Debtor estimates assets at $10 million
to $50 million and debts at $1 million to $10 million.


DYNAVAX TECHNOLOGIES: Posts $18.5-Mil. First Quarter Net Loss
-------------------------------------------------------------
Dynavax Technologies Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $18.46 million on $1.74 million of total
revenues for the three months ended March 31, 2011, compared with
a net loss of $9.18 million on $8.34 million of total revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$65.50 million in total assets, $29.01 million in total
liabilities, and $36.49 million in total stockholders' equity.

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

                        http://is.gd/Xem5zw

                     About Dynavax Technologies

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

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

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


EAST BAY: U.S. Trustee Wants Chapter 11 Case Dismissed
------------------------------------------------------
August B. Landis, acting U.S. Trustee for Region 17, asks the U.S.
Bankruptcy Court for the Northern District f California to dismiss
the Chapter 11 case of East Bay Associates LLC.

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.


EAST COAST: Wants to Hire Laurie R. Brown to Supervise Accounting
-----------------------------------------------------------------
East Coast Development II, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ:

         LAURIE R. BROWN, CPA
         1577-D New Garden Road No. 267
         Greensboro, NC 27410

Ms. Brown will perform and supervise the accounting of the Debtor,
including but not limited to, preparing annual tax returns,
reviewing QuickBooks, reconciling bank accounts, and preparing
journal entries, as needed.  Ms. Brown's services will be rendered
at hourly rate range of $40 to $100.

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

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


EAST COAST: Taps Keith Saieed as Broker for the Sale, Lease
-----------------------------------------------------------
East Coast Development II, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ:

          Keith Saieed
          BLUE SKY SERVICES REAL ESTATE
          2810-2A Yonkers Road
          Raleigh, NC 27604

Mr. Saieed will serve as broker for the sale of these properties:

   -- 119 (aka 121) Market Street, Wilmington, New Hanover County,
      North Carolina;

   -- 304 and 308 (aka 1704) Castle Hayne Road, Castle Hayne, New
      Hanover County, North Carolina;

   -- 3404 and 3412 Castle Hayne Road and 109 Gladiolus Road,
      Castle Hayne, New Hanover County, North Carolina;

   -- the Debtor's 33.3% interest in 30.41 acres located at the
      intersection of Highways 74 and 76 and Mt. Misery Road,
      Leland, Brunswick County, North Carolina; and

   -- 67 and 69, 71 and 73 Court Street and 14.4 acres known as
      Osprey Point, Jacksonville, Onslow County, North Carolina.

The Debtor intends to pay commissions of 6% of the gross sales
price of each property.

Mr. Saieed will serves as broker for the lease these properties:

   -- 125 Market Street, Wilmington, New Hanover County, North
      Carolina; and

   -- 118-122 princess Street, Wilmington, New Hanover County,
      North Carolina.

The Debtor intends to pay a flat fee of 6% of the entire lease for
each rental, payable in full upon the execution of a lease.

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

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Brian A. Geschickter, Attorney-at-Law, serves as special counsel.
Laurie R. Brown, CPA, serves as the Debtor's accountant.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


EAST COAST: Taps Stubbs & Perdue to Handle Reorganization Case
--------------------------------------------------------------
East Coast Development II, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ
Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel.

The firm will be representing the Debtor in the Chapter 11
proceedings.

The firm was paid a minimum fee of $10,000 for assisting the
Debtor in a workout of its financial problems.  An additional
retainer was charged but the Debtor was unable to pay the retainer
in full.  On April 8, 2011, the firm received $3,500 from Brad and
Nancy Clayman and $6,500 from the Debtor towards the retainer
charged to the Debtor.  In addition, the firm accepted a future
advance promissory note of $40,000, with interest from the date of
the first advance at the rate of 6% per annum on the unpaid
balance.

To the best of the Debtor'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:

         Trawick H. Stubbs, Jr.
         STUBBS & PERDUE, P.A.
         310 Craven Street
         P.O. Box 1654
         New Bern, NC 28563-1654
         Tel: (252) 633-2700
         Fax: (252) 633-9600

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  The Debtor disclosed
$24,792,275 in assets and $12,172,815 in liabilities as of the
Chapter 11 filing.


EAST COAST: Taps Brian Geschickter to Handle Jamestown Pender Suit
------------------------------------------------------------------
East Coast Development II, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ
Brian A. Geschickter, Attorney-at-Law, as special counsel.

The law firm will assist the Debtor with certain legal matters
involving the Debtor, including but not limited to , a lawsuit
against Jamestown Pender, et al., a lawsuit filed by Cindy york,
Esq., and a lawsuit against the Debtor and others by the State of
North Carolina.

The law firm has represented the Debtor since 2007 in various
legal matters.  At the Petition Date, the Debtor owed the law firm
$615 for prepetition services.  The Debtor erroneously stated the
amount to be $3,519.

The firm agrees to be compensated on an hourly rate of $185.

To the best of the Debtor'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:

         Brian A. Geschickter, Attorney-at-Law
         215 Racine Drive, Suite 204
         Wilmington, NC 28403
         Tel: (910) 202-6966
         Fax: (910) 299-4690

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as the Debtor's accountant.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


ELEPHANT TALK: Posts $4.7 Million Net Loss in First Quarter
-----------------------------------------------------------
Elephant Talk Communications, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $4.7 million on $8.5 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $12.3 million on $9.9 million of revenues for the
same period last year.

The Company has an accumulated deficit of $159.5 million as of
March 31, 2011.

The Company's balance sheet at March 31, 2011, showed
$45.3 million in total assets, $10.6 million in total liabilities,
and stockholders' equity of $34.6 million.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in
expressed substantial doubt about Elephant Talk's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses from operations and has a net capital deficiency.
As of Dec. 31, 2010, the Company had an accumulated deficit of
$154.8 million.

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

                       http://is.gd/SMm8kW

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.


ELZA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Elza Construction LLC
          aka Elza Reclamation
        442 West Highway 3094
        East Bernstadt, KY 40729

Bankruptcy Case No.: 11-60689

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (London)

Judge: Joseph M. Scott, Jr.

Debtor's Counsel: Maxie Higgason, Esq.
                  HIGGASON LAW OFFICE
                  109 W. 1st Street
                  Corbin, KY 40701-1403
                  Tel: (606) 528-4140
                  E-mail: maxhigglaw@bellsouth.net

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

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

The petition was signed by Paul Elza, owner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ace High Coal Sales Col            Loan to Continue     $1,979,022
107 CVB Lane, Suite 1              Global Green Project
London, KY 40741                   in Manchester, KY

First Trust Bank                   Property Located at  $1,033,199
24 Commerce Drive                  552 West Highway
Hazard, KY 41701                   3094, East Bernstadt,
                                   KY, approximately
                                   10.53 acres and house
                                   plus construction
                                   equipment

Virginia Drilling Co               Sub-contractor         $315,673
P.O. Box 1198
Vansant, VA 24656

PNC Bank                           442 West Hwy 3094,     $212,525
                                   East Bernstadt, KY,
                                   secured real property
                                   of co-maker

Cumberland Valley National Bank    Tractor and Trailer    $106,844
                                   Valued at $27000

Mago Construction                  Acct. Claim             $93,265

Community Trust Bank               Operating Capital       $92,283

Auto Owners Insurance Co.          Bond for Older          $88,770
                                   Project

Internal Revenue Service           2009 Form 941           $84,017
                                   Payroll Taxes

Internal Revenue Service           2010 1st Quarter        $77,411
                                   941 Payroll Taxes

Kevin Elza                         621E Scraper            $67,500

Kyle Elza                          Operating Capital       $65,000

PNC Bank                           Credit Card             $61,509

First National Bank                Operating Capital       $60,817

Emeco                              Equipment Rental        $60,000

Kyle Elza                          Operating Capital       $55,000

Commonwealth of Kentucky           2010, first, second,    $53,597
Department of Revenue              third K-1 reports

RSC Rental                         Rental Equipment        $51,072

Precision Transport                Loan to Global Green    $46,674
                                   Green Project in
                                   Manchester, KY

Brandeis Machinery                 Parts, Repairs, etc.    $37,587


EMERGENCY MEDICAL: Moody's Puts Junk Rating on $950MM Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD 5, 84%) rating to
the proposed issuance of $950 million of senior unsecured notes by
Emergency Medical Services Corporation.  Moody's also affirmed the
existing ratings of EMSC, including the B2 Corporate Family and
Probability of Default Ratings and the B1 (LGD 3, 34%) rating on
the company's $1,440 million term loan due 2018.  Moody's
understands that the proceeds of the note offering, along with the
previously rated term loan and an equity contribution, will be
used to fund the acquisition of the company by Clayton, Dubilier
and Rice, LLC, and to retire the company's existing debt at AMR
Holdco, Inc.  Moody's understands that EMSC is also expected to
obtain a $350 million asset-based revolving credit facility
expiring 2016.  The ratings outlook is stable.

The existing ratings of AMR Holdco, Inc., the borrower in the
existing corporate structure, remain unchanged and will be
withdrawn at the closing of the acquisition transaction, at which
time the outstanding debt will be repaid.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

This is a summary of Moody's actions:

Ratings assigned:

Emergency Medical Services Corporation:

$950 million senior unsecured notes due 2019, Caa1 (LGD 5, 84%)

Ratings affirmed:

Emergency Medical Services Corporation:

  -- $1,440 million senior secured term loan due 2018, B1 (LGD 3,
     34%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-1

Ratings unchanged and to be withdrawn at the close of the
transaction:

AMR Holdco, Inc.:

  -- $125 million senior secured revolving credit facility
     expiring 2015, Baa3 (LGD 2, 26%)

  -- $425 million senior secured term loan due 2015, Baa3 (LGD 2,
     26%)

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba2

  -- Speculative Grade Liquidity Rating, SGL-1

                         Ratings Rationale

EMSC's B2 Corporate Family Rating reflects the considerable
increase in the debt load that Moody's expects the company will
operate with following the leveraged buyout.  Moody's estimates
that this transaction would increase to about 6.7 times, which is
considered very high for the single B rating category and leaves
only a modest equity cushion based on the current estimated
purchase multiple.  Moody's also anticipates that pro forma cash
flow generation will decline due to the related interest burden.
However, Moody's expects the company to focus on reducing debt
with available free cash flow following the transaction as capital
spending is expected to remain modest.  The rating also benefits
from the company's significant scale in both of its segments,
which are otherwise very fragmented among other providers.

An upgrade of the ratings is somewhat limited in the near term
given the significant increase in leverage with the proposed
transaction.  However, if the company improves operating results
or repays debt such that debt to EBITDA is sustained below 5.5
times and free cash flow to debt is expected to be sustained above
5%, Moody's could upgrade the ratings.

If the company takes on additional debt to fund acquisitions or
incurs operating difficulties such that leverage were not expected
to be reduced from current levels, Moody's could downgrade the
ratings.  Additionally, if government reimbursement levels are
significantly reduced in either segment of the company's business,
professional liability claims rise materially above current
levels, or if payor mix shift materially impacts pricing, such
that the company was expected to have negative free cash flow for
a sustained period, Moody's could downgrade the ratings.

For further details refer to Moody's Credit Opinion for Emergency
Medical Services Corporation on moodys.com.

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

Emergency Medical Services Corporation is a leading provider of
emergency medical services in the U.S.  EMSC operates through two
business segments: EmCare is the company's emergency department
and hospital physician outsourcing segment and AMR is a leading
provider of medical transport in the U.S.  For the twelve months
ended March 31, 2011, the company reported revenues in excess of
$2.9 billion.


EQUIPMENT MANAGEMENT: Files New List of Largest Unsec. Creditors
----------------------------------------------------------------
Equipment Management Technology has filed an amended list of 20
largest unsecured claims.

The new list reads as:

   Entity                                     Claim Amount
   ------                                     ------------
   Aaron Egan                                       $1,887
   6683 Bristow Falls Court
   Las Vegas, NV 89148

   Ashley Hall & Associates                         42,056
   1654 White Rock Drive
   Las Vegas, NV 89121

   Board of Equalization                            55,336
   P.O. Box 942879
   Sacramento, CA 94279

   CAN Insurance Company                             2,054
   10375 Park Meadows Drive
   Suite 300
   Littleton, CO 80124

   City National Bank                                5,173
   10801 W. Charleston
   Las Vegas, NV 89135

   CNA insurance Co.                                 2,054
   Attn: Christine Slups
   Dept. LA 21245
   Pasadena, CA 91185

   David Haines                                      2,104
   5900 Wildhorse Ledge
   Las Vegas, NV 89131

   Frisby Consulting, Inc.                           4,783
   4651 White Rock Drive, Suite 100
   Las Vegas, NV 89121

   Global Test Equipment                            30,958
   1424 Centre Circle
   Downers Grove, IL 60515

   James Davis                                       6,478
   7030 Pink Flamingo Place
   North Las Vegas, NV 89084

   Kristina Hedge                                   14,424
   Magnolia Blossom Avenue
   Las Vegas, NV 89131

   Longo Properties                                 38,000
   1525 Pama Lane
   Las Vegas, NV 89119

   Lynne Erickson                                    2,542
   6617 Rancho Santa Fe
   Las Vegas, NV 89130

   Michael C. Longo                                240,000
   1424 Centre Circle
   Downers Grove, IL 60515

   Nevada Energy                                     2,084
   PO Box 30086
   Reno, NV 89520-3086

   Norma Sniadach                                    2,186
   1148 Via Empoli
   Henderson, NV 89052

   Rohde & Schwarz, Inc.                            61,010
   Attn: Chris Kayser
   P.O. Box 5120
   Carol Stream, IL 60197

   Swainston Consulting Group                        1,998
   1541 Little Dove Court
   Henderson, NV 89014

   Test Equity, LLC                                  2,800
   6100 Condor Drive
   Moorpark, CA 93021

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.


EQUIPMENT MANAGEMENT: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Equipment Management Technology filed with the U.S. Bankruptcy
Court for the District of Nevada, its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                              $0
B. Personal Property                  $9,244,571
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $13,556,623
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $85,335
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $630,780
                                     -----------      -----------
      TOTAL                           $9,244,571      $14,272,739

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.


FAIRGROUNDS PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Fairgrounds Properties, Inc.
        3087 Three Bars
        Saint George, UT 84790

Bankruptcy Case No.: 11-26803

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Andres Diaz, Esq.
                  RED ROCK LEGAL SERVICES P.L.L.C.
                  Mainstreet Plaza Executive Suites
                  20 North Main Street, Suite 311
                  St. George, UT 84770
                  Tel: (435) 634-1000
                  Fax: (801) 359-6803
                  E-mail: courtmailrr@expresslaw.com

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

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

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

The petition was signed by Robert Stevens, president.


FANNIE MAE: Bill for Replacement Entities to Be Filed Today
-----------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that two lawmakers
-- Rep. John Campbell (R., Calif.) and Rep. Gary Peters (D.,
Mich.) -- are set to unveil legislation Thursday to replace
mortgage giants Fannie Mae and Freddie Mac with at least five
private companies that would issue mortgage-backed securities with
explicit federal guarantees.

The Journal says the measure is a compromise between conservative
Republicans who have advanced bills to build a mostly private
mortgage-finance system and Democrats, who say the government
shouldn't abandon the mortgage market.

According to the Journal, like Fannie and Freddie, the new
entities would be restricted to buying loans that meet certain
standards, including size caps.  But the firms would have to hold
much more capital than Fannie and Freddie.  And only the mortgage-
backed securities that they issue -- not the companies themselves
-- would enjoy federal guarantees.  The new entities would operate
more as public utilities and likely wouldn't have exchange-listed
shares.

The Journal relates that the proposal leaves many details to an
independent regulator, which Rep. Campbell says should be
insulated from Congress to prevent lawmakers from leaning on it
"to do politically correct things, which may not be financially
correct things."  That role would fall to the Federal Housing
Finance Agency, which currently regulates Fannie and Freddie, the
Journal adds.

According to the Journal, analysts say the compromise may be the
only plan likely to attract sufficient support from both parties
on a politically explosive subject, particularly at a time when
gridlock looms over issues such as how to curb federal spending.

Fannie and Freddie were taken over by the government in 2008 as
rising mortgage losses wiped out thin capital cushions. Taxpayers
are on the hook for $138 billion to keep the companies afloat and
stabilize mortgage markets.

                         About Fannie Mae

Based in Washington, D.C., Federal National Mortgage Association,
aka Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise ("GSE") that was chartered by Congress in
1938 to support liquidity, stability and affordability in the
secondary mortgage market, where existing mortgage-related assets
are purchased and sold.  The Company's charter does not permit the
Company to originate loans or lend money directly to consumers in
the primary mortgage market.  The Company's most significant
activities are securitizing mortgage loans originated by lenders
into Fannie Mae mortgage-backed securities, which the Company
refers to as Fannie Mae MBS, and purchasing mortgage loans and
mortgage-related securities for its mortgage portfolio.

The U.S. Department of the Treasury owns the Company's senior
preferred stock and a warrant to purchase 79.9% of the Company's
common stock.  Treasury has made a commitment under a senior
preferred stock purchase agreement to provide the Company with
funds under specified conditions to maintain a positive net worth.
The U.S. government does not guarantee the Company's securities or
other obligations.

The Company's common stock was delisted from the New York Stock
Exchange and the Chicago Stock Exchange on July 8, 2010, and since
then has been traded in the over-the-counter market and quoted on
the OTC Bulletin Board under the symbol "FNMA."

                          *     *     *

Fannie Mae have been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since Sept. 6, 2008.
As conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the Company and its
assets.  The conservator has since delegated specified authorities
to the Company's Board of Directors and has delegated to
management the authority to conduct the Company's day-to-day
operations.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FIRST FEDERAL: Commences $8.7-Mil. Common Stock Rights Offering
---------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., had commenced an
$8.7 million common stock rights offering.  Shareholders who owned
common shares of the Company at the close of business on March 23,
2011, will receive at no charge a non-transferable right to
purchase newly-issued common shares in the Rights Offering.

Pursuant to the terms of the Rights Offering, the Company will
offer to each shareholder as of the Record Date the right to
purchase three newly-issued shares of common stock for each one
share held by an Eligible Shareholder on the Record Date, as
adjusted for a 1-for-5 reverse stock split completed by the
Company on May 3, 2011.  For purposes of illustration, if an
Eligible Shareholder owned 100 shares of the Company's common
stock on the Record Date, then, after giving effect to the Reverse
Split, the Eligible Shareholder would own 20 shares and would
therefore be entitled to subscribe for 60 shares of common stock
in the Rights Offering at $3.00 per share.

The Company will issue up to 2,908,071 shares of its common stock
in the Rights Offering at a price of $3.00 per share, which is the
same price paid by Bear State Financial Holdings, LLC, who
purchased 15,425,262 shares of our common stock in a private
placement offering that occurred on May 3, 2011 immediately
following the Reverse Split.  To the extent that some Eligible
Shareholders do not participate in the Rights Offering, or choose
to subscribe for less than their full allocation of shares, the
remaining unsubscribed shares will be available for purchase by
other Eligible Shareholders who have fully exercised their
subscription rights, subject to an overall ownership limitation
for each Eligible Shareholder and its affiliates of 4.9% of the
Company's outstanding shares of common stock following completion
of the Rights Offering.

The Rights Offering will expire at 5:00 p.m. Eastern time on
June 9, 2011.  In the event that the Rights Offering is not fully
subscribed, Bear State has agreed to backstop the Rights Offering
by purchasing the remaining shares from the Company in a private
placement, at $3.00 per share (or $0.60 per share before taking
into account the Reverse Split), subject to an overall limitation
on Bear State's ownership of 94.90% of the Company's outstanding
shares of common stock following completion of the Rights
Offering.

The Company plans to use the proceeds of the Rights Offering to
make capital contributions to the Bank and for other general
corporate purposes.

            About First Federal Bancshares of Arkansas

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

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

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

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


FORUM HEALTH: Schedules July 19 Plan Confirmation Hearing
---------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Forum Health scheduled a July 19 confirmation hearing for
approval of the liquidating Chapter 11 plan after obtaining
approval of the disclosure statement.

As reported in May 6, 2011 edition of the Troubled Company
Reporter, the Debtor filed prior to the May 10 hearing a revised
disclosure statement that tells unsecured creditors with $152
million to $167 million in claims how they should recover 4.88% to
5.36%.  The Pension Benefit Guaranty Corp., with a claim of as
much as $140 million, will have the same recovery.  Patients with
medical malpractice claims will recover in full if there is
insurance coverage.  If there isn't, they will receive the same
4.88% to 5.36%.  Secured bonds were paid in full from the sale of
the hospital operation.

                       About Forum Health

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

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

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

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


FRE REAL ESTATE: Seeks to Employ Barlow Garsek as Counsel
---------------------------------------------------------
FRE Real Estate, Inc., seeks the U.S. Bankruptcy Court authority
to employ Barlow Garsek & Simon LLP as bankruptcy counsel.

Barlow Garsek will perform these services:

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

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

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

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

   e. investigate and prosecute preference, fraudulent transfer,
      and other actions arising under the Debtor's avoidance
      powers and any causes of action arising under state law (if
      necessary and unless special counsel is determined to be
      better qualified to do so);

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

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

The Debtor will pay Barlow Garsek based on its customary hourly
rates, which are:

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

The Debtor will also reimburse Barlow Garsek's necessary out-of-
pocket expenses.

Barlow Garsek assures the Court that it is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  Robert A. Simon,
Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).
John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr.,
served as the Debtor's bankruptcy counsel.  Wells Fargo Capital
Finance, a major secured creditor of the Debtor, however, asked
the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy
case on the grounds that the petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."


FRE REAL ESTATE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
FRE Real Estate, Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Texas, its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                     $70,040,000
B. Personal Property                    $595,902
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $62,028,322
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $4,859,191
                                     -----------      -----------
      TOTAL                          $70,635,902      $66,887,513

                      About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  Robert A. Simon,
Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).
John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr.,
served as the Debtor's bankruptcy counsel.  Wells Fargo Capital
Finance, a major secured creditor of the Debtor, however, asked
the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy
case on the grounds that the petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."


FREDDIE MAC: Bill for Replacement Entities to Be Filed Today
------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that two lawmakers
-- Rep. John Campbell (R., Calif.) and Rep. Gary Peters (D.,
Mich.) -- are set to unveil legislation Thursday to replace
mortgage giants Fannie Mae and Freddie Mac with at least five
private companies that would issue mortgage-backed securities with
explicit federal guarantees.

The Journal says the measure is a compromise between conservative
Republicans who have advanced bills to build a mostly private
mortgage-finance system and Democrats, who say the government
shouldn't abandon the mortgage market.

According to the Journal, like Fannie and Freddie, the new
entities would be restricted to buying loans that meet certain
standards, including size caps.  But the firms would have to hold
much more capital than Fannie and Freddie.  And only the mortgage-
backed securities that they issue -- not the companies themselves
-- would enjoy federal guarantees.  The new entities would operate
more as public utilities and likely wouldn't have exchange-listed
shares.

The Journal relates that the proposal leaves many details to an
independent regulator, which Rep. Campbell says should be
insulated from Congress to prevent lawmakers from leaning on it
"to do politically correct things, which may not be financially
correct things."  That role would fall to the Federal Housing
Finance Agency, which currently regulates Fannie and Freddie, the
Journal adds.

According to the Journal, analysts say the compromise may be the
only plan likely to attract sufficient support from both parties
on a politically explosive subject, particularly at a time when
gridlock looms over issues such as how to curb federal spending.

Fannie and Freddie were taken over by the government in 2008 as
rising mortgage losses wiped out thin capital cushions. Taxpayers
are on the hook for $138 billion to keep the companies afloat and
stabilize mortgage markets.

                         About Fannie Mae

Based in Washington, D.C., Federal National Mortgage Association,
aka Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise ("GSE") that was chartered by Congress in
1938 to support liquidity, stability and affordability in the
secondary mortgage market, where existing mortgage-related assets
are purchased and sold.  The Company's charter does not permit the
Company to originate loans or lend money directly to consumers in
the primary mortgage market.  The Company's most significant
activities are securitizing mortgage loans originated by lenders
into Fannie Mae mortgage-backed securities, which the Company
refers to as Fannie Mae MBS, and purchasing mortgage loans and
mortgage-related securities for its mortgage portfolio.

The U.S. Department of the Treasury owns the Company's senior
preferred stock and a warrant to purchase 79.9% of the Company's
common stock.  Treasury has made a commitment under a senior
preferred stock purchase agreement to provide the Company with
funds under specified conditions to maintain a positive net worth.
The U.S. government does not guarantee the Company's securities or
other obligations.

The Company's common stock was delisted from the New York Stock
Exchange and the Chicago Stock Exchange on July 8, 2010, and since
then has been traded in the over-the-counter market and quoted on
the OTC Bulletin Board under the symbol "FNMA."

                          *     *     *

Fannie Mae have been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since Sept. 6, 2008.
As conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the Company and its
assets.  The conservator has since delegated specified authorities
to the Company's Board of Directors and has delegated to
management the authority to conduct the Company's day-to-day
operations.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GENERAL GROWTH: Fee Committee OKs $233 Million for Professionals
----------------------------------------------------------------
The Fee Committee of reorganized General Growth Properties
filed with the Bankruptcy Court its report and recommendations
with respect to the final fee applications of 23 firms, seeking
allowance of fees aggregating $229,940,475, and reimbursement of
expenses totaling $6,458,708.

Following discussions with the Fee Committee, the Retained
Professionals voluntarily reduced the amounts sought for frees by
the aggregate amount of $2,156,791, and the amount sought for
reimbursement of expenses by $119,350, for a total reduction of
$2,276,142.

After taking into consideration the voluntary reductions, the Fee
Committee recommends that the final fee applications, as
modified, be approved by the Court:

                                                     Voluntary
  Firm                 Fees         Expenses         Reductions
  ----                -------       --------         ----------
  Weil Gotshal    $54,652,445     $1,500,229         $1,475,849
  & Manges LLP

  Kirkland &      $26,544,760       $872,724           $642,700
  Ellis LLP

  Miller Buckfire $28,850,000       $207,764            $91,274
  & Co., LLC

  Bracewell &      $1,473,760       $362,082            $44,117
  Giuliani LLP

  Cushman &        $5,573,293        $94,201            $27,435
  Wakefield, Inc.

  AlixPartners    $29,576,657     $1,204,489           $148,989
  LLP

  Deloitte Tax     $1,380,399         $5,664            $33,840
  LLP

  Deloitte &       $9,342,511        $40,545            $47,708
  Touche LLP

  Ernst & Young    $1,335,667         $3,549            $39,937
  LLP

  Jenner & Block   $1,637,040       $249,627            $67,519
  LLP

  Pricewaterhouse-   $308,112           $502            $11,456
  Coopers LLP

  Grant Thornton LLP  $31,139            $74               $826

  Hewitt Associates  $812,800        $16,780            $37,217
  LLC

  KPMG LLP            $69,546             $0             $3,477

  Epiq Bankruptcy    $254,181       $619,277                  -
  Solutions, LLC

  Akin Gump       $15,444,474       $683,627           $315,000
  Strauss Hauer
  & Feld LLP

  FTI Consulting,  $3,245,180        $44,442           $108,500
  Inc.

  Houlihan Lokey  $15,897,956       $182,537            $18,988
  Howard & Zukin
  Capital, Inc.

  Halperin           $264,488         $3,750             $5,081
  Battaglia Raicht
  LLP

  Saul Ewing LLP   $6,299,267       $129,482            $96,000

  Cantor           $8,000,000        $10,159               $566
  Fitzgerald &
  Co.

  The Weitzman       $145,825         $4,679               $545
  Group, Inc.

Meanwhile, the Fee Committee asks the Court to not approve these
final fee applications at this time:

  Firm                     Fees       Expenses
  ----                  -------       --------
  UBS Securities,   $18,070,967       $222,515
  LLC

  Saul Ewing LLP     $6,299,267       $129,482

  Cantor             $8,000,000       $10,159
  Fitzgerald & Co.

Specifically, the Fee Committee disputed a $975,000 fee
enhancement sought by Saul Ewing, and a $5,960,000 success fee
sought by Cantor.  The Fee Committee also notes that UBS has not
provided back-up documentation with respect to UBS's expenses.

A schedule of the agreed reductions and other modifications to
final fee applications is available for free at:

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

The Court will consider final fee applications on May 3, 2011.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Files Supplement to 1st Qtr. Status Report
----------------------------------------------------------
GGP, Inc. and its debtor affiliates submitted to Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York, as supplement to their post-confirmation status report,
a quarterly disbursement schedule for the period ended
March 31, 2011.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that the Reorganized Debtors made disbursements
totaling $837,498,000 during the quarter ended March 31, 2011.

A schedule of the quarterly disbursement is available for free
at http://bankrupt.com/misc/ggp_1Q2011Disbursements.pdf

GGP and its units on April 15, 2011, filed their third post-
confirmation status report.

The Reorganized Debtors relate that on March 31, the Bankruptcy
Court entered a final decree order closing the Chapter 11 cases
of 128 debtors effective as of March 30.

The Reorganized Debtors continue to diligently pursue
consummation, and a final decree closing, of the remaining
reorganized debtors' Chapter 11 cases.

The Reorganized Debtors reveal that they continue to evaluate and
resolve the approximately 10,000 proofs of claim and
approximately 6,000 scheduled claims filed in their Chapter 11
cases.  The Reorganized Debtors add that they have undertaken a
comprehensive claims reconciliation process that includes the
filing of 88 omnibus claims objections and two omnibus schedule
amendment motions that have, to date, resolved more than 4,900
proofs of claim representing more than $1.8 billion in asserted
claim amounts and reduced nearly 600 of their scheduled claims by
approximately $3.8 million.  The Reorganized Debtors have also
resolved or settled nearly 8,600 proofs of claim and scheduled
claims, collectively representing an asserted value of
approximately $126 billion through informal negotiations with
creditors.

The claims resolution process is ongoing and the
Reorganized Debtors anticipate filing additional objections
addressing a substantial portion of the remaining filed proofs of
claim where consensual resolution with the creditors cannot be
achieved, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges
LLP, in New York, said in court papers.

The Reorganized Debtors also relate that the U.S. Trustee has
requested them to attach to each post-confirmation status report
a disbursement schedule, illustrating the total disbursements
made by each Debtor during the preceding fiscal quarter.  The
Reorganized Debtors disclose that they are not filing the
disbursement schedule for the first fiscal quarter 2011
contemporaneously with the Third Status Report, but will
supplement the Status Report with the quarterly disbursement
schedule as soon as practicable.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Debtors, U.S. Trustee Oppose Brown Rudnick's Fees
-----------------------------------------------------------------
Reorganized GGP and Tracy Hope Davis, United States
Trustee for Region 2, oppose Brown Rudnick LLP's request for
final allowance of fees and expenses aggregating $3,375,483,
incurred in connection with its role as counsel to holders of
$1.55 billion 3.98% Exchangeable Notes due 2027.

Brown Rudnick seeks its fee award for services rendered from
March 19, 2009 through November 30, 2010 under Section
503(b)(3)(D) of the Bankruptcy Code.

"Although Brown Rudnick attempts to take credit for steering the
success of the Reorganized Debtors' Chapter 11 cases, it must
concede as a result of the efforts of all the parties-in-
interest, including Brown Rudnick, the Reorganized Debtors
confirmed their Third Amended Plan of Reorganization, which
resulted in payment in full of all unsecured debt " counsel to
the Reorganized Debtors, Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in New York, points out.

Mr. Youngman contends that Brown Rudnick's efforts, which were
calculated to benefit the Exchangeable Notes holders first and
foremost and which were no different than what the lawyers for
many other constituencies did, do not warrant any reimbursement
as a substantial contribution to the Chapter 11 cases, much less
the $3.4 million sought from the Reorganized Debtors.
Essentially, the actions taken by Brown Rudnick fall far short of
constituting the type of "extraordinary actions" courts have held
creditors must have performed to be reimbursed under Section
503(b)(3)(D), he insists.

The fees and expenses sought are also not reasonable, Mr.
Youngman argues.  Browk Rudnick's fees far exceeded the fees and
expenses claimed by other counsel to indenture trustee and many
of its services were duplicative of the work performed by Foley &
Lardner, LLP, counsel to Wilmington Trust Company, he points out.
Indeed, a significant percentage of Brown Rudnick's fees were
incurred after General Growth Properties, Inc. announced it
intended to pay creditors in full, he asserts.

The U.S. Trustee objects to Brown Rudnick's request because:

  (1) Brown Rudnick has not met its burden of proof to show that
      it made a substantial contribution to the Reorganized
      Debtors' estates as is required by the Bankruptcy Code and
      applicable case law.

  (2) Brown Rudnick is, in essence, seeking reimbursement for
      its professional fees rendered to a member of the Official
      Committee of Unsecured Creditors, which is not compensable
      pursuant to Section 503(b)(3)(F).

  (3) Even if the Court were to determine that a substantial
      contribution was made by the relevant parties in these
      Chapter 11 cases, the fees and expenses that Brown Rudnick
      seeks, which include fees and expenses for services
      rendered, are not reasonable.

The Court will consider Brown Rudnick's application on May 3,
2011.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Former Execs. Sue Over Slashed Retirement Benefits
------------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that more than 100
former General Motors Corp. executives filed suit under the
Employee Retirement Income Security Act in Michigan on Monday,
saying they are owed pension benefits that were cut during the
company's bankruptcy proceedings.

According to Law360, the plaintiffs said that General Motors LLC
has improperly administered provisions of the executives'
retirement plan that calls for reducing benefits over $100,000 per
year by erroneously counting income from a separate retirement
plan toward that total.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.


GENTA INC: Has 151.33 Million Outstanding Common Shares
-------------------------------------------------------
Genta Incorporated informed the U.S. Securities and Exchange
Commission that the number of outstanding shares of its common
stock par value $0.001 as of May 6, 2011, is 151,338,423.

                     About Genta Incorporated

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

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

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

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

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


GIORDANO'S ENTERPRISES: Court Orders Trustee to Take Over
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge ordered a Chapter 11
trustee to take over Giordano's Enterprises Inc.'s bankruptcy case
after a federal watchdog said it was unclear who's running the
legendary Chicago pizza chain.

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Kevin H Morse, Esq., and Michael L.
Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GSH HOLDINGS: Moody's Puts 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 Corporate
Family Rating to GSH Holdings, the parent company of Harmony Foods
Corporation d/b/a Santa Cruz Nutritionals.  Moody's also assigned
an instrument rating of B3 to up to $115 million of proposed
senior secured notes currently being offered by Harmony Foods
Corporation under Rule 144A of the Securities Act.  The outlook is
stable.

The proposed senior secured notes originally were offered in the
amount of $105 million; however, the company plans to expand size
of the offering by $10 million.  The proceeds from the note
offering will be used primarily to retire a $41 million existing
credit facility, fund a $65 million cash distribution to the
equity sponsor Levine Leichtman Capital Partners and related
parties (including a $20 million redemption of subordinated
notes), and pay $8.5 million in fees and expenses.

Ratings (LGD Assessments) Assigned

GSH Holdings, Inc.:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3

Harmony Foods Corporation d/b/a Santa Cruz Nutritionals:

  -- Senior secured debt at B3, LGD3 (46%)
  -- Other non-rated debt within the corporate family includes
     $20 million of proposed sponsor-held holding company notes at
     SCN Holdco, Inc. (parent company of GSH Holdings); and a
     $10 million undrawn senior secured bank revolving credit
     facility at Harmony Foods Corporation that ranks pari-passu
     with the senior secured notes.

                          Rating Rationale

The B3 Corporate Family Rating reflects the company's small size
at approximately $85 million in run-rate revenues, relatively high
financial leverage of approximately 5 times EBITDA, narrow product
lines, and its private equity ownership that typically represents
decapitalization risk.  The rating is supported by the company's
strong market shares in the growing confection-based soft-chew
nutraceuticals category, organic annual sales growth rate in
excess of 20%, high operating margins, and attractive industry
growth trends.

The B3 rating on the senior secured notes reflects the
preponderance of secured debt in the proforma capital structure.
The $20 million of proposed unsecured holding company debt and
other unsecured claims that rank below the senior secured debt are
not significant enough to warrant rating lift.

Before an upgrade would be considered, Santa Cruz would need to
generate steady organic revenue growth, maintain stable margins,
and substantially reduce financial leverage.  Quantitatively, SCN
would likely need to sustain debt/EBITDA below 4 times before an
upgrade would be warranted.

A downgrade could occur if operating performance deteriorated such
that sales growth weakened materially, EBITA margins fell sharply,
or debt/EBITDA rose above 6.0 times.  In addition, a downgrade
could occur if further shareholder distributions caused credit
metrics to weaken materially.

Harmony Foods Corporation d/b/a/ Santa Cruz Nutritionals is the
leading formulator and manufacturer of gummy nutraceuticals in the
United States.  The company estimates that it has an over 50%
market share of gummy nutraceutical products sold in the United
States and is typically the sole supplier of its products to
customers.  The company's products are currently grouped into
five main categories: children's nutraceuticals (47%), adult
nutraceuticals (20%), organic (11%), sports nutrition (9%) and
fruit snacks (13%). For the most recently reported LTM period
ended December 2010, sales approximated $82 million.

The principal methodology used in rating GSH Holdings was the
Global Packaged Goods Industry Methodology published n July 2009.


HACIENDA GARDENS: Court OKs Dismissal of Reorganization Case
------------------------------------------------------------
The Hon. Charles Novack of the U.S. Bankruptcy Court for the
Northern District Of California dismissed that Chapter 11 case of
Hacienda Gardens, LLC.

As reported in the Troubled Company Reporter on April 21, 2011,
the dismissal of its bankruptcy case was conditioned upon:

   (a) payment in cash of all allowed and undisputed unsecured
       and priority claims;

   (b) deposit into an attorney trust account for 180 days after
       dismissal the sums necessary to pay its disputed claims;
       and

   (c) the granting of a deed of trust to secure payment of
       remaining administrative and unsecured claims, whose
       holders agree to payment of their deferred claims in this
       manner.

The Debtor and its creditors believe that dismissal is now in the
best interest of creditors and the estate.  They have negotiated a
division of proceeds from the sale of the commercial and retail
portion of The Hacienda Garden Shopping Center to Michael T.
LaBarbera for $17 million cash.

With the LaBarbera sale having closed, the Debtor says it is
prepared to pay in cash its allowed and priority claims other than
one disputed claim for which cash will be held in trust, and the
creditors who have agreed to accept a lien and deferred payment.
Hence, the Debtor insists, dismissal of its case is appropriate
under the circumstances.

The Debtor was represented by:

         Michael W. Malter, Esq.
         Robert G. Harris, Esq.
         Roya Shakoori, Esq.
         Kristina A. Parson, Esq.
         BINDER & MALTER, LLP
         2775 Park Avenue
         Santa Clara, CA 95050
         Tel: (408) 295-1700
         Fax: (408) 295-1531

                   About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-55423) on May 24, 2010.  The Company
estimated assets and debts at $10 million to $50 million.


HARRY & DAVID: Reaches Deal with Committee, Noteholders on Plan
---------------------------------------------------------------
Harry & David Holdings, Inc., has reached a resolution with the
Official Committee of Unsecured Creditors in the Company's chapter
11 cases and holders of approximately 81 percent of the Company's
public notes on the structure of a consensual Chapter 11 Plan.  As
part of this resolution, the Official Committee of Unsecured
Creditors have committed their support to an amended Chapter 11
Plan structure and withdrew all objections to the Company's
motions seeking approval of post-petition financing and certain
plan-related relief.

As part of the settlement, the unsecured creditors will drop their
objections to Harry & David's bankruptcy financing and rights
offering proposals

The Company also announced that it has received final Bankruptcy
Court approval for a $100 million first-lien debtor-in-possession
revolving credit facility provided by the Company's secured
lenders and for a $55 million second-lien DIP term loan provided
by a group of holders of the Company's public notes.  The court
has also given final approval for up to $100 million in exit
financing, which will be provided by the Company's current
lenders, as well as for an amended agreement by supporting
noteholders to backstop a $55 million rights offering that will
provide Harry & David with the necessary equity financing to
emerge from Chapter 11.

"We are pleased that we were able to reach a consensus with our
major constituents on the structure of a Chapter 11 Plan and that
we have received the Court's final approval of our financing, both
of which are key steps forward in our efforts to restore Harry &
David to financial health," said Kay Hong, Chief Restructuring
Officer and interim Chief Executive Officer.  "We look forward to
implementing our reorganization plan in order to emerge from this
process as a stronger, healthier and more competitive company."

As previously announced, the Company initiated voluntary Chapter
11 reorganization proceedings on March 28, 2011.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

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

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARRY & DAVID: Gets Okay to Set Rights Offering Record Date
-----------------------------------------------------------
Harry & David Holdings, Inc. issued this notice regarding its
chapter 11 cases

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re HARRY & DAVID HOLDINGS, INC, et al.,(1) Debtors., Chapter
11, Case No. 11-10884 (MFW), (Jointly Administered)

NOTICE OF ENTRY OF ORDER (I) AUTHORIZING THE DEBTORS TO DISTRIBUTE
AN ACCREDITED INVESTOR QUESTIONNAIRE TO THEIR PUBLIC NOTEHOLDERS,
(II) APPROVING PROCEDURES RELATED THERETO AND (III) SETTING RIGHTS
OFFERING RECORD DATE

PLEASE TAKE NOTICE OF:

1. On April 5, 2011, the above-captioned debtors (collectively,
   the "Debtors") filed a motion for authority to, among other
   things, (a) distribute an "Accredited Investor Questionnaire"
   to the holders of their public notes (collectively, the "
   Noteholders"), (b) establish procedures related thereto and (c)
   set a rights offering record date (Docket No. 115) (the
   "Accredited Investor Motion").(2)

2. On May 10, 2011, the Court entered an order granting the
   Accredited Investor Motion (Docket No. 287) (the "Accredited
   Investor Order").  The Accredited Investor Order establishes,
   among other things, a Rights Offering Record Date of May 13,
   2011 at 5:00 p.m. New York City time and procedures the Debtors
   will use to determine which of their Noteholders are or are not
   Accredited Investors (the "Accredited Investor Procedures").

3. Copies of the Accredited Investor Motion and the Accredited
   Investor Order are available (a) free of charge on the website
   of the Subscription Agent, The Garden City Group, Inc., at
   http://www.gcginc.com/cases/hador (b) for a fee at the Court's
   website at http://www.deb.uscourts.gov.

(1) The Debtors are the following four entities (the last four
    digits of their respective taxpayer identification numbers, if
    any, follow in parentheses): Harry & David Holdings, Inc.
    (4389); Harry and David (1765); Harry & David Operations, Inc.
    (1427); Bear Creek Orchards, Inc. (7216). The address of each
    of the Debtors is 2500 South Pacific Highway, Medford, Oregon
    97501.

(2) Capitalized terms not otherwise defined herein shall have the
    meanings given to them in the Accredited Investor Motion.

                     About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

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

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


INFOGROUP INC: Moody's Affirms B1 CFR; Puts B1 Rating on Bank Debt
------------------------------------------------------------------
Moody's Investors Service affirmed infoGROUP, Inc.'s B1 corporate
family rating and B2 probability of default rating. Moody's also
assigned a B1 rating to the proposed senior secured credit
agreement, consisting of a $50 million revolving credit facility
due 2016 and $410 million term loan due 2018. The ratings outlook
remains stable.

Ratings assigned:

   -- Proposed $50 million senior secured revolving credit
      facility due 2016 at B1 (LGD3, 33%);

   -- Proposed $410 million senior secured term loan due 2018 at
      B1 (LGD3, 33%).

Ratings affirmed:

   -- Corporate family rating at B1;

   -- Probability-of-default rating at B2.

   -- Ratings affirmed and to be withdrawn at transaction closing;

   -- Senior secured revolving credit facility due 2015 at B1
      (LGD3, 31%);

   -- Senior secured term loan due 2016 at B1 (LGD3, 31%).

Ratings Rationale

Proceeds from the proposed credit agreement will be used to
refinance the existing credit facility and fund a dividend to the
equity sponsor.

The ratings affirmation reflects Moody's view that infoGROUP's
credit metrics remain consistent with the B1 ratings category,
even as the proposed refinancing increases leverage.

infoGROUP's B1 corporate family rating reflects its moderately
high pro forma leverage of over 4.0 times (adjusted for the
proposed financing and including Moody's standard analytical
adjustments), aggressive financial policy given the magnitude of
the proposed dividend, increased debt levels, relatively soft
revenue trends, and exposure to highly cyclical marketing spending
trends. Notwithstanding these concerns, the rating is supported by
pro forma credit metrics that are appropriate for the ratings
category, the company's ability to improve EBITDA through cost
reductions, and the expectation that a recovery in industry
marketing spending should support growth.

The stable ratings outlook reflects Moody's expectation that
infoGROUP will modestly improve its earnings and reduce debt
levels such that debt to EBITDA is reduced to 4.0 times and EBITDA
less capex coverage of interest expense will remain above 3.0
times over the next year. The outlook also reflects Moody's
expectation that there will not be additional dividend payments
and that any acquisitions will be bolt-on in nature.

The ratings could be downgraded if revenues/earnings weaken from
current levels such that debt to EBITDA exceeds 5.0 times or
EBITDA less capex coverage of interest expense is less than 2.0
times. Another dividend and/or debt-financed acquisition could
also pressure the ratings.

Moody's could upgrade infoGROUP's ratings if it can demonstrate
meaningful organic revenue and earnings growth such that debt to
EBITDA sustainably approaches 3.0 times and free cash flow to debt
is sustained above 8%, while maintaining a conservative posture
with respect to acquisitions and dividends.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

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

Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.


INNKEEPERS USA: Midland, Lehman Ali Say New Plan Unconfirmable
--------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that two primary secured creditors, Lehman Ali Inc. and Midland
Loan Services Inc. say Innkeepers USA Trust's newly revised
reorganization plan can't be confirmed.  Like Midland, Lehman Ali
says the plan violates a court-approved agreement among the
parties by allowing Apollo Investment Corp., Innkeepers' owner, to
have a recovery that could amount to several million dollars.
Lehman Ali and Midland both contend the revised plan takes money
out of their pockets and gives it to Apollo.  Lehman Ali, a non-
bankrupt subsidiary of Lehman Brothers Holdings Inc., has $238
million in floating-rate mortgages on 20 of the Innkeepers
properties.  Midland is the servicer for $825 million of fixed-
rate mortgage debt on 45 hotels.

The hearing on the disclosure statement explaining Innkeepers'
revised plan was moved from May 10 to May 11.

                      Revised Chapter 11 Plan

Mr. Rochelle reports that Innkeepers USA Trust filed a revised
reorganization plan May 9 along with an updated disclosure
statement incorporating the outcome of last week's auction where
Cerberus Capital Management LP and Chatham Lodging Trust emerged
as the winning bidders.

The terms of the revised plan are:

    * Lehman Ali Inc. will be paid in full, although the amount of
      cash it is to be paid remains blank.  Lehman Ali, a non-
      bankrupt subsidiary of Lehman Brothers Holdings Inc., has
      $238 million in floating-rate mortgages on 20 of the
      properties.

    * Midland will recover almost 88% although the revised plan
      does not say exactly what Midland will receive under the
      plan.

    * Holders of $131.3 million in mezzanine loans against the 65
      hotels will recover about 12%.  The disclosure statement has
      a blank where the amount of the cash payment to the
      mezzanine lenders is mentioned.

    * General unsecured creditors, with as much as $7 million in
      claims, will split up $4.65 million cash.  Their recovery
      will range from 67.6% to almost full payment.  About
      $70 million in loans made during the Chapter 11 case will be
      paid off from the purchase price paid by Cerberus and
      Chatham.

    * There will be no recovery for equity holders, including
      Apollo Investment Corp. which acquired the company in July
      2007 in a $1.35 billion transaction. In return for a
      release, Apollo will pay Midland $3 million.

    * The Hilton Suites hotel in Anaheim, California, will be
      turned over to the Lehman parent that controls the mezzanine
      debt.  The special servicer for the mortgage on the Hilton
      in Ontario, California, will take over the property and
      provide cash for what the disclosure statement calls a
      "small percentage recovery" for unsecured creditors.

                 Sale to Cerberus and Chatham

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.

                    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.


IPALCO ENTERPRISES: Moody's Gives Note Offering 'Ba1' Rating
------------------------------------------------------------
Moody's Investors Services has assigned a Ba1 rating to IPALCO
Enterprises, Inc.'s (IPALCO) $400 million senior secured note
Offering.  The rating outlook is stable.

Proceeds from the offering will be used to commence a tender offer
to purchase for cash any and all of the outstanding $375 million
senior secured notes maturing in November 2011, to redeem any of
the notes remaining outstanding after completion of the tender
offer, and to pay any related fees and expenses.  IPALCO is the
parent holding company of Indianapolis Power & Light Company (IPL:
Baa2 senior unsecured, stable outlook), a vertically integrated
utility that provides retail electric service in and around the
city of Indianapolis.  IPALCO's cash flows are comprised solely of
dividends up-streamed from IPL.

Ratings Rationale

IPALCO's Ba1 senior secured rating reflects its 100% ownership by
spec-grade rated AES Corporation (AES: B1 Corporate Family Rating,
positive outlook) and a leveraged consolidated balance sheet
offset in part by adequate financial metrics and a supportive
regulatory environment.  IPALCO is one of AES' largest and most
stable sources of cash, with dividends averaging approximately
$72 million over the past three years or approximately 94% of its
consolidated net income.

While IPALCO's consolidated financial performance is expected to
weaken slightly in 2011, the company remains solidly positioned
in the high Ba-rating category.  Specifically, Moody's expects
IPALCO's key consolidated financial metrics of cash flow from
operations pre-changes in working capital (CFO-pre WC ) to debt
and cash flow coverage of interest expense to be approximately
11.0% and 2.6 times, respectively, in 2011 compared to the three-
year average of 12.6% and 2.8 times, respectively, during the
period 2008-2010.  The primary drivers for the reduced near-term
performance include increased costs associated with a planned
plant outage and reduced revenue from wholesale power sales.
These metrics, however, are expected to improve to slightly more
than 12% and 3 times, respectively, in 2012.

During 2011, IPL intends to place a unit of its large coal-fired
Petersburg generation station into an extended outage to allow for
the installation of upgraded environmental control equipment.  In
addition to increased costs, the outage will reduce the amount
of electric generation produced by the company. IPL is long
generation, meaning its electric production capacity generally
exceeds the load requirement from its service territory and it
typically sells excess generation into the wholesale MISO market.
During the past five
years, wholesale revenues accounted for approximately 6% of
IPALCO's total electric revenues. More normal operating activities
are expected beginning 2012.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

IPALCO Enterprises, Inc., is headquartered in Indianapolis,
Indiana.


K-V PHARMACEUTICAL: Registers 20.03MM Common Shares
---------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the possible offer by its stockholders to sell up to 20,038,410
shares of the Company's Class A Common Stock issuable upon the
exercise of warrants held by the selling stockholders.  The
Company will not receive any of the proceeds from the exercise of
the warrants or from the sale of the shares of the Company's Class
A Common Stock by the selling stockholders.

Except for underwriting discounts and selling commissions, which
may be paid by the selling stockholders, the Company has agreed to
pay the expenses incurred in connection with the registration of
the shares of Class A Common Stock covered by the prospectus.

The selling stockholders may sell the shares of Class A Common
Stock from time to time at market prices prevailing at the time of
sale, prices related to prevailing market prices or privately
negotiated prices.  The selling stockholders may sell the shares
of Class A Common Stock to or through underwriters, brokers or
dealers or directly to purchasers.  Underwriters, brokers or
dealers may receive discounts, commissions or concessions from the
selling stockholders, purchasers in connection with sales of the
shares of Class A Common Stock, or both.  To the extent required,
the shares of the Company's Class A Common Stock to be sold, the
names of the selling stockholders, the respective purchase prices
and public offering prices, the names of any agent, dealer or
underwriter, any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes the
prospectus.

The Company's Class A Common Stock is traded on the New York Stock
Exchange under the symbol "KV.A".  On May 3, 2011, the closing
price of the Company's Class A Common Stock on the NYSE was $3.52
per share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/ZlivGP

                 About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.


KAUFMAN CRAYCROFT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kaufman Craycroft Gardens, LLC
        c/o Mark Kaufman
        Kaufman Properties
        3659 E. Thousand Oaks Boulevard
        Thousand Oaks, CA 91362

Bankruptcy Case No.: 11-13209

Chapter 11 Petition Date: May 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $1,565,656

Scheduled Debts: $5,447,699

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-13209.pdf

The petition was signed by Mark Kaufman, manager/member.


KE KAILANI: Parties Agree on Dismissal; Hearing on May 16
---------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii will convene a hearing on May 16, 2011, at
9:30 a.m., to consider the motion to dismiss the Chapter 11 case
of Ke Kailani Development, LLC.  Objections, if any, are due
May 11.

Pursuant to the stipulation, Ke Kailani Partners LLC, a secured
creditor of the Debtor, is asking for the dismissal of the
Debtor's case.

The stipulation is entered between the Debtor, secured creditors
KKP and the Ke Kailani Community Association, The Association of
Villa Owners of Ke Kailani and Mauna Lani Resort Association.

KKP related that on March 31, the Court entered an order granting
KKp's motion to determine that the Debtor is a single asset real
estate Debtor.  On May 2 hearing, KKP renewed its motion for
relief of stay to proceed with the foreclosure action and appeal
filed on Jan. 25.  The Debtor informed the Court that it is unable
to comply with the SARE order and orally withdrew its objection to
MFR.  At the hearing, the parties also agreed to will seek a
consensual dismissal of the Chapter 11 case.

KKP added that the stipulation will bar the Debtor to file
subsequent voluntary petition until the closing of a sale of the
property, subject to the foreclosure action.

KKP is represented by:

         RUSH MOORE LLP
         A Limited Liability Law Partnership
         Susan Tius, Esq.
         737 Bishop Street, Suite 2400
         Honolulu, HI 96813-3862
         Tel: (808) 521-0406
         Fax: (808) 521-0497
         E-mail: stius@rmhawaii.com

         STARN O'TOOLE MARCUS & FISHER
         A Law Corporation
         Terence J. O'Toole, Esq.
         Sharon V. Lovejoy, Esq.
         Richard J. Wallsgrove, Esq.
         733 Bishop Street, Suite 1900
         Honolulu, HI 96813
         Tel: (808) 537-6100
         E-mail: Totoole@starnlaw.com
                 Slovejoy@starnlaw.com
                 Rwallsgrove@starnlaw.com

                  About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 11-00019) on Jan. 5, 2011.  The Debtor disclosed
$43,573,092 in total assets, and $28,138,767 in total liabilities.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, with a $22 million claim.


KENTUCKIANA MEDICAL: Must Raise $11 Million to Avert Liquidation
------------------------------------------------------
Ben Zion Hershberg at DNJ.COM reports that officers of the
Kentuckiana Medical Center hope to raise $11 million from a
California-based venture capital firm to avoid a liquidation order
at a June 2 bankruptcy hearing.  "Everyone hopes" we can raise the
money by June 2, the report quotes David Cantor, the medical
center's bankruptcy lawyer, told U.S. Bankruptcy Judge Basil Lorch
at a hearing Tuesday in his New Albany courtroom.

According to the report, the hospital has continued operating its
26 beds and obtained new financing to pay off $2.5 million in debt
to a Tennessee bank that initially forced it into bankruptcy.  But
other debts haven't been paid and creditors on Tuesday continued
to seek payments or guarantees that they will be paid.

                     About Kentuckiana Medical

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.


KEY DEVELOPERS: Payment to Management Firm Not Avoidable
--------------------------------------------------------
Under Bankruptcy Code section 550, a bankruptcy trustee may
recover the value of an avoided transfer from the immediate
transferee of the initial transferee unless the immediate
transferee proves that it took the transfer for value, in good
faith, and without knowledge of its voidability.  In this case,
the Debtor, as developer of a condominium project, made a series
of avoidable transfers to the condominium association, which in
turn paid the Defendant management company for monthly management
services.  Under the circumstances, the Court concludes that the
Defendant management company took the transfers for value, in good
faith, and without knowledge of the voidability of the transfers.
Accordingly, summary judgment will be entered in favor of the
Defendant.

Key Developers Group, LLC, developed The Place at Channelside, an
urban mixed-use development project containing 244 residential
condominium units, along with retail space and amenities, located
in the Channelside Drive district in Tampa, Florida.  During
development, Key Developers Group created The Place at Channelside
Condominium Association, Inc., to maintain, operate, and manage
The Place upon completion.  Key Developers Group was required to
pay dues and fees and to provide shortfall funding to the COA with
respect to management of The Place.

During the 90 days before the Petition Date, the Debtor
transferred a total of $60,000 to the COA's bank account to pay
expenses of the COA.  An additional $60,000 was debited from the
Debtor's bank account and credited to the COA's bank account on
March 6, 2008, the day after the Petition Date.  The COA, in turn,
paid Greenacre a total of $48,112.35 from the Pre-Petition and
Post-Petition Transfers for property management services.

The Liquidating Trustee brought the adversary proceeding (1) to
avoid the Pre-Petition and Post-Petition Transfers under
Bankruptcy Code sections 547 and 549; and (2) to recover the Pre-
Petition and Post-Petition Transfers from the COA (as the initial
transferee) and Greenacre (as the immediate transferee from the
COA) under Bankruptcy Code section 550.  Specifically, Counts I
and II of the Amended Complaint seek avoidance of the Pre-Petition
and Post-Petition Transfers made to the COA.  Counts III and IV
seek recovery of the Pre-Petition and Post-Petition Transfers from
the COA and Greenacre, respectively.

The suit is Phillip Von Kahle, as Successor Liquidating Trustee,
v. Greenacre Properties, Inc., Adv. Pro. No.: 8:10-ap-00256
(Bankr. M.D. Fla.).  A copy of Bankruptcy Judge Michael G.
Williamson's April 15, 2011 Memorandum Opinion is available at
http://is.gd/Bi94KTfrom Leagle.com.

                     About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Key Developers
sought chapter 11 protection (Bankr. M.D. Fla. Case No.
08-02929) on on March 5, 2008, represented by Scott A.
Stichter, Esq., at Stichter, Riedel, Blain & Prosser PA.  When
it filed for bankruptcy, the Debtor disclosed $100 million to
$500 million in estimated assets, and $50 million to $100 million
in estimated debts.

KeyBank National Association, the Debtor's secured lender,
proposed and prosecuted to confirmation a Chapter 11 plan for the
Debtor's estate.  The Bankruptcy Court confirmed that plan on
Sept. 9, 2008, and Marika Tolz serves as the Liquidating Trustee.
Ms. Tolz is represented by Seth P. Traub, Esq., and Steven M.
Berman, Esq., at Shumaker Loop & Kendrick, LLP, in Tampa, Fla.


LAX ROYAL: Employs Michael Sofris as General Counsel
----------------------------------------------------
LAX Royal Airport Center, LP, is authorized by the Court to employ
Michael N. Sofris, Esq., as general counsel effective as of Jan.
19, 2011.

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.


LECG CORP: Suspending Filing of Reports with SEC
------------------------------------------------
LECG Corporation filed a Form 15 notifying of its suspension of
its duty under Section 15(d) to file reports required by Section
13(a) of the Securities Exchange Act of 1934 with respect to its
common stock, $0.01 par value per share.  The holders of the notes
as of May 6, 2011, total 166.

                            About LECG

LECG is a global litigation, economics, consulting and business
advisory, and governance, assurance, and tax expert services firm
with approximately 1,100 employees in offices around the world.

LECG and certain of its subsidiaries are parties to a Credit
Agreement dated as of May 15, 2007, as amended, with the Bank of
Montreal and the syndicate bank members under the Credit
Agreement.  On Feb. 28, 2011, the parties to the Credit Agreement
entered into the Tenth Amendment and Limited Duration Waiver to
the Credit Agreement, which among things waived LECG's failure to
be in compliance with certain representations and warranties and
financial and non-financial covenants under the facility.

The Limited Duration Waiver is the fourth the Company has received
since Nov. 15, 2010.  The Term Credit Facility matures on March
31, 2011 and approximately $27.8 million is outstanding under the
facility.  The Company said it does not have sufficient resources
to repay amounts outstanding under the facility at this time.


LEHMAN BROTHERS: Paulson May Reap Up to $726MM From Debt Trades
---------------------------------------------------------------
Matt Wirz, Mike Spector and Tom McGinty, writing for The Wall
Street Journal, report that hedge-fund manager John Paulson's
Paulson & Co. is poised to reap profits between $350 million and
$726 million on Lehman trades.

The Journal relates Mr. Paulson's fund has been snatching up
Lehman debt at steep discounts since the day the investment bank
collapsed, betting prices would rise while panicked investors
fled.  Over two and a half years, Paulson & Co. purchased more
than $7 billion worth of Lehman bonds in about 1,800 transactions.
The average cost of those trades was just 13 cents on the dollar,
according to the Journal's analysis.  Some Paulson trades in the
disclosures represent transfers of bonds from one of the firm's
funds to another, slightly inflating the number of trades reported
but not the overall average cost.

The Journal also relates that a little-known hedge fund, Owl Creek
Asset Management, also bought Lehman debt right after its
downfall, and it is poised to reap a profit of as much as $71.6
million, the Journal analysis shows. Owl Creek representatives
didn't respond to requests for comment.


According to the Journal, Lehman disclosures show Paulson bought
more than $251 million of Lehman bonds at about 35 cents on the
dollar on the petition date.  Paulson paid 12 cents on the dollar
for the bonds in October and as little as eight cents on the
dollar on Dec. 1, 2008.

Paulson and its group have proposed a bankruptcy repayment plan
for the Debtors.  If that Plan is approved, Paulson stands to make
a profit of about $726 million on the bond trades, a 78% return,
according to the Journal's analysis.

Creditors of Lehman's operating subsidiaries, led by Goldman Sachs
Group Inc. and hedge-fund Silver Point Capital LP, have proposed
an alternative plan that would only give bondholders 16 cents on
the dollar.  According to the Journal, even under that scenario,
Paulson would earn a profit of about $350 million, or a 38%
return, the analysis shows. The Paulson-led bondholders may ask
these other creditors to reveal details of their trades.

The Journal notes Owl Creek paid 13 cents on the dollar for its
bonds, on average, a far lower price than several other hedge
funds that placed bets on the debt.  If bondholders recover 25
cents on the dollar, Owl Creek would turn a nearly $72 million
profit, a 94% return on its $76 million investment.

The Journal notes the figures are based on plans being considered
in a federal bankruptcy court in New York and a Wall Street
Journal analysis of investment disclosures related to the case.

                     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)


LEVELLAND/HOCKLEY: Wants Quick Approval of Tenaska Supply Deal
--------------------------------------------------------------
The Lubbock Avalanche-Journal reports that Levelland/Hockley
County Ethanol filed a motion in the U.S. Bankruptcy Court seeking
expedited approval of the agreement with Tenaska BioFuels, a
subsidiary of Tenaska Energy, to put the plant, closed since
December, back to work.

Tenaska supplies grain, natural gas and "denaturants" -- chemicals
that make ethanol poisonous -- and then markets the ethanol and
distilled grains the facility produces.  Under the agreement, the
plant would receive the net sales as processing fees for the work
minus a fee in the range of 2.5% to 3.5% to Tenaska on the ethanol
sales.

In the pleading, the plant's management says the agreement
benefits the plant and its creditors because it would demonstrate
the plant's operational capacity and maximize its asset value, the
report says.

"While operating, the Debtor expects to propose a plan of
reorganization that will repay all creditors and retain some value
for its members that may be funded by new investment, a market
purchaser or even through its operations alone," says the report,
citing papers filed with the Court.

                      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.


LINN ENERGY: S&P Affirms 'B+' CCR; Outlook Revised to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Linn Energy LLC and revised the outlook to
positive from stable.

"At the same time we assigned a 'B' rating to Linn's proposed
$750 million senior unsecured notes , one notch below the
corporate credit rating, with a recovery rating of '5', indicating
our expectation of modest recovery (10% to 30%) in the event of a
payment default," S&P stated.

"The outlook revision reflects the potential for an upgrade
over the next 12 months if Linn can maintain debt leverage of
3.5x or less, while continuing to pursue its acquisitive growth
strategy," said Standard & Poor's credit analyst Paul B. Harvey.
"We expect Linn to continue its mix of debt and equity funding for
acquisitions, of which it has announced over $800 million year-to-
date." In addition, the positive outlook reflects Linn's balance
of natural gas and crude oil and natural gas liquid (NGL) reserves
and production.

The ratings on Linn Energy LLC reflect the company's growing
midsize reserve base, aggressive financial leverage, and
substantial quarterly distributions paid to unitholders. The low
geological risk inherent in the company's reserve base, balanced
production mix between natural gas and liquids, and substantial
commodity price hedges partially offset these weaknesses.

Linn Energy is a limited liability company. However, it resembles
a master limited partnership (MLP) in several ways, and Standard &
Poor's generally refers to the company as an exploration and
production MLP. Most notably, Linn Energy pays out substantially
all available cash flow to unitholders on a quarterly basis, and
equity investors tend to value the company on a yield basis.
Unlike an MLP, there is neither a general partnership interest nor
incentive distribution rights.

The rating outlook is positive. An upgrade is possible over the
next 12 months if Linn is able to maintain adjusted debt leverage
of about 3.5x or less and distribution coverage of at least 1.1x.
We believe Linn may at times exceed its debt leverage target given
its acquisition-driven growth strategy. Ratings could stabilize if
run-rate debt leverage exceeds 4x with no near-term remedy, or
reported distribution coverage falls below 1x.


LOGIC DEVICES: Posts $104,500 Net Loss in March 31 Quarter
----------------------------------------------------------
LOGIC Devices Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $104,500 on $573,400 of net revenues
for the three months ended March 31, 2011, compared with a net
loss of $418,400 on $553,200 of net revenues for the three months
ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $391,500 in total liabilities, and stockholders'
equity of $2.3 million.

As reported in the Troubled Company Reporter on Jan. 3, 2011,
Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about LOGIC Devices' ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations and requires
additional funds to maintain its operations.

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

                       http://is.gd/Hke55z

                       About LOGIC Devices

Sunnyvale, Calif.-based LOGIC Devices Incorporated (Nasdaq: LOGC)
-- http://www.logicdevices.com/-- develops and markets high-
performance, low power digital integrated circuits and integrated
modules that perform high-density storage and signal/image
processing functions.

The Company's products are used in video broadcasting, medical
imaging, military, industrial, embedded, and telecommunications
markets.


MARONDA HOMES: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Maronda Homes, LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.

                       About Maronda Homes

Maronda Homes, Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., at Manion Mcdonough & Lucas, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $100 million to $500 million and debts at $50 million to
$100 million.

Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa.
Case No. 11-22424) simultaneously filed separate Chapter 11
petitions on April 18, 2011.


MASTEC INC: S&P Affirms 'BB-' CCR on Improved Credit Measures
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on MasTec Inc. "At the same
time, we revised our outlook to positive from stable," S&P noted.

"The outlook revision reflects the potential for a rating upgrade
if MasTec continues to perform better than our expectations for
the 'BB-' corporate credit rating," said Standard & Poor's credit
analyst Sarah Wyeth. "We expect the company's revenues to continue
growing through 2011 because of acquisitions and strength in some
end markets, including wireless and natural gas. We also expect
MasTec to maintain its 10% operating margin, which could result in
total debt to EBITDA of less than 2x."

Standard & Poor's ratings on MasTec reflect the company's
significant financial risk profile and its weak business risk
profile, characterized by exposure to the cyclicality of the
company's primary end markets (the telecom and utilities
industries) and significant customer concentration. MasTec is
one of the 10 largest specialty engineering and construction
contractors in the U.S. and has annual revenues of over
$2 billion.

The outlook is positive. "We could raise the ratings if the
company appears likely to maintain its improved credit measures
and if it adheres to a financial policy that could support a
higher rating," said Ms. Wyeth. "On the other hand, we could
revise the outlook to stable if we expect the company's
operating performance to deteriorate or if we expect a debt-
financed acquisition to result in total debt to EBITDA of about
3.5x for an extended period."


MAUI LAND: Deregisters Unsold 1.43MM Common Shares Offering
-----------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed a Post-Effective
Amendment No. 1 to the registration statement on Form S-3,
pertaining to the registration of 1,432,836 shares of the
Company's common stock issuable upon conversion of senior secured
convertible notes.

On Aug. 3, 2010, the Company repurchased all of the then
outstanding Convertible Notes.  None of the shares of Common Stock
were issued under the Convertible Notes prior to the repurchase of
the Convertible Notes.  Accordingly, all of the 1,432,836 shares
of Common Stock remain unsold.

Pursuant to the undertaking made by the Company in the
Registration Statement to remove from registration by means of a
post-effective amendment any of the Common Stock being registered
that remain unsold at the termination of the offering, the Company
is filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister all of the Common Stock that remains
unsold under the Registration Statement.

                About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- is a landholding, real estate development
and asset management company headquartered in Maui, Hawaii.  The
Company owns approximately 24,000 acres of land on Maui, including
its principal development, the Kapalua Resort, a 1,650 acre
master-planned, destination resort community.

The Company's balance sheet at Dec. 31, 2010 showed $90.40 million
in total assets, $114.65 million in total liabilities and $24.25
million in stockholders' deficiency.

                             Liquidity

Included in net income for 2010 were two significant non-cash
items; (1) the $16.6 million in settlement and curtailment gains
from the termination of postretirement health and life insurance
benefits, and (2) the $27.6 million gain from the 2009 sale of the
Plantation Golf Course.  The Company reported negative cash flows
from operations of $9.4 million for the year ended Dec. 31, 2010,
which included $5.9 million of income tax refunds received.  The
Company had an excess of current liabilities over current assets
of $25.7 million and a stockholders' deficiency of $24.2 million
at Dec. 31, 2010.  The excess of current liabilities over current
assets is primarily due to deferred revenues related to the sale
of the PGC and the Kapalua Bay Golf Course that are expected to be
recognized in income in 2011.

The Company has two primary credit facilities that have financial
covenants requiring among other things, a minimum of $4 million in
liquidity, a maximum of $175 million in liabilities, and a
limitation on new indebtedness.  Failure to satisfy the minimum
liquidity covenants or to otherwise default under one credit
agreement could result in a default under both credit agreements
resulting in all outstanding borrowings becoming immediately due
and payable.  The Company has pledged a significant portion of its
real estate holdings as security for borrowings under these credit
facilities.

                       Going Concern Doubt

Deloitte & Touche LLP, in its audit report on the Company's
financial statements for 2010, said, "the Company's recurring
negative cash flows from operations and deficiency in
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern."  Deloitte & Touche also
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.

The Company said in the Form 10-K that its cash outlook for the
next twelve months and its ability to continue to meet its
financial covenants is highly dependent on selling certain real
estate assets in a difficult market.  If the Company is unable to
meet its financial covenants resulting in the borrowings becoming
immediately due, the Company would not have sufficient liquidity
to repay such outstanding borrowings.  In addition, the Company is
subject to several commitments and contingencies that could
negatively impact its future cash flows, including commitments of
up to $35 million related to its investment in Kapalua Bay
Holdings, LLC to purchase the spa, beach club improvements and the
sundry store, its ongoing dispute with the Ladies Professional
Golf Association, a U.S. Equal Employment Opportunity Commission
matter related to the Company's discontinued agricultural
operations, and funding requirements related to the Company's
defined benefit pension plans.


MCCLATCHY CO: S&P Lowers CCR to 'B-' on Revenue Decline
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sacramento, Calif.-based The McClatchy Co. to 'B-' from
'B'. The outlook is stable.

"The downgrade reflects our expectation that continued declines in
advertising revenues will outweigh the company's cost reduction
measures, resulting in steadily rising debt leverage over the
intermediate term despite some modest debt reduction that will
likely occur over the near term," said Standard & Poor's credit
analyst Harold Diamond.

The 'B-' corporate credit rating on Sacramento, Calif.-based
McClatchy reflects Standard & Poor's expectation that advertising
revenues will decline at a high-single-digit percent rate in 2011,
and EBITDA will fall at a mid-double-digit pace.

"We expect the sharp cost reductions realized in 2009 and 2010
will be more increasingly difficult to achieve," said Mr. Diamond.
"We believe that debt leverage will rise as weaker operating
performance offsets debt reduction."

"The stable rating outlook reflects our expectation that the
company will be able to maintain total lease- and pension-adjusted
debt to EBITDA at less than 7x despite ongoing secular decline in
print advertising revenue. Leverage in this range would provide
some cushion in the event secular declines in print ad revenue
worsen," S&P related.

"We could downgrade McClatchy to the 'CCC' category if we become
convinced that the pace of ad revenue decline will exceed our
current expectation and the margin of compliance with financial
covenants will narrow to under 5%," said Mr. Diamond.


MESA AIR: Signs Post-Effective Date Deals with Bombardier, et al.
-----------------------------------------------------------------
The Mesa Debtors, the Reorganized Debtors, and the Liquidating
Debtors, on the one hand, and (i) Bombardier Inc., (ii)
Investissement Quebec, (iii) IHI Corporation, and (iv)
Transamerica Aviation LLC, (v) U.S. Bank National Association,
(vi) AT&T Capital Services, Inc., and (vii) Embraer S.A. -- f/k/a
Embraer-Empresa Brasileira de Aeronautica S.A. -- Rolls-Royce
plc, and Refine, Inc., on the other hand, entered into separate
post-effective date settlements regarding certain indemnity and
other claims, among others.

The Debtors are Mesa Air Group, Inc.; Mesa Air New York, Inc.;
Mesa In-Flight, Inc.; Freedom Airlines, Inc.; Mesa Airlines,
Inc.; MPD, Inc.; Ritz Hotel Management Corp.; Regional Aircraft
Services, Inc.; Air Midwest, Inc.; Mesa Air Group Airline
Inventory Management, LLC; Nilchii, Inc.; and Patar, Inc.

The Reorganized Debtors are Mesa Air Group, Inc., Mesa Air New
York, Inc., Mesa In-Flight, Inc., Freedom Airlines, Inc., Mesa
Airlines, Inc., MPD, Inc., Regional Aircraft Services, Inc., Mesa
Air Group Airline Inventory Management, LLC, and Nilchii, Inc.

The Liquidating Debtors are Ritz Hotel Management Corp., Air
Midwest, Inc., and Patar, Inc.

The terms and conditions of the Debtors' Third Amended Joint Plan
of Reorganization became effective on March 1, 2011.

Pursuant to the Plan, the Post-Effective Date Debtors are
authorized to settle or withdraw any objections to any Disputed
Claims after the Effective Date without further Court order,
subject to the consent of the Post-Effective Date Committee
consistent with the terms of the Settlement Procedures Order or
the Aircraft Rejection Damages Claims Settlement Procedures
Order, as applicable.

The Settlement Procedures Order permits the Post-Effective Date
Debtors to settle general unsecured claims equal to or less than
$250,000, and administrative, priority or secured claims equal to
or less than $150,000 without Court approval or the consent of
any other party-in-interest.

Settlements of general unsecured claims over $250,000, and
administrative, priority or secured claims over $150,000 require
the Post-Effective Date Debtors to submit a proposed settlement
for approval to the Post-Effective Date Committee.

The Post-Effective Date Committee has given its consent to the
settlement agreements among the applicable parties.

(1) Bombardier

Before the Petition Date, Mesa Airlines leased certain aircraft
from various owner trustees.  Each Aircraft was beneficially
owned by the applicable owner participant.  Mesa Air Group
guaranteed Mesa Airlines' obligations under the Leases.  The
Owner Participants financed their purchase of the Aircraft from
the various lenders.

To induce (i) the Owner Participants to purchase the Aircraft and
lease the Aircraft to the Mesa Airlines and (ii) the Lenders to
finance the Owner Participants' purchase of the Aircraft,
Bombardier agreed to issue certain limited guarantees for the
benefit of the Owner Participants and the Lenders, which provided
for certain payments that they would have otherwise received but
for the rejection of the applicable Leases by Mesa Airlines.  The
Debtors, pursuant to general indemnity agreements with
Bombardier, indemnified Bombardier for its obligations under
the Guarantees.  Mesa Air Group guaranteed Mesa Airlines'
obligations under the Indemnity Agreements.

The rejection of the Leases by the Debtors and the subsequent
foreclosure or sale of the Aircraft by the controlling party
triggered Bombardier's obligations to make the payments under the
Guarantees to the Owner Participants and the Lenders, as
applicable.  Bombardier contractually agreed to make payments in
the aggregate of $45,637,836 pursuant to the respective
beneficiaries in accordance with the terms of the Guarantees --
Bombardier Indemnity Claims.

Bombardier filed (i) Claim No. 1083 against Mesa Airlines and
(ii) Claim No. 1080 against Mesa Air Group in unliquidated
amounts for claims arising under the Indemnity Agreements for any
amounts to be paid pursuant to the Guarantees.

The Debtors, the Reorganized Debtors, and Bombardier have reached
a settlement providing, among other things, that:

    * The Bombardier Indemnity Claims will be allowed in the
      amount of (i) $45,637,836 as a Class 3(e) General
      Unsecured Claim against Mesa Airlines and (ii) $45,637,836
      as a Class 3(a) General Unsecured Claim against Mesa Air
      Group.

    * Claim Nos. 1080 and 1083 will be deemed amended in the
      allowed amounts of $45,637,836 each, and any and all other
      amounts requested by these proofs of claim will be
      disallowed.

    * The allowance of the Bombardier Indemnity Claims is in
      full and final satisfaction of all claims of Bombardier
      against the Debtors on account of the Bombardier Indemnity
      Claims.  Other than the Bombardier Indemnity Claims and
      other claims that have been previously allowed by separate
      Court order or agreement, Bombardier releases all claims,
      demands, judgments and causes of action that it may have
      against the Debtors and the Post-Effective Date Debtors.

(2) IQ

Before the Petition Date, Mesa Airlines leased certain aircraft
from an owner trustee.  General Electric Capital Corporation was
the owner trustee of the Aircraft.  Mesa Air Group guaranteed
Mesa Airlines' obligations under the Leases.  GECC financed the
purchase of the Aircraft from DVB Transport Finance Limited.

To induce (i) GECC to purchase the Aircraft and lease it to Mesa
Airlines and (ii) DVB to finance GECC's purchase of the Aircraft,
IQ agreed to issue certain limited guarantees for the benefit of
GECC and DVB, which provided for certain payments that they would
have otherwise received but for the rejection of the applicable
Leases by Mesa Airlines.  The Debtors, pursuant to general
indemnity agreements with IQ, indemnified IQ for their
obligations under the Guarantees.  Mesa Air Group guaranteed Mesa
Airlines' obligations under the Indemnity Agreements.

The rejection of the Leases by the Debtors and the subsequent
foreclosure or sale of the Aircraft by the controlling party
triggered IQ's obligations to make the payments under the
Guarantees to GECC and DVB, as applicable.  IQ made payments in
the aggregate of $11,268,135 pursuant to the respective
beneficiaries in accordance with the terms of the Guarantees --
IQ Indemnity Claims.

IQ filed (i) Claim No. 1087 against Mesa Airlines in an
unliquidated amount and (ii) Claim No. 1088 against Mesa Air
Group in an unliquidated amount for claims arising under the
Indemnity Agreements for any amounts to be paid pursuant to the
Guarantees.

After good-faith, arms-length negotiations, the Debtors, the
Reorganized Debtors, and IQ have reached a settlement that
provides, among other things:

    * The IQ Indemnity Claims will be allowed in the amount of
      $11,268,135 each, as Class 3(e) General Unsecured Claim
      against Mesa Airlines and as Class 3(a) General Unsecured
      Claim against Mesa Air Group.

    * Claim Nos. 1087 and 1088 will be deemed amended in their
      allowed amounts, and any and all other amounts requested
      by these proofs of claim will be disallowed.

    * The allowance of the IQ Indemnity Claims is in full and
      final satisfaction of all claims of IQ against the
      Debtors.  Other than the Allowed IQ Indemnity Claims, IQ
      releases all claims, demands, judgments and causes of
      action that it may have against the Debtors and the Post-
      Effective Date Debtors.

(3) IHI Corp.

IHI Corp. filed Claim No. 1092 against Mesa Airlines in the
aggregate liquidated amount of $18,284,689, of which $1,321,401
was requested as a Section 503(b)(9) administrative expense for
goods delivered and received by the Debtor within 20 days before
the Petition Date.

The Reorganized Debtors, the Liquidating Debtors, and IHI Corp.
have each independently analyzed the merits of IHI Corp.'s
asserted claims, having taken into account any postpetition
payments and desire to clarify the treatment and allowance of the
Claim.  They stipulate that:

    * IHI Corp. will have (i) pursuant to Section 503(b)(9) of
      the Bankruptcy Code, an allowed administrative expense
      claim for $889,415, and (ii) pursuant to Section 502 of
      the Bankruptcy Code, an allowed general unsecured claim
      for $17,393,043 against the estate of Mesa Airlines.

      The Unsecured Claim will be allowed as a Class 3(e)
      Unsecured Claim against Mesa Airlines.

    * The stipulation will be deemed to amend Claim No. 1092,
      and all other scheduled or filed claims for IHI Corp. are
      disallowed and expunged.

(4) Transamerica

Before the Petition Date, Mesa Airlines leased two CRJ-200
aircraft and two ERJ-145 aircraft -- each aircraft was owned by a
separate trust of which Transamerica is the beneficial owner --
pursuant to written lease agreements, which were guaranteed by
Mesa Air Group.

Bombardier Capital, Inc. financed the purchase of the CRJ
Aircraft by the Trusts, which in turn granted security interests
in each of the CRJ Aircraft to U.S. Bank, as security trustee,
for the benefit of Bombardier.  Agencia Especial de Financiamento
Industrial - Finame financed the purchase of the ERJ Aircraft by
the Trusts, which in turn granted security interests in each of
the ERJ Aircraft to U.S. Bank, as security trustee, for the
benefit of Finame.

Transamerica and the Debtors are parties to certain Participation
Agreements and Tax Indemnity Agreements related to each Aircraft.

The Debtors have rejected the Leases for each of the Aircraft.

Transamerica filed these proofs of claim:

    Claim No.                    Amount
    ---------                    ------
N841MJ Claims
        667                    $2,704,841
       1070                     2,704,841
       1436, amends 667         2,704,841
       1437, amends 1070        2,704,841
        567                     2,704,841
        568                  undetermined
        669                  undetermined
       1069                  undetermined
       1434, amends 1069       10,986,661
       1435, amends 669        10,986,661

N840MJ Claims
        668                     2,695,853
       1065                     2,695,853
       1460, amends 668         2,695,853
       1461, amends 1065        2,695,853
        566                     2,695,853
        569                  undetermined
        670                  undetermined
       1068                  undetermined
       1458, amends 1068       11,028,960
       1459, amends 670        11,028,960

N77331 Claims
       1277                       unknown
       1278                       unknown

N17337 Claims
       1273                       unknown
       1274                       unknown

Claim Nos. 667, 668, 1065, 1070, 1436, 1460, 1461, and 1437 are
still retained by Transamerica.

Claim Nos. 566, 567, 568, 569, 669, 670, 1068, 1069, 1434, 1435,
1458, and 1459 have either been disallowed by the Court or
transferred to Rolls Royce plc, Embraer - Empresa Brasileira de
Aeronautica S.A., or to Refine, Inc., as trustee for Embraer.

The Reorganized Debtors, the Liquidating Debtors, and
Transamerica, as successor to TA Air XIII Corp. and Transamerica
Aviation 429/448 Corp., have reached a settlement that resolves
the issues that are or may be raised with respect to the amounts
of the Claims.  The terms of the settlement agreement include:

    * Claim No. 1437 will be reduced to and allowed at $446,787
      against Mesa Airlines as a Class 3(e) General Unsecured
      Claim.

      Claim No. 1436 will be reduced to and allowed at $446,787
      against Mesa Air Group as a Class 3(a) General Unsecured
      Claim.

      Any and all other Claims, whether filed or scheduled,
      related to the applicable Aircraft, including Claim Nos.
      667 and 1070, will be disallowed and are expunged.

    * Claim No. 1461 will be reduced to and allowed at $441,072
      against Mesa Airlines as a Class 3(e) General Unsecured
      Claim.

      Claim No. 1460 will be reduced to and allowed at $441,072
      against Mesa Air Group as a Class 3(a) General Unsecured
      Claim.

      Any and all other Claims related to the applicable
      Aircraft, including Claim Nos. 668 and 1065, will be
      disallowed and are expunged.

    * Claim No. 1278 will be reduced to and allowed at $814,775
      against Mesa Airlines as a Class 3(e) General Unsecured
      Claim.

      Claim No. 1277 will be reduced to and allowed at $814,775
      against Mesa Air Group as a Class 3(a) General Unsecured
      Claim.

      Any and all other Claims related to the applicable
      Aircraft will be disallowed and are expunged.

    * Claim No. 1274 will be reduced to and allowed at $822,161
      against Mesa Airlines as a Class 3(e) General Unsecured
      Claim.

      Claim No. 1273 will be reduced to and allowed at $822,161
      against Mesa Air Group as a Class 3(a) General Unsecured
      Claim.

      Any and all other Claims related to the applicable
      Aircraft will be disallowed and are expunged.

    * Except as specifically provided, all other claims
      scheduled by the Debtors for Transamerica, TA Air, and
      Transamerica Aviation 429/448 are disallowed.

(5) U.S. Bank

U.S. Bank is the security trustee for certain lenders who
financed the acquisition of certain aircraft that were leased to
Mesa Airlines prepetition.  U.S. Bank filed proofs of claim on
behalf of the Lenders.  Each Claim has been allowed pursuant to a
prior Court order or a post-effective date stipulation between US
Bank and the Post-Effective Date Debtors.

The Reorganized Debtors, the Liquidating Debtors, and U.S. Bank
now desire to resolve an outstanding issue with respect to
distributions on the Claims.  Among other things, the parties
agree that:

    * Notwithstanding anything to the Debtors' Third Amended
      Joint Plan of Reorganization, the Post-Effective Date
      Debtors and U.S. Bank agree that distributions on the
      Claims made pursuant to the Plan will be made directly to
      the Lenders, and not to U.S. Bank.

    * The percentage interest held by each Lender will be
      redacted from any copy of the stipulation that is filed
      with the Court and will be kept confidential by the
      Debtors, except that it may be shared with the claims
      agent, if necessary, in connection with the management of
      the claims database.  The claims agent may not disclose
      the percentage information to any third party.

(6) AT&T Capital

Before the Petition Date, Mesa Airlines leased three CRJ-20
aircraft pursuant to written lease agreements, which were
guaranteed by Mesa Air Group.  Each Aircraft was owned by a
separate trust, of which AT&T Capital is the sole beneficial
owner.

Export Development Canada financed the purchase of the Aircraft
by the Trusts.  In turn, the Trusts granted security interests in
each of the Aircraft to U.S. Bank, as security trustee, for the
benefit of EDC.  AT&T Capital and the Debtors are parties to
Participation Agreements and Tax Indemnity Agreements related to
each Aircraft.

The Debtors and EDC entered into a Section 1110(b) Stipulation
extending the 60-day period set forth in Section 1110(a)(2) of
the Bankruptcy Code, which stipulation also established the terms
for the Debtors' postpetition use, surrender and return of the
Aircraft.

The Debtors have rejected the Leases for each Aircraft.

AT&T Capital filed these claims for amounts allegedly owing
pursuant to the Participation Agreement and Tax Indemnity
Agreement relating to the Aircraft:

  (i) Claim No. 434 for $3,313,018 against Mesa Airlines;
(ii) Claim No. 437 for $3,313,018 against Mesa Air Group;
(iii) Claim No. 435 for $3,187,530 against Mesa Airlines;
(iv) Claim No. 438 for $3,187,530 against Mesa Air Group;
  (v) Claim No. 436 for $3,187,530 against Mesa Airlines; and
(vi) Claim No. 439 for $3,187,530 against Mesa Air Group.

The Reorganized Debtors, the Liquidating Debtors, and AT&T
Capital have conferred about the Claims and after good-faith,
arms-length negotiations have reached a settlement:

    * Claim No. 434 will be allowed for $1,666,666 as a Class
      3(e) General Unsecured against Mesa Airlines.  Claim No.
      437 will be allowed for $1,666,666 as a Class 3(a) General
      Unsecured against Mesa Air Group.

    * Claim No. 435 will be allowed for $1,666,666 as a Class
      3(e) General Unsecured against Mesa Airlines.  Claim No.
      438 will be allowed for $1,666,666 as a Class 3(a) General
      Unsecured against Mesa Air Group.

    * Claim No. 436 will be allowed for $1,666,666 as a Class
      3(e) General Unsecured against Mesa Airlines.  Claim No.
      439 will be allowed for $1,666,666 as a Class 3(a) General
      Unsecured against Mesa Air Group.

    * While (i) Claim Nos. 434 and 437, (ii) Claim Nos. 435 and
      438, and (iii) Claim Nos. 436 and 439 are each allowed for
      $1,666,666 against both Mesa Air Group and Mesa Airlines,
      in no event will AT&T Capital be entitled to recover more
      than $1,666,666 in cash or other Plan consideration that
      is equal to $1,666,666 on account of (i) both Claim Nos.
      434 and 437 combined, (ii) Claim Nos. 435 and 438
      combined, and (iii) Claim Nos. 436 and 439 combined.

    * Any and all other claims, whether filed or scheduled, are
      disallowed and expunged and not entitled to any
      distribution under the Plan.

(7) Embraer Party

Embraer manufactured the 36 Embraer ERJ-145 LR aircraft that were
leased to Mesa Airlines.  Rolls-Royce manufactured the Allison
AE3007 engines attached to the Aircraft.  The Aircraft and
Engines were leased to Mesa Airlines pursuant to 36 leveraged
leases, and Mesa Air Group guaranteed the Leases.

The Aircraft were owned by trusts, of which either Wells Fargo
Bank, Minnesota, N.A. or Wells Fargo Bank Northwest, N.A. is
trustee.  The Trusts were each beneficially owned by certain
owner participants.  Agencia Especial de Financiamento industrial
- Finame financed the purchase of the Aircraft by the Trusts.  In
turn, the Trusts granted security interests in each of the
Aircraft to U.S. Bank, as security trustee, for the benefit of
Finame.

The Debtors rejected the Leases pursuant to notices of rejection.

To induce the various original Owner Participants to make their
equity investment in Trusts that owned the Aircraft and to enter
into the Leases, Embraer and Rolls-Royce agreed to issue certain
equity guarantees for the benefit of the Owner Participants,
which covered all or a portion of the scheduled equity
termination values -- Support Payments.

The Debtors, pursuant to general indemnity provision of the
Participation Agreements, indemnified Embraer and Rolls-Royce for
their obligations under the Equity Guarantees, which are
"operative documents" under the Participation Agreements.  Mesa
Air Group guaranteed Mesa Airlines' obligations to Embraer and
Rolls-Royce pursuant to the Participation Agreements.

Under the general indemnity provision of the relevant
Participation Agreements, Mesa Air Group and Mesa Airlines agreed
to indemnify Embraer and Rolls-Royce for expenses, losses,
liabilities, damages or additional amounts imposed on, incurred
by or asserted against them, in any way relating to the
Participation Agreements.

After good-faith negotiations, Embraer and Rolls-Royce have
settled the general indemnity claim against the Debtors for a
total amount of $720,000 against Mesa Airlines and $720,000
against Mesa Air Group -- General Indemnity Claims.

Mesa Airlines is also party to certain tax indemnity agreements
with the Owner Participants, whereby the Debtor agreed to
indemnify the Owner Participants directly for the imposition of
certain tax liabilities and the loss of tax benefits which the
Owner Participants would otherwise be entitled as the beneficial
owner of the Aircraft.

After engaging in good-faith settlement discussions, the Debtors,
Embraer, and Rolls-Royce have reached a settlement of the TIA
Claims for $22,430,699 against Mesa Airlines, and $22,430,699
against Mesa Air Group.

The Reorganized Debtors, the Liquidating Debtors, and the Embraer
Party have met and conferred regarding the Joint Support Claims,
the General Indemnity Claims, and the TIA Claims.  Among other
things, they agreed that:

    * The Joint Support Claims will be allowed as: (i)
      $148,732,238 as a Class 3(e) General Unsecured Claim
      against Mesa Airlines and (ii) $148,732,238 as a Class
      3(a) General Unsecured Claim against Mesa Air Group.

    * The General Indemnity Claims will be allowed as: (i)
      $720,000 as a Class 3(e) General Unsecured Claim against
      Mesa Airlines and (ii) $720,000 as a Class 3(a) General
      Unsecured Claim against Mesa Air Group.

      Claim Nos. 1137, 1140, 1222, and 1220 will be deemed
      amended.

    * The TIA Claims will be allowed as: (i) $22,430,699 as a
      Class 3(e) General Unsecured Claim against Mesa Airlines
      and (ii) $22,430,699 as a Class 3(a) General Unsecured
      Claim against Mesa Air Group.  These will be allocated
      100% to Refine.

      Claim Nos. 1139, 1141, 1224, 1223, 1033, 1034, 1138, and
      1142 will be deemed amended and allowed.

    * Rejection damage claims under the Leases originally filed
      by Transamerica and subsequently transferred to Refine, as
      trustee for Rolls-Royce and Table, are disallowed.  These
      are Claim Nos. 1434, 1069, 1435, 669, 1458, 1068, 1459,
      and 670.

    * Claim Nos. 440, 441, 442, 443, 444, 445, 446, 447, 448,
      449, 450, 451, 452, 453, 454, 455, 456, 457, 458, 459,
      1035, and 1037 are disallowed.  These claims have been
      superseded and replaced by the TIA Claims that have been
      allowed.

    * Nothing in the stipulation affects in any way Claim No.
      1221 asserted by Rolls-Royce.

Each party will be responsible for its respective costs and
expenses.

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Imperial Capital Seeks $4.1 Million in Fees
-----------------------------------------------------
Three professionals retained in the Chapter 11 case of Mesa Air
seek the approval of their third and final fee applications
covering the periods from Jan. 5, 2010 through March 1, 2011.

Professional                  Period             Fees   Expenses
------------                  ------             ----   --------
Imperial Capital, LLC         09/01/10-    $4,100,000    $35,883
Debtors' financial            02/28/11
advisor and investment
banker

Imperial Capital, LLC         01/05/10-     5,280,645    108,438
                             02/28/11

Jones Day                     09/01/10-        66,426      7,300
Debtors' special counsel      03/01/11

Jones Day                     01/05/10-     1,343,501    109,082
                             03/01/11

Smith, Gambrell & Russell     09/01/10-       119,865        325
Debtors' special aviation     03/01/11
counsel

Smith, Gambrell & Russell     01/05/10-       406,255        782
Debtors' special aviation     03/01/11
counsel

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Files Post-Confirmation Report for First Quarter
----------------------------------------------------------
Mike Lotz, president and chief financial officer of Mesa Air
Group, Inc., et al., submitted with the U.S. Bankruptcy Court for
the Southern District of New York a post-confirmation quarterly
summary report for the period from Jan. 1, 2011 to March 31,
2011.

                  Mesa Air Group, Inc., et al.
              Condensed Consolidated Balance Sheet
                     As of March 31, 2011

                             ASSETS

Current Assets
Cash and cash equivalents                         $33,380,000
Short-term investments                                      0
Restricted investments                              9,604,000
Receivables, net of allowance                      21,728,000
Inventories, net of allowance                      19,243,000
Prepaid expenses and other assets                 478,250,000
                                                --------------
Total current assets                                562,205,000

Property and equipment, net                         471,526,000
Security and other deposits                           4,734,000
Other assets                                         89,611,000
                                                --------------
TOTAL ASSETS                                     $1,128,076,000
                                                ==============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities Not Subject to Compromise:
Current Liabilities
Accounts payable                                   $9,199,000
Air traffic liability                               6,667,000
Other accrued expenses                             66,819,000
Income tax payable                                  1,666,000
Deferred revenue & other current liabilities                0
                                                --------------
Total current liabilities not subject to             84,351,000
compromise

Deferred credits and other liabilities             70,229,000
Long-term deferred income tax                     433,373,000
Other long-term debt postpetition                 352,366,000
                                                --------------
Total liabilities not subject to compromise         855,968,000

Liabilities subject to compromise               1,127,903,000
                                                --------------
Total Liabilities                                 2,068,222,000

Stockholders' Equity
Preferred stock, no par value, authorized                   0
   2,000,000 shares, none issued
Common stock, no par value and additional         115,500,000
   paid-in capital, 900,000,000 shares
   authorized; 175,217,249 and 175,217,249
   shares issued and outstanding, respectively
Deferred stock compensation                         1,904,000
Retained earnings                              (1,057,549,000)
                                                --------------
Total shareholders' equity                         (940,146,000)
                                                --------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY         $1,128,076,000
                                                ==============


                  Mesa Air Group, Inc., et al.
                  Chapter 11 Post-Confirmation
     Unaudited Schedule of Cash Receipts and Disbursements
             For the Quarter Ending March 31, 2011

Beginning Cash Balance                              $43,421,769
All receipts received by Debtor:
Cash sales                                                  0
Collection of accounts receivable:
   Mesa Air Group, Inc.                                      0
   Mesa Airlines, Inc.                             130,209,503
   Freedom Airlines, Inc.                                    0
                                                --------------
   Total collection of accounts receivable         130,209,503

Sale of debtor assets                                       0

Total cash received                               130,209,503
                                                --------------
Total cash available                                173,631,272
                                                --------------

All disbursements made by the Debtor:
Disbursements made under the Plan, excluding        1,012,889
   admin claims for bankruptcy professionals
Disbursements made pursuant to administrative       3,218,827
   claims of bankruptcy professionals

All other disbursements made in the ordinary
   course:
   Mesa Air Group, Inc.                              4,971,082
   Freedom Airlines, Inc                                65,546
   Mesa Airlines, Inc.                             110,441,702
   MPD, Inc.                                           287,079
   Regional Aircraft Services, Inc.                  1,620,786
   Air Midwest, Inc.                                         0
   Mesa Air Group Airline Inventory Management,     18,633,709
     LLC
                                                --------------
Total Disbursements (Operating & Plan)              140,251,621
                                                --------------
Ending Cash Balance                                 $33,379,651
                                                ==============

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MGM RESORTS: MGM China Submits WPIP to HKSE in Connection with IPO
------------------------------------------------------------------
In connection with the proposed listing (the "IPO") of the shares
of MGM China Holdings Limited, MGM China has on May 6, 2011,
submitted a Web Proof Information Pack ("WPIP") to The Stock
Exchange of Hong Kong Limited (the "HKSE") for publication on the
HKSE's website.  It is expected that the WPIP will be available
for viewing and downloading from the HKSE's website on or about
May 9, 2011.

The proposed IPO and related transactions will be structured so
that MGM Resorts International would obtain 51% ownership, and
management control, of MGM China upon consummation of the
offering.

The full WPIP is available for free at http://is.gd/I9PcI1

MGM China is a newly formed listing vehicle that will become the
owner of MGM Grand Paradise, S.A., the Macau-incorporated company
that owns the MGM Macau resort and casino and the relating gaming
subconcession, upon completion of the group reorganization.
The posting of the WPIP is for the purpose of providing
information to the public in Hong Kong and is prepared in
accordance with the Rules Governing the Listing of Securities on
the HKSE.  The WPIP is in draft form and the information contained
in the WPIP is incomplete and subject to change, which changes may
be material.

The WPIP contains, among other things, certain information about
MGM China's business.  Such information includes information
relating to MGM China's operations, risk factors and property
valuation, audited and unaudited financial statements, prospective
financial information for the six-month period ending June 30,
2011, including forecasts of adjusted earnings before interest,
tax, depreciation and amortization ("EBITDA") and profit
attributable to the owners of MGM China for the six-month period
ending June 30, 2011 (collectively, the "Profit Forecast"), and
management's discussion and analysis of financial condition and
results of operations for the three years ended Dec. 31, 2011.

The audited and unaudited financial information and the Profit
Forecast contained in the WPIP is presented in Hong Kong dollars
and has been prepared in accordance with International Financial
Reporting Standards ("IFRS") in accordance with the Hong Kong
Listing Rules.  IFRS differs in material respects from U.S. GAAP.

                         About MGM Resorts

Las Vegas, Nevada-based 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.

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 $1.46 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.

                          *     *     *

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.)


MICROVISION INC: Posts $9 Million Net Loss in 1st Quarter
---------------------------------------------------------
MicroVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $9.0 million on $1.1 million of revenues
for the three months ended March 31, 2011, compared with a net
loss of $9.1 million on $668,000 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$28.8 million in total assets, $12.5 million in total liabilities,
and stockholders' equity of $16.3 million.

As reported in the TCR on March 15, 2011, PricewaterhouseCoopers
LLP, in Seattle, Washington, expressed substantial doubt about
MicroVision's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has suffered recurring losses from operations since
inception and has a net capital deficiency.

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

                       http://is.gd/50O00i

Redmond, Washington-based MicroVision, Inc. (NASDAQ: MVIS)
-- http://www.microvision.com/-- provides the PicoP(R) display
technology platform designed to enable next-generation display and
imaging products for pico projectors, vehicle displays and
wearable displays that interface with mobile devices.


MIDWEST BANC: Creditors File Chapter 11 Plan of Liquidation
-----------------------------------------------------------
BankruptcyData.com reports that Midwest Banc Holdings and its
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a Second Modified Chapter 11 Plan of Liquidation.
The Plan proponents also filed a motion for approval of
modifications to the Plan of Liquidation without the need for
further solicitation of votes.  This motion explains, "The
modifications to the Plan do not adversely affect the treatment of
the majority of claims or interests and should be approved without
resolicitation."

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank became subject to FDIC receivership in
May 2010.  Midwest Banc Holdings filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-37319) in Chicago on Aug. 20, 2010.
Hinshaw & Culbertson serves as bankruptcy counsel to the Debtor.
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.


MMRGLOBAL INC: Sees 600% Revenue Rise in 1st Quarter of 2011
------------------------------------------------------------
MMRGlobal, Inc., announced that for the first quarter ended March
31, 2011, revenues are projected to be more than 600% of those
reported in the first quarter of 2010.  Revenues are also
projected to have increased significantly when compared to the
fourth quarter of 2010.

The Company expects to release its first quarter 2011 financial
results on May 16, 2011.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.2 million
in total assets, $6.6 million in total liabilities, and a
stockholders' deficit of $4.4 million.


MOBILE ALABAMA: Court Rejects Bid for New Trial in Hoeppner Suit
----------------------------------------------------------------
District Judge Callie V. S. Granade denied the request of Mobile
Alabama Associates, LLC, for renewed judgment as a matter of law
or alternatively for new trial in the lawsuit, Mobile Alabama
Associates, LLC, Plaintiff/Counter-Defendant, v. Hoeppner
Construction Corporation, Defendant/Counter-Claimant, Civil Action
No. 07-00432 (S.D. Ala.).  Trial on the suit were held from March
9 through 13, 2009.  MAA's claims for breach of contract, breach
of express warranty, breach of implied warranty, negligence,
wantonness, and fraud were presented to the jury along with
Hoeppner's counterclaim for breach of contract.  The jury found in
favor of Hoeppner on all of the claims and found Hoeppner was
entitled to damages in the amount of $270,500 on its counterclaim.
After judgment was entered, Hoeppner moved for attorneys' fees and
MAA moved for renewed judgment as a matter of law.  However,
before responses in opposition could be filed, MAA filed for
Chapter 11 bankruptcy and the case was stayed pending completion
of the bankruptcy proceedings or lift of the stay.

A copy of the Court's April 22, 2011 Order is available at
http://is.gd/GDrfTzfrom Leagle.com.

With regard to Hoeppner's motions for attorneys' fees, the Court
held that the amounts requested for attorneys' fees, expenses and
pre-judgment interest should be awarded.  However, the Court
directed Hoeppner to detail or explain the amounts requested for
post-judgment interest.

Mobile Alabama Associates, LLC, in Coldwater, Michigan, filed for
Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 09-04796) on
April 23, 2009.  Larry A. Ver Merris, Esq. -- lav@dvbwlaw.com --
at Damon, Ver Merris, Boyko & Witte, PLC, in Grand Rapids, serves
as bankruptcy counsel.  The Debtor disclosed $4,500,001 in assets
and $5,023,473 in debts in its petition.


MONEY TREE: Posts $3.4 Million Net Loss in March 25 Quarter
-----------------------------------------------------------
The Money Tree Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $3.4 million on $1.7 million of net
revenues for the three months ended March 25, 2011, compared with
a net loss of $1.2 million on $4.6 million of net revenues for the
three months ended March 25, 2010.

At March 25, 2010, the Company's balance sheet showed
$38.6 million in total assets, $92.0 million in total liabilities,
and a stockholders' deficit of $53.4 million.

As reported in the Troubled Company Reporter on Dec. 28, 2010,
Carr, Riggs & Ingram, LLC, in Tallahassee, Fla., expressed
substantial doubt about The Money Tree's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 25, 2010.  The independent auditors noted that the
Company has incurred recurring losses from operations and negative
cash flows from operating activities and has a net shareholders'
deficit.

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

                       http://is.gd/qE6bTh

                       About The Money Tree

Based in Bainbridge, Ga., The Money Tree Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.


MOUNT SINAI: Moody's Raises Long Term Ratings From 'Ba1'
--------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the long-
term ratings assigned to Mount Sinai Medical Center of Florida's
(MSMC) outstanding debt issued through the City of Miami Beach
Health Facilities Authority.  The rating outlook remains positive
at the higher rating level.  Approximately $258 million of debt is
affected by this action.

Summary Rating Rationale:

The upgrade to an investment grade rating of Baa3 follows
measurable volume capture, particularly in higher end clinical
areas such as cardiac services, that has translated into strong
improvement in MSMC's financial profile in FY's 2009 and 2010 and
provides improved debt coverage measures and fortified cash
balances.  These strengths are tempered by the competitive market
in which MSMC operates, recently announced cuts to Medicaid
funding in Florida and above average leverage measures.  The
positive rating outlook reflects our expectation that continued
revenue and expense initiatives will result in maintenance of
current operating margins and further strengthening of the
system's cash position.

Strengths

* Material improvement in financial performance in FY 2009 and FY
  2010, that has stabilized through the first 3 months of FY 2011.
  MSMC has more than doubled operating cashflow to $53.3 million
  from $20.5 million FY 2008, and generated two consecutive years
  of positive operating income before Foundation transfers

* Cash position has strengthened to nearly $175 million at
  December 31, 2010, or 132 days, held by MSMC and Foundation
  (Foundation provides irrevocable guaranty to bonds) due to
  record high cash collections, stronger operating performance and
  positive equity market returns.  MSMC investments are heavily
  weighted to fixed income securities and 100% of investments are
  available monthly

* Late 2009 recruitment of highly productive cardiac surgeons, who
  were established in market, has translated into markedly
  increased cardiac volumes with open heart procedures rising to
  over 700 in 2010, a measurable increase over a low of 430 in
  2008

* Counter to national trends which suggest 0% median growth in
  inpatient admission in 2010, MSMC reports inpatient admissions
  have grown by 5.6% between 2009 and 2010, exceeding the absolute
  growth open heart services, suggesting that market capture has
  been growing in several clinical specialties.

* Clearly articulated operational imperatives to achieve much
  needed top line growth from diversified clinical services

* All fixed rate debt structure with no derivatives; defined
  contribution benefit plan

* Land associated with former campus at the Miami Heart Hospital
  is prime waterfront real estate on Miami Beach that can be
  monetized though timing remains uncertain

* Sizable operating platform as a standalone facility in a highly
  consolidated provider market ($520 million in total operating
  revenue; 22,898 admission in 2010)

Challenges

* Recent FL budget proposals suggest as much as a 12% cut to
  state-wide Medicaid funding; with a growing share of revenues
  derived from Medicaid (12% of gross revenue in 2010) MSMC may be
  challenged to strengthen margins further

* Debt levels remain high relative to operations (debt to revenue
  51% in 2010 as compared with Baa3 median of 35.7%) and balance
  sheet liquidity (cash to debt 65.4% as compared with Baa3 median
  of 75.8%)

* Pledged revenues declined in FY 2010 and Foundation resources
  have thinned following years of sizable transfers o balance
  medical center operations; however combined wealth has increased
  with the majority of unrestricted liquidity now an asset of MSMC

* Losses related to physician practices have historically tempered
  operating momentum; continued growth of employed physicians
  could thin operating margins

* Mid to long term plans for enterprise growth may prove to be
  dilutive as the use of debt or material cash reserves would be
  required to execute initiatives

Detailed credit discussion:

Legal Security: All outstanding bonds are secured by: a gross
revenue pledge of the obligated group; a full and irrevocable
guaranty of the Mount Sinai Medical Center Foundation (the
Foundation) for principal and interest payments; a mortgage on
MSMC's south campus; MSMC's right, title and interest in the
ground lease on the land that the north campus is situated on,
and; a negative pledge from the Medical Center and the Foundation.

Debt Structure: The current debt structure is 100% fixed rate debt

Interest Rate Derivatives: None

Recent Developments

FY 2010 performance reflects a break out year for MSMC, with
operations providing a 2.6% margin before Foundation transfers of
$10 million, continuing the momentum first noted at FYE 2009.
Through the first quarter of FY 2011, operating income and
inpatient volumes are stable to the comparable quarter of FY 2010
suggesting that initiatives around clinical growth are
sustainable.  Last year's recruitment of the foremost cardiac
surgical group appears to have sustained the marked reversal of
cardiac service trends at MSMC, a service for which MSMC has
historically been known.  Furthermore, MSMC's more diversified
portfolio of services is evident in satellites in Aventura,
Hialeah, and Coral Gables with increased outpatient presence in
those markets, particularly as inpatient volumes grew over 5% in
FY 2010.  Though Moody's see the fundamental characteristics of
the market presenting pervasive challenges, including: heavy
competition from a consolidated provider market, especially for
the more profitable services; potential for sizable reductions in
Medicaid reimbursement, and; shifting demographic trends on Miami
Beach toward a younger population, a concerted effort by MSMC
management to rebuild cardiac, grow neurology and expand its
outpatient footprint have translated into a sold trend of
financial performance which appears to be sustained.

MSMC posted an improved operating profile (adjusted for investment
income and Foundation transfers) of $13.4 million (2.6% margin)
and operating cash flow of $53.3 million (10.3% margin) from a
marginal gain of $1.0 million (0.2% margin) and $41.5 million
operating cash flow (8.1% margin) in FY 2009.  The upturn in
performance can largely be attributed to the fortified cardiac
program and expense controls. Expenses declined by 0.7% in FY 2010
after rising just 1.5% in FY 2009.  Key financial ratios have
improved notably with debt to cash flow falling to a more
favorable 4.8 times from 6.2 times at FYE 2009 and maximum annual
debt service coverage climbing to 3.2 times, which exceeds the
Baa3 median of 2.4 times.  Ability to continue to grow top line
revenue from the core clinical enterprise and generate profitable
operations (before accounting for Foundation transfers) remains a
crucial element to further rating improvement.

Absolute unrestricted liquidity improved to $174.6 million at FYE
2010 from $137.8 million at FYE 2009 due largely to improved
operating performance.  As a result, unrestricted liquidity
measures improved to nearly 132 days cash on hand and 65% cash-to-
debt in FY 2009 from 103 days cash on hand and 53% cash-to-debt in
FY 2008. Nonetheless, resources remain modest and leveraged for an
organization of this size and for the Baa3 rating category.
Leverage is evidenced by debt to revenue of 51%.  Balance sheet
resources are highly liquid, while the all fixed rate debt
structure without derivatives and defined contribution pension
plan limit unexpected demands on liquidity.  Finally, strategic
capital projects are being considered for the longer term,
however, management reports that new money borrowings are not
expected in FY 2011.  The MSMC Foundation, which provides explicit
and unconditional support to the clinical operations, will likely
provide for a portion of MSMC's larger strategic capital needs
through its considerable fundraising strength though unrestricted
liquidity has tempered measurably following the multiple year
funding of medical center losses with cash transfers. Capital
spending has been modest in recent years, to preserve cash, and we
note that the average age of plant has increased to over 12 years.
Enterprise growth may prove to be dilutive as the use of debt or
material cash reserves would be required to execute large scale
initiatives that could include additional clinical footprints for
access points.

                             Outlook

The positive rating outlook reflects our expectation that
continued revenue and expense initiatives will result in
maintenance of current operating margins and further strengthening
of the system's cash position.

                 What could change the rating -- Up

Demonstrated ability to at least meet fiscal year 2011 operating
budget and strategies to further improve margins, sustained volume
growth, growth in unrestricted cash and no incremental debt

                What could change the rating -- Down

Departure from current operating results; inability to sustain
current liquidity levels; marked volume declines that translate
into eroding margins and market share loss; excessive capital
spending without financial strengthening

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Mount Sinai Medical Center
     of Florida, Inc. & Subsidiaries

  -- First number reflects audit year ended December 31, 2009

  -- Second number reflects audit year ended December 31, 2010

  -- Transfer from Foundation of $10 million reclassified to non-
     operating income from other operating income in FY's 2009 and
     2010, respectively

  -- Investment gains of $2.4 million and $1.5 million
     reclassified to non-operating income from other operating
     income in FY's 2009 and 2010, respectively

  -- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 21,682; 22,898

* Total operating revenues: $511.1 million; $519.8 million

* Moody's-adjusted net revenue available for debt service:
  $59.9 million; $73.9 million

* Total debt outstanding: $261 million; $266.9 million

* Maximum annual debt service (MADS): $22.8 million; $22.8 million

* MADS Coverage with reported investment income: 2.4 times; 2.9
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.6 times; 3.2 times

* Debt-to-cash flow: 6.2 times; 4.8 times

* Days cash on hand: 103 days; 132 days

* Cash-to-debt: 53%; 65%

* Operating margin: 0.2%; 2.6%

* Operating cash flow margin: 8.1%; 10.3%

Rated Debt

Series 1998, fixed rate
Series 2001A, fixed rate
Series 2004, fixed rate

Contact:
Issuer: Alex Mendez, Senior Vice President & Chief Financial
Officer, (305) 674-2089

The last rating action was on July 9, 2010, when the rating was
upgraded to Ba1 with a positive outlook.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


MP-TECH: Has Final Approval for Loan from Joon LLC
--------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that MP-Tech America LLC received final authority on May 6 to
borrow $1.8 million from Joon LLC, also known as Ajin USA.  At the
outset of the Chapter 11 case, MP-Tech said it intended to sell
the business to Joon. The new loan is secured by a lien
subordinate to existing secured credits.

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


MSR RESORT: Wants Exclusivity Period Extended
---------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Paulson & Co.
Inc.-owned MSR Resort Golf Course LLC asked a bankruptcy judge in
New York on Tuesday for more time to put together a reorganization
focused on slashing Hilton Worldwide's management fees and selling
Miami's iconic Doral resort.  MSR Resort requested an extension of
the exclusivity period so that the debtor can focus on
streamlining its operations and drawing up a Chapter 11 plan built
on the sale of Doral Golf Resort, according to Law360.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MTG INC: Court Denies Ch.7 Trustee's Bid for Turnover of Docs.
--------------------------------------------------------------
Guy C. Vining, the trustee in the Chapter 7 bankruptcy case of
MTG, Inc., seeks a panoply of relief against defendant Charles J.
Taunt, and Charles J. Taunt & Associates, as well as limited
injunctive relief against defendant Plunkett & Cooney, P.C.  The
Chapter 7 Trustee seeks an order compelling Mr. Taunt, his
counsel, and Plunkett & Cooney to immediately turn over to the
Chapter 7 Trustee any and all original documents in their
possession that are property of the MTG bankruptcy estate.  The
Chapter 7 Trustee also seeks an order imposing sanctions in the
form of monetary and other relief against Mr. Taunt, including
attorney fees and expenses, and including an order precluding the
Defendants from attempting to prove certain things regarding MTG's
pre-petition financial condition, including certain propositions
regarding the legitimacy and quality of MTG's accounts receivable.

In his April 15, 2011 Opinion, Bankruptcy Judge Thomas J. Tucker
held that no relief should be granted on either of these motions,
and that the motions should be denied.  To the extent the motions
seek an order compelling Mr. Taunt, his counsel, or Plunkett &
Cooney to turn over to the Trustee all original documents that the
Trustee contends are property of the MTG bankruptcy estate, the
motions are now moot.  This is so because (1) the Trustee
received, in open court, from Mr. Taunt and his counsel, all of
the original documents in question on Dec. 17, 2008; and (2) Mr.
Taunt, his counsel and Plunkett & Cooney and its counsel, have
represented on the record that they do not have any other original
MTG documents; and the Trustee has not demonstrated otherwise.

With respect to the aspects of the Trustee's motions that are not
moot, no relief will be granted, for these reasons:

     -- In order to obtain a turnover order under 11 U.S.C. Sec.
by Mr. Taunt or his counsel to turn over original documents that
are property of the bankruptcy estate, the Trustee was required to
file an adversary proceeding seeking such relief, under
Fed.R.Bankr.P. 7001(1).  The Trustee did not file such an
adversary proceeding, but rather sought such relief by motions
filed in the main bankruptcy case and its adversary proceeding
captioned, Guy C. Vining, v. Comerica Bank, et al., Adv. Pro. No.
03-4950 (Bankr. E.D. Mich.).  To date, however, neither this nor
any other adversary proceeding includes any claims by the Trustee
for the turnover relief sought by the Trustee's present motions.

     -- To obtain any relief under Sec. 542(a) based on Mr.
Taunt's failure to turn over property of the estate to the
Trustee, the Trustee has the burden of demonstrating, among other
things, that the property in question is of more than
inconsequential value or benefit to the estate. The Trustee failed
to demonstrate that the original documents at issue have more than
an inconsequential value or benefit to the MTG bankruptcy estate.

     -- The Trustee's plea for relief is not helped by his
argument that Mr. Taunt's withholding of these original documents
was a violation of the automatic stay.  While there may have been
a technical violation of the automatic stay, no relief for such
violation would be appropriate in this case.

     -- The Court cannot award the Trustee any relief based on
Fed.R.Civ.P. 37, which applies in the adversary proceeding under
Fed.R.Bankr.P. 7037.  The Trustee has not demonstrated that any of
the provisions of Rule 37 that authorize sanctions apply in this
context. Neither of the Trustee's motions can be fairly construed
as a motion to compel discovery under Rule 37.  And with respect
to the original documents at issue, the Trustee cannot point to
any discovery order of the Court, entered in either the main
bankruptcy case or in the adversary proceeding, that Mr. Taunt or
his counsel violated.

The bankruptcy case is In the matter of: MTG, Inc., Chapter 7,
Debtor (Bankr. E.D. Mich. Case No. 95-48268).  A copy of Judge
Tucker's April 15 Opinion is available at http://is.gd/DwNAULfrom
Leagle.com.


NAVIOS MARITIME: Moody's Assigns 'B3' Rating to Notes Due 2019
--------------------------------------------------------------
Following review of the final documentation, Moody's Investors
Service has assigned a definitive B3 rating to the US$350 million
worth of senior unsecured notes, due in 2019, co-issued by Navios
Maritime Holdings Inc. and Navios Maritime Finance II (US) Inc.,
issued on January 28, 2011.  Navios's corporate family rating
(CFR) is B1 and the outlook on the ratings is stable.

Moody's understands that Navios intends to use the proceeds from
the notes to repay outstanding amounts under its USD300 million
worth of unsecured bonds, due in 2014, and for general corporate
purposes.

                        Ratings Rationale

Moody's definitive rating on this debt obligation is in line with
the provisional rating assigned on January 13, 2011.  Moody's
rating rationale was set out in a press release issued on that
date.

Moody's most recent rating action on Navios was implemented on
January 13, 2011, when the rating agency assigned a provisional
(P) B3 rating to the proposed senior notes to be issued by Navios.

The principal methodologies used in this rating were Global
Shipping Industry published in December 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Navios is a vertically integrated global seaborne shipping
company, specialising in the worldwide carriage, trade, storage
and other related logistics of international dry-bulk cargo
transportation.  As of March 31, 2011, Navios controls a fleet of
44 active vessels (the group's core fleet), with an aggregate
carrying capacity of 4.8 million deadweight tonnes (dwt) and an
average age of 4.7 years.  The group's revenues totalled USD680
million for the year ended December 31, 2010.


NCL CORP: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miami-based NCL Corp. Ltd. to 'B+' from 'B'.

"At the same time, we revised our recovery rating on the company's
11.75% senior secured notes to '1' from '2' and raised our issue-
level rating on these securities to 'BB' (two notches above our
'B+' corporate credit rating on the company) from 'B+' in
accordance with our notching criteria for a recovery rating of
'1', which reflects our expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default. The
revised recovery rating reflects an extension of our simulated
default year by one year to 2015 in conjunction with the higher
corporate credit rating, resulting in lower revolving credit
facility borrowings (which are secured by the same collateral
as the 11.75% notes) at default due to required commitment
reductions. The reduced revolver borrowings results in an increase
in value available to the 11.75% notes," S&P stated.

S&P continued, "We also raised our issue-level rating on NCL's
9.5% senior notes to 'B+' (at the same level as the corporate
credit rating) from 'B' in accordance with our notching criteria
for a recovery rating of '4', which did not change and reflects
our expectation for average (30% to 50%) recovery for lenders in
the event of a payment default. The outlook is stable."

"The upgrade reflects the company's good operating momentum, which
we expect will likely result in NCL improving credit measures and
sustaining them at levels in line with a 'B+' rating," explained
Standard & Poor's credit analyst Emile Courtney. While the
company's 21% increase in net revenue and 38% increase in EBITDA
in the March 2011 quarter largely reflects significant additional
capacity from the introduction to the fleet of Norwegian Epic in
June 2010, the significant EBITDA improvement was also due to good
yield performance and better-than-expected cost management that
partly offset increased fuel expense. Net yield increased 3.8% in
the March 2011 quarter (omitting the one-month charter in February
2010 for the Vancouver Winter Olympics), which was in line with
our expectation, and net cruise costs per capacity day decreased
1.3% including fuel.


NCOAT INC: Plan Filing Exclusivity Expires May 14
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has extended nCoat Inc and its debtor-affiliates'
exclusive period to file a disclosure statement and proposed plan
of reorganization to May 14, 2011, and the Debtors' exclusive
period to confirm a plan of reorganization to July 13, 2011.

                       About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on August 16, 2010
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represents the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on August 16, 2010.

William B. Sullivan and Womble Carlyle Sandridge & Rice, PLLC,
represent the Official Committee of Unsecured Creditors.


NMT MEDICAL: Seals Bid Sale of Intellectual Property on June 10
---------------------------------------------------------------
On June 10, 2011, NMT Medical, Inc. intellectual property, which
has been assigned to Joseph F. Finn, Jr., C.P.A. of the firm Finn,
Warnke & Gayton, LLP will be liquidated for the benefit of NMT
Medical creditors.

NMT Medical, Inc. was an advanced medical technology company that
designed, developed, manufactured and marketed proprietary implant
technologies that allowed interventional cardiologists to treat
structural heart disease through minimally invasive, catheter-
based procedures.  More than 32,000 patients have been treated
globally with its minimally invasive, catheter-based implant
technology.

The intellectual property, patents, etc. will be sold at a sealed
bid sale on Friday, June 10, 2011 at 12:00 p.m.  Persons
interested in bidding must sign a Confidentiality Disclosure
Agreement ("CDA") obtained from Finn's Office
jffinnjr@finnwarnkegayton.com or 781-237-8840. They will then
receive a bid package.

                       About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is a founding partner of the firm
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts.
He works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.


NORTEL NETWORKS: European Units to Make $10 Billion in Claims
-------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that European affiliates of Nortel Networks Inc. and its Canadian
parent are expected to assert about $10 billion claims in the U.S.
and Canadian bankruptcies, the bankruptcy judge in Delaware was
told at a hearing yesterday.  The European affiliates are in
bankruptcy in the U.K.  Resolution of the disputed claims will
delay distributions to other creditors in the U.S. and Canadian
bankruptcies, even though almost all of Nortel's assets have been
sold.

Lance Duroni at Bankruptcy Law360 relates that a group of largely
European Nortel affiliates in bankruptcy in the U.K. have already
filed $9.8 billion in claims against parent company Nortel
Networks Corp. in its Canadian restructuring and will file similar
intercompany claims against the U.S. debtors by June 1.

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NRG ENERGY: Moody's Holds Ba3 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings NRG Energy, Inc.
(NRG) and changed the rating outlook to stable from negative.
Ratings affirmed include the company's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) at Ba3, its senior
secured rating at Baa3, its B1 senior unsecured debt and its
speculative grade liquidity rating of SGL-1. Concurrent with this
rating action, Moody's assigned a B1 rating to NRG's planned
issuance of $2.0 billion of senior unsecured notes due 2019 and
2021 and assigned a (P) Baa3 rating to NRG's planned $2.3 billion
secured revolver and $1.6 billion secured Term Loan B.

Assignments:

   Issuer: NRG Energy, Inc.

   -- $2.3 Billion Senior Secured Bank Credit Facility, Assigned
      (P)Baa3, LGD2 14%

   -- $1.6 Billion Senior Secured Term Loan, Assigned (P) Baa3,
      LGD2 14%

   -- $2.0 Billion Senior Unsecured Bond/Debenture, Assigned B1,
      LGD4, 69%

LGD Point Estimate Changes:

   Issuer: NRG Energy, Inc.

   -- Senior Secured Bank Credit Facility, to LGD2, 14% from LGD2,
      11%

   -- Senior Unsecured Regular Bond/Debenture, to LGD4, 69% from
      LGD4, 66%

   Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency

   -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11%

   Issuer: Delaware Economic Development Authority

   -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11%

   Issuer: Sussex (County of) DE

   -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11%

Ratings Rationale

"The rating affirmation and change in rating outlook to stable
largely reflects the company's recent decision to terminate its
involvement in the development of South Texas Project (STP) 3&4,
which had been a negative overhang on NRG's credit profile", said
A.J. Sabatelle, Senior Vice President of Moody's. "Today's rating
action also factors in the company's plans to invest substantially
in several large solar projects during 2011, which when completed,
should add to future cash flow predictability, all of which are
collectively balanced by the company's plans to prospectively
operate its business under a more flexible and less restrictive
covenant package."

NRG's Ba3 CFR reflects the relatively strong historical credit
metrics based upon margins that are underpinned by various
intermediate term hedges or contracts. For the last three fiscal
years, Moody's calculates the ratio of CFO pre-W/C (cash flow) to
debt averaged 20%, cash flow coverage of interest expense averaged
3.8x, and the ratio of free cash flow to debt averaged nearly 10%.
While these financial metrics strongly position NRG in the "Ba"
rating category, Moody's anticipates these cash flow credit
metrics will weaken as the existing hedges expire and are replaced
with lower margin arrangements, and as growth and maintenance
capital requirements increase substantially over the next few
years. Moody's understands that a substantial portion of the
growth capital will be funded by loans from the Department of
Energy (DOE), grants from the US Treasury, and third party project
finance loans which should enable the company to continue
generating free cash flow on a net basis. However, Moody's
anticipates consolidated credit metrics to weaken materially from
historical levels given the substantial increase in debt that will
occur to fund much of this growth capital investment. Moody's
anticipates the company's consolidated credit metrics returning to
levels consistent with a Ba CFR by 2014 when the company's three
largest solar investments are completed. To that end, the rating
affirmation recognizes when these investments are completed, they
should provide predictable cash flow to NRG on a long-term basis
and should result in gradual consolidated debt reduction through
the amortization of principal that is expected to be incorporated
in the financing documents.

The rating affirmation factors in the company's decision to
terminate future involvement in STP 3&4, acknowledging the
$481 million impairment associated with such investment recorded
during first quarter 2011 results. The rating action also
considers the company's recently announced financing plans that
are expected to be implemented over the next six to nine months
which contemplate the refinancing and extension of debt maturities
under the company's secured revolver and term loan along with the
refinancing of NRG's existing debt due in 2016 and 2017. While the
completion of this financing plan may give rise to an increase in
future share repurchases, executing the financing plan should
provide NRG with substantial financial flexibility over the next
several years as Moody's anticipates that upon the conclusion of
the debt restructuring initiatives, the next scheduled funded debt
maturity date is likely to be in 2018. In light of the still
challenging unregulated power market that is likely to persist
over the near term along with the size of the company's capital
investment program, Moody's believes that carrying out the
company's debt restructuring plan provides long-term benefits to
NRG.

Proceeds from the senior unsecured note offering will, together
with cash on hand, be used to repurchase the $2.4 billion of
7.375% senior notes due 2016. The planned $2.3 billion secured
revolver will be used to replace NRG's existing $925 million
secured revolver due 2015 and the company's $1.3 billion first
lien term letter of credit facility. Proceeds from the planned
$1.6 billion secured term loan, together with cash on hand, will
be used to refinance and repay NRG's existing secured term loans
due 2013 and 2015. Moody's expects that the new term loan and the
new revolver will be secured, on a first lien basis, by all of the
assets that currently secure the company's existing senior credit
facility and term letter of credit facility. Moody's will withdraw
the Baa3 ratings on the company's existing senior credit facility
(revolver and term loan) and first lien term letter of credit
facility upon the closing of the new $2.3 billion revolver and
$1.6 billion term loan.

NRG's speculative grade liquidity rating of SGL-1 reflects
Moody's expectation that the company will maintain a very good
liquidity profile over the next 4-quarter period as a result of
internal cash flow generation plus continued access to sufficient
credit availability, and ongoing headroom under the company's
covenants. Total liquidity at March 31, 2011 was approximately
$4.0 billion, including credit facility availability of
approximately $1.3 billion and unrestricted cash on hand of around
$2.7 billion. Moody's expects a portion of the company's liquidity
to decline to satisfy collateral requirements with the DOE on the
company's three largest solar projects. Moody's understands that
the company's refinancing initiatives contemplate the maintenance
of sizeable revolver capacity, which along with balance sheet cash
and expected internal fund generation should provide for the
continuation of a strong liquidity profile. While Moody's
anticipates that the expected decline in energy margins will
reduce the headroom under the company's financial covenants,
Moody's expects the company to remain comfortably in compliance on
a ongoing basis. From a collateral hedging standpoint, NRG's
working capital requirements continue to be aided by the company's
ownership of affiliated retail supply businesses, which
collectively reduce collateral posting requirements.

The stable rating outlook reflects Moody's expectation that the
company will be able to manage through the down commodity cycle
reasonably well with internal funds being able to satisfy required
maintenance and environmental related capital requirements in
most years. The stable rating outlook recognizes that while
consolidated credit metrics over the next three years will weaken
due to solar related investments, consolidated financial
performance should bounce back beginning in 2014 with the
completion of the largest solar projects. The stable rating
outlook further anticipates that the company will maintain a
fairly balanced capital allocation program even with the expected
flexibility that will be gained from the expected termination of
the indenture following the refinancing of the company's 2016 and
2017 senior unsecured bonds and the redo of the company's credit
facilities.

In light of the substantial capital investment program being
pursued by the company and the continued weak market for
unregulated power, limited prospects exist for the ratings to
be upgraded in the near-term. However, to the extent that
management is able to complete construction of its numerous
solar project investments on a timely basis and unregulated
power margins improve, upward rating pressure could surface,
given the high degree of cash flow certainty that the solar
investments are expected to generate for the company.

The rating could be downgraded should material problems surface
with the company's growth strategies, if weaker than expected
market conditions persist for several years across NRG's
generation fleet or if the company moves substantially away from
a balanced capital allocation program given the flexibility that
will surface due to the anticipated termination of and
modification to various financing documents.

The principal methodologies used in this rating were Global
Unregulated Utilities and Power Companies published in August
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Princeton, NJ, NRG's power plants provide
approximately 25,000 megawatts of generation capacity, primarily
in Texas and the northeast, south central and western regions
of the US. NRG's retail businesses, Reliant Energy and Green
Mountain Energy Company, combined serve approximately 1.9 million
residential, business, commercial and industrial customers in
Texas and, increasingly in select markets in the northeast US.
NRG also owns generating facilities in Australia and Germany.


NV ENERGY: Moody's Upgrades Issuer & Sr. Unsecured Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded all ratings for NV Energy,
Inc. (NVE), and its electric utility subsidiaries, Nevada Power
Company (NPC) and Sierra Pacific Power Company (SPC) by one notch.
At the same time Moody's has assigned a Baa2 rating to NPC's
planned new issuance of $250 million in General & Refunding (G&R)
mortgage bonds. The rating outlook for all three issuers is
stable.

Ratings Upgraded:

   NV Energy

   -- Issuer Rating -- To Ba2 from Ba3

   -- Senior Unsecured -- To Ba2 from Ba3

   Nevada Power Company

   -- Issuer Rating -- To Ba1 from Ba2

   -- First Mortgage Bonds -- To Baa2 from Baa3

   -- Senior Unsecured Shelf -- (P) To Ba1 from Ba2

   -- Preferred Shelf -- (P) To Ba2 from Ba3

   Sierra Pacific Power Company

   -- Issuer Rating -- To Ba1 from Ba2

   -- First Mortgage Bonds -- To Baa2 from Baa3

   -- Senior Secured -- To Baa2 from Baa3

   -- Senior Unsecured Shelf -- (P) To Ba1 from Ba2

   -- Preferred Shelf -- (P) Ba3

Ratings Rationale

The upgrade reflects a number of considerations including notable
improvement in credit metrics across the corporate family,
successful construction of new owned generation facilities,
bourgeoning stabilization of the Nevada economy, and continued
maintenance of good internal and external liquidity. This trend of
sound financial performance has been helped by credit supportive
decisions from the Public Utility Commission of Nevada (PUCN) and
effective cost controls.

Past rating concerns including weak consolidated credit metrics at
NVE, material reliance on purchased power and a previously sizable
construction plan have, to some extent, moderated. In terms of
credit metrics the utility subsidiaries, NPC and SPC, currently
exhibit a low-mid range "Baa" profile while NV is just marginally
investment-grade, reporting CFO (pre w/c) to debt of 14.7% in 2010
for example. However, included in these calculations is cash flow
"over-recovered" from customers in 2009-2010 as energy prices were
falling; a situation Moody's expects to partially reverse in 2011-
2012. Although this volatility in cash flows is expected to be
carefully managed it will remain a key focus of ours going
forward.

Prospectively, Moody's believes there is the ability for both
operating utilities to exhibit a stronger profile. For NPC, by far
the larger of the two, Moody's expects a general rate case to be
filed at the PUCN by mid-year 2011, seeking, among other things,
inclusion of the newly constructed Harry Allen generating plant
($660 million) into rate base.

The newly assigned Baa2 rating to NPC's planned issuance $250
million of General & Refunding (G&R) mortgage bonds, is consistent
with the ratings of its other outstanding secured G&R mortgage
bonds and representative of the two-notch rating uplift from the
existing unsecured issuer rating that Moody's applies for most
investment grade regulated electric and gas utilities. Proceeds
from the bond offering are expected to help refinance a $350
million 8.25% note maturing June 1, 2011. At this time Moody's has
also maintained the normal one notch differential between the
senior unsecured rating of the parent, at Ba2 and the operating
companies, both Ba1 for structural subordination. Moody's notes
that $506 million, or approximately 10% of the company's
consolidated debt of $5.3 billion, is issued by the parent, NVE.

NVE's liquidity appears sufficient with two committed bank
facilities (NPC: $600 million; SPC: $250 million) which aren't
due to expire until April 2013. Capital spending estimates and
external financing requirements have been reduced in recent
periods as certain construction projects have been scaled back
due to the recession or completed. New transmission capacity and
smart-grid implementation will be the capital focus over the next
couple of years. As noted above, it is likely that cash flow will
be "returned" to customers in 2011 in the form of a rate
adjustment as the current deferred energy liability ($315 million
at year-end 2010) is amortized into rates (actual energy and
purchased power is PUCN reviewed quarterly and amortization of any
asset or liability is re-set annually). Moody's believes the
company has the flexibility to meet this operational need in 2011,
as well as planned capital spending (around $500 million) and
common dividend (around $120 million), with its current internal
and external sources.

The stable rating outlook for NVE, NPC and SPC reflects a
continued trend of sound financial performance, helped by credit
supportive decisions from the PUCN and effective cost controls.
Successful execution of capital spending plans and rate case
filings could lead to further positive rating action over the next
twelve-to-eighteen months. Although unlikely given the upgrade and
stable outlook, downward rating pressure could be introduced if
there were an unexpected and material new debt issuance at NVE or
the company diverges from its past practice of issuing common
equity to balance any new utility debt issues.

The principal methodology used in rating NV Energy Inc. was
Regulated Electric and Gas Utilities rating methodology published
in August 2009.

NV Energy, Inc., is a holding company whose principal
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are electric and electric and gas utilities,
respectively, that operate within the state of Nevada. NV
Energy's headquarters are in Las Vegas, NV.


OFFSHORE WARRIORS: Court Considers Case Dismissal Plea on May 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a hearing on May 24, 2011, at 10:00 a.m., to consider
Offshore Warriors, Inc.'s request to dismiss its case.

The Debtor related that it no longer desires to be in bankruptcy.

Lafayette, Louisiana-based Offshore Warriors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10-
51881) on Dec. 7, 2010.  William C. Vidrine, Esq., at Vidrine &
Vidrine Law Firm, serves as the Debtor's bankruptcy counsel.
According to its schedules, the Debtor disclosed $12,313,694 in
total assets and $6,589,547 in total liabilities.


ORDWAY RESEARCH: Section 341(a) Meeting Schedules for June 6
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Ordway Research Institute, Inc.'s Chapter 11 case on June 6,
2011, at 11:00 a.m.  The meeting will be held at 74 Chapel Street,
Hearing Room 101, Ground Floor, Albany, New York.

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.

Albany, New York-based Ordway Research Institute, Inc., filed for
Chapter 11 protection (Bankr. S.D. NY Case No. 11-11322) on
April 28, 2011.  Bankruptcy Judge Robert E. Littlefield, Jr.,
presides the case.  Gregory J. Mascitti, Esq., at Leclairryan, A
Professional Corporation, represents the Debtor in its
restructuring effort.  The Debtor estimated assets at $10 million
to $50 million and debts at $10 million to $50 million.


OWENS CORNING: Asbestos Trust Subpoenaed for Docs. Inspection
-------------------------------------------------------------
Certain asbestos claimants served a subpoena on the Owens
Corning/Fibreboard Asbestos Personal Injury Trust and its
registered agent, Wilmington Trust Company, to permit inspection
of the premises of the Owens Corning Iron Mountain Facility in
Obetz, Ohio, in early April 2011.

The subpoena includes document requests that pertain to Owens
Corning Fiberglass' Pre-1973 asbestos-related files, a list of
which is available for free at:

     http://bankrupt.com/misc/OwensSubpoena4-29.pdf

The subpoena was issued by Donna L. Harris, Esq., at Pinckney,
Harris & Weideinger, in Wilmington, Delaware, as counsel for
certain personal injury claimants.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


PHILADELPHIA RITRENHOUSE: Seeks to Hire C.B.D. as Representative
----------------------------------------------------------------
Philadelphia Rittenhouse Developer, L.P., seeks the U.S.
Bankruptcy Court authority to employ C.B. Development Services,
Inc. as owner's representative.

The Debtor has determined that it requires the services of an
Owner's Representative to, among other things:

   a. provide experience personnel on-site responsible for day-
      to-day construction administration of the Project;

   b. review and verify Construction Manager's construction cost
      estimates and aid in the development of unit prices to
      include both base building and tenant fit-up work; and

   c. administer the close-out of the design professionals and
      Construction Manager(s) under their contracts and
      agreements.

Since the Petition Date, the Debtor has made three payments to
C.B. Development amounting $31,600; $16,000; and $19,525.

C.B. Development is owed $189,072 for Prepetition services
rendered on behalf of the Debtor.

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PROFILE TECHNOLOGIES: Files for Bankruptcy Protection
-----------------------------------------------------
Profile Technologies, Inc., filed on May 9, 2011, for a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Eastern District of New York.

The Company says it will continue to operate in the ordinary
course of business as a "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.

The Company anticipates that the filing will bring an orderly,
timely and cost effective conclusion to the process of analyzing
and implementing strategic alternatives for addressing the
Company's capital structure and working capital needs.  Chapter 11
of the Bankruptcy Code provides a court-supervised mechanism that
the Company believes is the best venue for efficiently selecting
and implementing the optimum strategic options for the Company for
the benefit of its stakeholders.

                    About Profile Technologies

Profile Technologies, Inc. -- http://www.profiletech.net-- is
headquartered in Manhasset, NY with an Operations and Research
facility in Albuquerque, NM.  It is the developer and owner of
proprietary, patented technologies that utilize electromagnetic
waves to detect and characterize corrosion and other anomalies on
cased, insulated and other pipelines.


PROFILE TECHNOLOGIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Profile Technologies, Inc.
        2 Park Avenue, Suite 201
        Manhasset, NY 11030

Bankruptcy Case No.: 11-43930

Chapter 11 Petition Date: May 9, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Randall S. D. Jacobs, Esq.
                  RANDALL S. D. JACOBS, ESQ.
                  110 Wall Street, 11th Floor
                  New York, NY 10005
                  Tel: (212) 709 8116
                  Fax: (973) 226-8897
                  E-mail: rsdjacobs@chapter11esq.com

Total Assets: $332,882 as of March 31, 2011

Total Debts: $1,331,328 as of March 31, 2011

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-43930.pdf

The petition was signed by Richard L. Palmer, Esq., president.


QUALITY DISTRIBUTION: Files Form 10-Q; Posts $2.72MM Income in 1Q
-----------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
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 total shareholders' deficit.

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

                       http://is.gd/P6b7Ud

                   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."


REAL MEX: Incurs $6.23 Million Net Loss in March 27 Quarter
-----------------------------------------------------------
Real Mex Restaurants, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $6.23 million on $116.23 million of total revenues for
the three months ended March 27, 2011, compared with a net loss of
$5.50 million on $120.42 million of total revenues for the three
months ended March 28, 2010.

The Company's balance sheet at March 27, 2011, showed $276.64
million in total assets, $255.35 million in total liabilities and
$21.29 million in total stockholders' equity.

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

                        http://is.gd/GDiqoE

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.


REVLON CONSUMER: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of Revlon
Consumer Products Corporation's, including its Corporate Family
rating and Probability of Default rating at B1.  Moody's also
assigned a Ba3 rating to the company's proposed $800 million
senior secured term loan facility.  Final ratings of the new term
loan, proceeds of which will be used to refinance amount
outstanding under its existing term loan facility, will be subject
to Moody's review of final loan documentation.  Moody's will
withdraw ratings of the existing term loan facility when the
transaction is completed.  The outlook is stable.

                       Ratings Rationale

Revlon's B1 corporate family rating reflects the company's global
brand franchises, strong geographic and product diversification
for a number of well known brands in color cosmetics, hair color
and fragrances, and sustained strong profitability (EBITA margins
of 16.2%) and cash flow metrics (Free Cash Flow to Debt of 6.9%).
Revlon's ratings are constrained by its still relatively high
adjusted leverage (Debt to EBITDA of 5.4 times) and limited scale
in the highly competitive cosmetics category characterized by
deep-pocketed, large competitors.

Moody's expects the company's recent operating and financial
momentum to continue despite the ongoing challenges of the
macroeconomic environment and intensified competitive activity.
Revlon's profitability is also likely to remain at strong levels
despite ongoing investments needed to maintain revenue growth and
market share including significant product development, product
display capital outlays and brand advertising and promotional
spending.  Nevertheless, Revlon's ratings will remain somewhat
constrained by the highly competitive nature of the cosmetics and
personal care category in which it operates and the company's
still relatively high adjusted leverage (5.4 times).

"Revlon is well positioned to build on the sales momentum across
all of its geographies and brands, including its mature U.S.
business, generating continued strong organic growth of 7% in the
first quarter," says Moody's Vice President and Senior Credit
Officer Janice Hofferber.  "This acceleration of brand performance
combined with its multi-year deleveraging and good liquidity
profile should provide significant financial flexibility to
support new product development and brand awareness critical in
the high competitive global cosmetics category," adds Ms.
Hofferber.

These ratings of Revlon were assigned:

* $800 million senior secured term loan facility due November
   2017** at Ba3 (LGD 3, 30%)

   (**) or August 2015 in the event the company's senior secured
        notes are not refinanced

These ratings of Revlon were affirmed:

* Corporate Family rating at B1;
* Probability of Default rating at B1;
* $140 million senior secured asset based revolving credit
   facility due March 2014 at Ba1 (LGD 1, 1%);
* $782 million senior secured term loan facility due March 2015
   at Ba3 (LGD 3, 30%);
* $330 million 9 3/4% Senior Secured Notes due November 2015 at
   B2
   (LGD 5, 72%);
* Speculative grade liquidity rating of SGL-2.

Outlook is stable.

Revlon's ratings could be upgraded if the company was able to
continue to demonstrate consistent above average organic growth,
improved market share for its core Revlon and Almay brands and
sustain credit metrics including Debt-to-EBITDA below 4.5 times
and EBITA-to-interest expense of at least 3.0 times.

Revlon's ratings could be downgraded if the company's operating
performance deteriorated such that EBITA margins dropped below
12%, Debt-to-EBITDA exceeded 5.5 times or EBITA-to-interest
expense dropped below 1.5 times.  Any shift in the financial
policy of Revlon or of its majority-owner, M&F, towards debt-
financed acquisitions and share repurchases, could also result in
a downgrade.

The principal methodology used in rating Revlon Consumer Products
Corporation's was the Global Packaged Goods Industry Methodology,
published July 2009.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

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
("M&F"), which is in turn wholly owned by Ronald O. Perelman.  M&F
beneficially owns approximately 77% of Revlon's outstanding Class
A common stock, 100% of Revlon's Class B common stock and 78% of
Revlon's combined outstanding shares of Class A and Class B common
stock, which together represent approximately 77% of the combined
voting power of such shares.  Revlon's net sales for the twelve-
month period ended March 31, 2011, were approximately
$1.3 billion.


ROTECH HEALTHCARE: Incurs $2.69 Million Net Loss in March 31 Qtr.
-----------------------------------------------------------------
Rotech Heathcare Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.69 million on $121.50 million of net revenues for the three
months ended March 31, 2011, compared with a net loss of $6.51
million on $123.36 million of net revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $296.20
million in total assets, $576.35 million in total liabilities,
$5.22 million in Series A convertible redeemable preferred stock,
and a $285.37 million total stockholders' deficiency.

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

                        http://is.gd/5RFofa

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.
The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering. "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.


ROTHSTEIN ROSENFELDT: Rosenfeldt's Wife Settles Lawsuit
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that the wife of Ponzi-scheme
operator Scott Rothstein has agreed to turn over such belongings
as furniture, her 2008 Ford Expedition and a ruby and diamond
heart ring in order to settle litigation claiming that she owes
more than $1 million to the creditors of her husband's now-defunct
law firm

                    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 Jan. 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.


RYDER MEMORIAL: S&P Affirms 'BB' Rating on $10.9MM Bonds
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB' rating on the $10.9 million
series 1996 bonds issued for Ryder Memorial Hospital (Ryder) by
the Puerto Rico Industrial, Medical, and Higher Education and
Environmental Pollution Control Facilities Finance Authority.

Standard & Poor's based the outlook revision on Ryder's continued
operating and excess losses in fiscal 2010, which contributed to
weak coverage of maximum annual debt service at 1.24x as per
Standard & Poor's calculation, which includes capital leases and
other loans.

Management has indicated that there is no rate-covenant violation
as defined in the bond documents because coverage under the
indenture agreement was calculated at 1.48x. Standard & Poor's
noted that the underlying operating results have actually improved
despite declining admissions, outpatient visits, and surgery
volume, but the hospital had to take a $2.4 million one-time
expense in fiscal 2010 to cover a malpractice claim. Were it not
for the one-time expense (Ryder is self-insured for malpractice),
operating results would be slightly positive. In addition, Ryder
used its limited cash position to fund the malpractice reserve,
which negatively affected its already weak credit profile.

In Standard & Poor's opinion, credit factors that support the
rating include Ryder's dominant market position; successful
recruitment of 15 new physicians over the past two years, which
could help stem the declining admission trend; and improvement in
underlying operating results, although Standard & Poor's believes
it is unclear whether Ryder can sustain the positive surplus,
excluding the one-time charges in fiscal 2010, in the future.

The negative outlook reflects Standard & Poor's view of the
uncertainty regarding the malpractice award against Ryder Memorial
and the potential impact it could have on Ryder's already weak
credit profile.

"While underlying operating results actually improved in fiscal
2010 despite pressure on business volumes, the malpractice
judgment, should it remain in its current form, would add further
pressure to the rating and likely result in a downgrade," said
Standard & Poor's credit analyst Stephen Infranco. "However,
should the appeal process result in a significantly reduced
judgment and Ryder sustains its improved operating results into
fiscal 2011, while maintaining liquidity levels that are
commensurate with the current rating, then a return to a stable
outlook could be warranted," said Mr. Infranco.

Standard & Poor's believes that for Ryder to achieve a positive
outlook or higher rating, it must achieve its operational target
of positive operations in fiscal 2011 and sustain the improved
level over time, thereby improving its balance sheet and income
statement metrics. A favorable ruling of the malpractice appeal
would also be viewed positively, as Ryder could potentially
release part or all of the reserve back to unrestricted cash.


SATELITES MEXICANOS: Bankruptcy Court Confirms Chapter 11 Plan
--------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. disclosed that the U.S.
Bankruptcy Court in the District of Delaware has confirmed its
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code which Satmex filed, together with its
subsidiaries, Alterna' TV Corporation and Alterna' TV
International Corporation, on April 6, 2011.  The Plan is purely a
balance sheet restructuring, and has no effect on employees or
trade creditors As part of the Plan, the issuance of $325 million
in principal amount of new 9.5% senior secured notes due 2017 was
also approved.  The Notes were issued at par on May 5, 2011, by
Satmex Escrow, S.A. de C.V., a bankruptcy-remote wholly owned
subsidiary of Satmex.  If certain conditions are satisfied, Satmex
Escrow will merge with and into Satmex in connection with the
emergence of Satmex and its subsidiaries from Chapter 11, which,
as planned, is expected on May 26, 2011.

Upon emergence from Chapter 11, the net proceeds from the offering
of the Notes will be used to repay Satmex's existing First
Priority Senior Secured Notes due 2011 and, along with the
proceeds of a $96.25 million fully-backstopped rights offering of
equity securities to holders of Satmex's Second Priority Senior
Secured Notes due 2013, fund the completion of the Satmex's Satmex
8 satellite scheduled to be launched in 2012 to replace its Satmex
5 satellite, to purchase 100% of the current equity in Satmex
(subject to the satisfaction of certain conditions) and to
position Satmex to pursue future growth opportunities.

"We believe the reorganization plan and new capital structure will
allow Satmex to emerge from Chapter 11 with the financial
flexibility necessary to complete the construction and launch of
Satmex 8 and realize our substantial growth potential," said
Patricio E. Northland, Satmex Chief Executive Officer.  "I want to
again extend my appreciation for the support of our employees,
business partners and customers, to whom we look forward to
continuing to provide the highest quality of fixed satellite
services."

Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. are serving as financial advisors to Satmex.  Greenberg
Traurig is serving as U.S. counsel and Rubio Villegas & Asociados
are serving as Satmex's Mexican counsels.

Jefferies & Company, Inc. is serving as the financial advisor to
certain holders of the Second Priority Notes.  Ropes & Gray LLP is
serving as U.S. counsel and Cervantes Sainz as Mexican counsel to
this group.

Dechert LLP is serving as U.S. counsel to certain holders of the
First Priority Notes.  Galicia Abogados, S.C. is serving as
Mexican counsel to this group.

Bracewell & Giuliani LLP is serving as counsel to the Series B
Directors of Satmex's Board.

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SCI REAL ESTATE: Seeks to Employ Haskell & White as Accountant
--------------------------------------------------------------
SCI Real Estate Investments, LLC, and Secured California
Investments, Inc. ask the U.S. Bankruptcy Court for the Central
District of California for authority to employ Haskell & White LLP
as accountant.

Haskell & White will provide these services:

   -- preparation of Debtors' federal and California LLC and
      corporate income tax returns for the year ended December
      31, 2010 for the Debtors;

   -- preparation of ongoing tax compliance for the Debtors, as
      necessary;

   -- audit of financial statements for certain related entities,
      as necessary; and

   -- tax and accounting consulting for the Debtors, as
      necessary.

The Debtors provided Haskell with a postpetition retainer
amounting $15,000 and ageed to pay the services at these hourly
rates:

     Partners/Officers                       $425
     Senior Managers                         $285
     Managers                                $235
     Senior Associates                       $170
     Associates                              $135
     Accounting Assistants                    $60

Brad A. Graves, a member of Haskell & White, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.


SCOVILL FASTENERS: Creditors Oppose Rushed Bid Timeline
-------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Scovill Fasteners Inc. will have opposition from the
creditors' committee at the hearing today, May 12, for approval of
sale procedures.  Before the Chapter 11 filing on April 19,
Scovill agreed to sell almost all of its assets to Global Equity
Capital LLC for $17 million plus the cost of curing contract
defaults.  To test if there is a better offer, Scovill wants
competing bids by May 27.

According to the report, appointed May 2, the committee says too
little time is being afforded anyone wishing to participate at the
auction.  The committee also complains that sale proceeds will go
to the secured lender, leaving "little or no cash recovery" for
unsecured creditors, even though the lender doesn't have a lien on
assets like lawsuits.  The committee also contends the $65,000
budget for the committee's professionals is inadequate. There also
should be a fund set aside from the sale to fund a wind-down of
the company's affairs in bankruptcy court, the committee said.

Mr. Rochelle relates that the bankruptcy judge in Gainesville,
Georgia, previously gave interim approval for $20.8 million in
secured financing from General Electric Capital Corp., as agent
for lenders.

                     About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Carl Marks Advises Firm in Asset Sale
--------------------------------------------------------
Carl Marks Advisory Group LLC has been retained to act as
financial advisor to Scovill Fasteners Inc., a Clarkesville, Ga.-
based manufacturer of engineered closure products used in the
apparel and industrial markets.  Scovill filed for Chapter 11
bankruptcy protection last month.  Carl Marks is facilitating the
sale of the company's operations and assets in connection with the
Chapter 11 filing.

Carl Marks was retained by Scovill to provide financial advisory
services in September 2010.  Scovill has agreed to sell nearly all
of its operations and assets to Global SFI Holdings LLC, subject
to higher and better bids and bankruptcy court approval.  The
company intends to continue to operate as usual during the
bankruptcy process.  The sale is expected to be completed by June.

                     About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SEVEN SEAS: Moody's Assigns 'B3' to Proposed $200-Mil. Notes
------------------------------------------------------------
Moody's Investors Service has corrected a May 9, 2011, release,
substituting 2015 for 2013 in the second paragraph.  The revised
release is:

Moody's Investors Service assigned a B3 rating to Seven Seas
Cruises S. DE R.L.'s (Seven Seas) proposed $200 million guaranteed
senior secured 2nd lien notes due 2019.  Moody's also assigned a
B2 Corporate Family Rating, B2 Probability of Default Rating, and
stable rating outlook.

Proceeds from the proposed note offering will be used to re-
finance the company's $139.3 million second lien term loan due
2015 and increase unrestricted cash balances. Ratings are subject
to final documentation.

Seven Seas' B2 Corporate Family Rating ("CFR") reflects the
company's high leverage, small scale in terms of capacity, and
narrow business focus on the luxury cruise market. Pro-forma for
the new note offering -- and attributing 50% of the approximate
$500 million subordinated PIK debt (PIK sub debt) at the ultimate
parent level to Seven Seas capital structure -- debt to EBITDA is
about 8.2 times; 5.5 times excluding the PIK sub debt. All ratios
are calculated using Moody's standard analytic adjustments.

The ratings also reflect the improving demand environment that is
expected to result in higher revenue and EBITDA over the next 12-
18 months, low intermediate-term capital expenditure requirements,
and Moody's expectation that the company will apply free cash flow
towards debt reduction. Also considered is Seven Seas' good
liquidity profile and limitations on the company's ability to make
dividend payments.

Seven Seas favorable earnings outlook for 2011 is evidenced by
solid forward bookings and rising cruise prices. The company has
no cruise ships on order, and maintenance capital expenditure
requirements are well below expected cash flow generation. This
should enable the company to reduce absolute debt levels.

The stable rating outlook reflects Moody's view that Seven Seas
will be able to reduce debt to EBITDA over the next 12 to 18
months to around 7.0 times including the PIK sub debt (4.5 times
excluding the PIK sub debt) and improve its EBITDA minus capital
expenditures to interest coverage to nearly 2.0 times over that
same period. The stable outlook also expects the company will
maintain its good liquidity profile.

Ratings could be lowered if it appears the company will not be
able to achieve and sustain the targeted credit metrics previously
noted and or the company's liquidity deteriorates for any reason.
A higher rating would require the company to achieve and sustain
debt to EBITDA including the PIK sub debt at or about 5.5 times
and EBITDA minus capex to interest above 2.0 times. A higher
rating would also require the company maintain its good liquidity
profile.

New ratings assigned:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

   -- $200 million guaranteed senior secured second lien notes due
      2019 at B3, LGD 4, 60%

The principal methodology used in rating Seven Seas Cruises
D.E.R.L. was the Global Lodging Industry Methodology, published
December 2007. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Seven Seas is a cruise ship operator that targets the luxury
segment of the cruise industry. Seven Seas was acquired by
Prestige Cruise Holdings, Inc. (PCH) in January 2008. PCH also
owns and operates Oceania Cruises, Inc. (B3, outlook stable).


SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note
-----------------------------------------------------------
Smart Online, Inc., on May 4, 2011, sold an additional convertible
secured subordinated note due Nov. 14, 2013, in the principal
amount of $400,000 to a current noteholder upon substantially the
same terms and conditions as the previously issued notes sold on
Nov. 14, 2007, Aug. 12, 2008, Nov. 21, 2008, Jan. 6, 2009,
Feb. 24, 2009, April 3, 2009, June 2, 2009, July 16, 2009,
Aug. 26, 2009, Sept. 8, 2009, Oct. 5, 2009, Oct. 9, 2009, Nov. 6,
2009, Dec. 23, 2009, Feb. 11, 2010, April 1, 2010, June 2, 2010,
July 1, 2010, Aug. 13, 2010, Aug. 30, 2010, Sept. 14, 2010,
Sept. 30, 2010, Nov. 9, 2010, Feb. 7, 2011, March 4, 2011 and
April 6, 2011.  The Company is obligated to pay interest on the
New Note at an annualized rate of 8% payable in quarterly
installments commencing Aug. 4, 2011.  The Company is not
permitted to prepay the New Note without approval of the holders
of at least a majority of the aggregate principal amount of the
Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.49 million
in total assets, $20.80 million in total liabilities, and a
$19.31 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SOUTHWEST CHURCH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Southwest Church of Christ, Inc.
        3100 13th Street NW
        Washington, DC 20010

Bankruptcy Case No.: 11-00362

Chapter 11 Petition Date: May 9, 2011

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jamison Bryant Taylor, Esq.
                  RISM LLC
                  1218 11th Street NW
                  Washington, DC 20001
                  Tel: (202) 997-3802
                  E-mail: jtaylor@rismllc.com

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

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

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

The petition was signed by Melvin Shannon, chairman of the board
of trustees.


SPANISH BROADCASTING: To Acquire Houston Television Station
-----------------------------------------------------------
Spanish Broadcasting System, Inc., announced that on May 2, 2011,
it entered into an agreement to acquire KTBU-TV (Digital
42;Virtual Channel 55) and other television assets serving the
Houston market from U.S. Farm & Ranch Supply Company, Inc., and
certain of its subsidiaries for $16.0 million.  The acquisition is
expected to close in the third quarter of 2011, pending FCC
approval.

KTBU-TV is a full-power television facility reaching approximately
1.8 million households in Houston, the nation's fourth-largest
Hispanic television market, through its over-the-air, cable and
satellite distribution platforms.

Raul Alarcon, President and CEO of SBS commented, "Houston is a
leading U.S. Hispanic market and this transaction is an ideal
expansion of our Mega TV footprint, given the rapidly growing
national Hispanic population."

The Company intends to fund the acquisition from cash-on-hand and
free cash flow generated from operations.

Since SBS launched Mega TV five years ago, the network has
expanded its distribution to 5.6 million households via affiliates
in 11 cities across the U.S. and Puerto Rico, as well as cable and
satellite distribution throughout the U.S. and Puerto Rico.  SBS
leverages its diversified media resources to provide
infrastructural support to Mega TV and develops original content
for the network at production facilities located in Miami, Florida
and San Juan, Puerto Rico, with additional bureaus in New York and
Los Angeles.

"MegaTV has always been at the forefront in providing original
Hispanic programming to an audience that expects high quality and
engaging content.  We are proud to expand our commitment to our
viewers by bringing Mega TV to Houston on KTBU Channel 55,"
commented Albert Rodriguez, Chief Revenue Officer of SBS.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/nvfYjA

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$474.82 million in total assets, $430.98 million in total
liabilities, $92.35 million in 10 3/4% Series B cumulative
exchangeable redeemable preferred stock, and $48.51 million in
total stockholders' deficit.


SPECIALTY PRODUCTS: Hires Ernst & Young as Accountant
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Specialty Products Holding Corp. and its Debtor
affiliates to hire Ernst & Young LLP as accounting services
provider as of February 25, 2011.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products, along with affiliates, filed Chapter 11
petitions to create a trust taking over liability for 10,000
asbestos claims.

Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del.
Lead Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., filed a separate Chapter 11 petition
on May 31, 2010 (Case No. 10-11779), estimating its assets and
debts at $100 million to $500 million.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the Debtors.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as co-counsel.  Logan and Company
is the Company's claims and notice agent.  Blackstone Advisory
Partners L.P. is the Debtors' financial advisor and investment
banker.

As of the Petition Date, the Debtors were defendants in more than
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


STOKES ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stokes Electric of Central Florida, Inc.
        3711 N.W. 27th Avenue
        Ocala, FL 34475-3221

Bankruptcy Case No.: 11-03386

Chapter 11 Petition Date: May 10, 2011

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

Judge: Paul M. Glenn

Debtor's Counsel: Richard A. Perry, Esq.
                  RICHARD A PERRY, ATTORNEY AT LAW
                  820 S E Fort King Street
                  Ocala, FL 34471
                  Tel: (352) 732-2299
                  E-mail: richardperry@richard-a-perry.com

Scheduled Assets: $2,266,786

Scheduled Debts: $2,655,480

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-03386.pdf

The petition was signed by Charles B. Stokes, Jr., president.


SZCZEPANSKI INVESTMENTS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Szczepanski Investments, LLC
        8777 Myers Road
        Centerburg, OH 43011-9434

Bankruptcy Case No.: 11-55011

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: J. Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

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

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

The petition was signed by Ruth A. Szczepanski, co-managing
member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Huntington National Bank       Various Loan         $2,800,000
c/o Christopher N. Swank           Documents and
100 South Third Street             Related Guaranty
Columbus, OH 43215


TASTY BAKING: Incurs $4.32 Million Net Loss in March 26 Quarter
---------------------------------------------------------------
Tasty Baking Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $4.32 million on $45.64 million of net sales for the 13 weeks
ended March 26, 2011, compared with a net loss of $3.92 million on
$43.13 million of net sales for the 13 weeks ended March 27, 2010.

The Company's balance sheet at March 26, 2011, showed $153.32
million in total assets, $172.18 million in total liabilities and
a $18.86 million total shareholders' deficit.

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

                        http://is.gd/oS3Gb9

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at Dec. 25, 2010 showed $153.84
million in total assets, $170.82 million in total liabilities and
$16.98 million in shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TERRA-GEN FINANCE: Moody's Puts 'Ba3' on US$360MM Sec. Loans
------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Terra-Gen
Finance Company, LLC's proposed $360 million of senior secured
credit facilities.  The facilities are made up of a $300 million
senior secured term loan due in 2017 and a $60 million senior
secured working capital facility due in 2016.  The rating outlook
is stable.

Terra-Gen is a special purpose entity formed by Terra-Gen Power,
LLC, a renewable energy company owned by affiliates of ArcLight
Capital Partners (60%) and Global Infrastructure Partners (40%).
Terra-Gen owns or leases a portfolio of 1,236 MWs of renewable
generating capacity.  The portfolio is made up of ownership
interests in 1,080 MWs of wind, 89 MWs of solar, and 67 MWs of
geothermal generating facilities located in the western United
States.  The 1,080 MWs of wind generation includes 720 MWs of Alta
Wind I-V, which are the first five phases of the Alta Wind Energy
Center, an up to 3,000 MW wind facility being developed by
affiliates of Terra-Gen in the Tehachapi Pass region of Southern
California. Approximately 89% of the capacity of the portfolio is
sold to Southern California Edison (SCE, sr. unsec. A3) under long
term contracts maturing between 2014 and 2038.  These contracts
are expected to provide approximately 93% percent of Terra-Gen's
revenue over the next seven years.

Proceeds from the term loan will be used to refinance specified
existing indebtedness of the Borrower, to fund a cash distribution
to the Parent, to partially fund the Debt Service Reserve Fund,
and to pay fees and expenses related to the transaction.  The
working capital facility will primarily be used for the issuance
of letters of credit supporting project-level obligations, for the
issuance of the debt service reserve letter of credit, and for
other general corporate purposes.

                        Ratings Rationale

The Ba3 rating considers the benefits of portfolio diversification
across 22 power projects and three renewable technologies (wind,
solar, and geothermal).  The rating also reflects the mostly
contracted cash flows generated under long-term power purchase
agreements with primarily investment grade counterparties; a
capable operator with a long operating history; and strong
political and regulatory support for renewable energy.  In
addition, Terra-Gen benefits from the involvement of financially
supportive sponsors in ArcLight and GIP, which have invested over
$1 billion into Terra-Gen to date.  However, the recommendation
also considers the high leverage at the underlying project assets,
uncertainty surrounding SRAC (short-run avoided cost) and MPR
(Market Price Referent) pricing, and the structurally subordinated
position of the holding company lenders.

The Ba3 rating for Terra-Gen considers these credit strengths:

* Terra-Gen benefits from contracted project revenues largely
   from investment grade counterparties, which are generated
   through resource diverse projects in its portfolio.

* Terra-Gen's portfolio is comprised of 22 projects spread over
   three different renewable technologies, thus diversifying
   operational and technology risk.

* The collateral is similar to other holding company financings
   and consists of security in Terra-Gen equity, collateral in all
   of the accounts and the existence of a restricted payments
   test.

   Importantly, liquidity at the Terra Gen level is bolstered by a
   9-month debt service reserve composed of (i) a 3-month cash
   funded debt service reserve plus (ii) a 6-month DSR letter of
   credit provided under the working capital facility.  Additional
   liquidity is provided by the remaining capacity under the
   working capital facility not used for letters of credit and an
   additional 3-month corporate G&A expense reserve.

* The Company's sponsors, ArcLight and GIP, are strategic
   investors focused exclusively on the power, energy, and
   infrastructure sectors.  ArcLight and GIP have invested
   approximately $1 billion in Terra-Gen to date.

The rating also reflects these areas of credit concern:

* An important consideration is the wind resource risk.  Moody's
   notes that the large and well established wind regime in the
   Tehachapi Pass region of Southern California partially
   mitigates this risk.  Moody's evaluated the cash flow forecasts
   using the base case provided by Terra-Gen as well as a number
   of sensitivity scenarios, including lower wind volumes.

* A high degree of consolidated leverage in the underlying
   project portfolio.

* The normal operating risk associated with power project assets.

* Refinancing risk, although this is considered by Moody's to be
   manageable given the 6-year refinancing window, the relatively
   small amount of refinancing at the end of the term, and the
   long-term nature of the PPAs, which have expiry dates ranging
   out to 2038, and which will still have a weighted average
   remaining term of over 12 years upon maturity of the term loan.

* The structurally subordinated position of the lenders to the
   holding company in relation to existing debt at the underlying
   projects totaling approximately $1.7 billion (on a GAAP book
   basis) as of December 31, 2011, and the lack of hard asset
   security available to lenders.

* The Ba3 rating also reflects a degree of concentration risk as
   approx. 93% of the revenue over the next 7 years is derived
   from SCE and 79% of Terra-Gen's assets are located in
   California.  In addition, Terra-Gen relies heavily on the Alta
   Wind projects, which represent approx. 60% of the consolidated
   cash flows to Terra-Gen over the next 7 years.

Moody's also considered structural features in the term loan
agreement, including a cash sweep that steps up or steps down
depending upon the level of debt relative to cash flow.  The
initial sweep is expected to be set at 75% for periods in which
Debt/CFADS > 3.5x but < 5.0x. The sweep will adjust to 100% if
Debt/CFADS > 5.0x or to 50% if Debt/CFADS < 3.5x.  The transaction
provides for only a 1% required annual amortization, with
additional amortization to be based upon the cash flow sweep
mechanism.  There is also a 9-month debt service reserve covering
scheduled interest and principal.  This is composed of a 3 month
cash reserve and a 6-month letter of credit. Additionally, there
are negative covenants that restrict the business and financial
activities of the Borrower and its restricted subsidiaries.

The stable outlook reflects the expectation that the portfolio of
projects will generate relatively stable and predictable cash
flows, since the cash flows are derived from long term contracts
with investment grade counterparties.  The outlook also assumes
the near term stability in the credit quality of the project off-
takers and anticipates that the projects will continue to be
operated in a manner that allows them to perform as expected.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead Moody's to
consider an upgrade would include a more rapid pay down of the
project level debt than currently projected and better than
projected base case financial performance.  Negative trends that
could lead Moody's to consider a downgrade would include credit
deterioration by key contractual off-takers, substantial operating
performance difficulties that result in a meaningful loss of cash
flow available for debt service, and financial performance that is
consistently below expectations.

Further information on the ratings rationale and the credit
strengths and concerns will be discussed in greater detail in a
Pre-Sale Report to be posted on Moodys.com.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


TRI-VALLEY CORP: Posts $2.5 Million Net Loss in 1st Quarter
-----------------------------------------------------------
Tri-Valley Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $720,905 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$2.2 million on $1.2 million of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed
$16.0 million in total assets, $6.8 million in total liabilities,
and stockholders' equity of $9.2 million.

Brown Armstrong Accountancy Corporation, in Bakersfield, Calif.,
expressed substantial doubt about Tri-Valley's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's reoccurring net
loss.

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

                       http://is.gd/jTcgrf

Bakersfield, Calif.-based Tri-Valley Corp. (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.


TRIUS THERAPEUTICS: Incurs $10-Mil. First Quarter Net Loss
----------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $10.06 million on $2.71 million of total revenues for
the three months ended March 31, 2011, compared with a net loss of
$4.27 million on $1.48 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.

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

                        http://is.gd/7c1ChF

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.


TROPICANA ENT: State of New Jersey Tax Claims Resolved
------------------------------------------------------
The Honorable Judith H. Wizmur signed a consent order resolving
the State of New Jersey's motion to provide for the NJ Tax
Division's claims.

Adamar of NJ In Liquidation, LLC, and Tropicana Entertainment
Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp.
have agreed that:

    * Claim No. 804, a second amended priority claim, filed for
      $17,196,541, will remain in the claims register and will
      not be affected by the consent order.

    * Claim No. 806, a general unsecured claim, filed for
      $84,998,552, will remain on the claims register and will
      not be affected by the consent order.

    * The NJ Debtors will not pay the NJ Tax Division's priority
      claim asserted in Claim No. 804, and the general unsecured
      claim asserted in Claim No. 806.

    * Tropicana Entertainment, Tropicana Atlantic, and Tropicana
      AC are not liable for and will not pay the NJ Tax
      Division's Priority Claim asserted in Claim No. 804 as
      well as the general unsecured claim asserted in Claim No.
      806; and

    * Tropicana Entertainment, Tropicana Atlantic, and
      Tropicana AC will not use the NJ Debtors' pre-March 8,
      2010 net operating losses on their post-March 8, 2010
      state tax returns.

                   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: LandCo Debtors Submit 1st Quarter Post-Conf. Report
------------------------------------------------------------------
Marie Ramsey, vice president of finance of the LandCo Debtors,
submitted separate post-confirmation quarterly summary
reports of the LandCo Debtors for the reporting period from
Jan. 1, 2011, to March 31, 2011:

                                     Beginning      Ending
LandCo Debtor                      Cash Balance  Cash Balance
-------------                      ------------  ------------
Adamar of Nevada Corporation                 $0            $0
Hotel Ramada of Nevada Corporation            0             0
Tropicana Development Company LLC             0             0
Tropicana Enterprises                         0             0
Tropicana Las Vegas Holdings, LLC             0             0
Tropicana Las Vegas Resort and Casino, LLC    0             0
Tropicana Real Estate Company, LLC            0             0

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   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: OpCo Debtors Submit 1st Quarter Post-Conf. Report
----------------------------------------------------------------
Lance Millage, chief financial officer and treasurer of
Tropicana Entertainment Inc. submitted a post-confirmation
quarterly summary report of the Reorganized OpCo Debtors for the
reporting period of Jan. 1, 2011, through March 31, 2011.

                  Tropicana Entertainment, LLC
                    Cash Sources/Uses Summary
            For the Period Jan. 1 to March 31, 2011
                           Unaudited

Beginning cash balance                              $48,066,336

All receipts received by Debtor:
Cash sales                                         89,714,555
Collection of accounts receivable                           0
Proceeds from litigation (settlement, etc)                  0
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                  89,714,555
                                                --------------
Total cash available                                137,780,891

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                     0
   excluding admin. claims of bankruptcy
   professionals
Disbursements made pursuant to the admin.             233,090
   claims of bankruptcy professionals
All other disbursements made in the ordinary       71,414,279
   course
                                                --------------
Total disbursements                                  71,647,369
                                                --------------
Ending Cash Balance                                 $66,133,521
                                                ==============


                  Tropicana Entertainment, LLC
                     Combined Balance Sheet
                       As of March 31, 2011
                           Unaudited

                             ASSETS

Current Assets
Cash - unrestricted                               $30,446,634
Cash - restricted                                  15,293,589
Accounts receivable - net                          14,237,523
Inventory                                           1,658,150
Notes receivable                                            0
Prepaid expenses                                    8,484,646
Other                                                       0
                                                --------------
Total Current Assets                                 70,120,542

Property, Plant and Equipment
Real property, buildings, boats and               245,040,350
   improvements
Machinery and equipment                                     0
Furniture, fixtures and office equipment           34,372,999
Vehicles                                                    0
Leasehold improvements / CIP                        3,011,765
Less: Accumulated depreciation/depletion          (22,850,813)
                                                --------------
Total property, plant and equipment                 259,574,301

Due from affiliates and insiders                            0
Other                                              64,501,723
                                                --------------
TOTAL ASSETS                                       $394,196,566
                                                ==============

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $8,468,748
Taxes payable                                       6,056,163
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                       (109,082)
Other                                              57,359,237
                                                --------------
Total postpetition liabilities                       71,775,066

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                 0
                                                --------------
Total Liabilities                                    71,775,066

Equity:
Common stock                                                0
Retained earnings (deficit)                       322,421,500
                                                --------------
Total Equity (Deficit)                              322,421,500
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY               $394,196,566
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   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)


TWIN CITY: Wells Fargo Holds Sr. Security Interest in Receivables
-----------------------------------------------------------------
In the case, The Commercial and Savings Bank, v. Wells Fargo Bank
National Association, as Indenture Trustee, Adv. Pro. No. 10-6130
(Bankr. N.D. Ohio), the parties seek a determination of who holds
a senior security interest in Twin City Hospital's accounts
receivable.  Because of an error by the Ohio Secretary of State,
the financing statement filed by the Defendant was not properly
indexed. Thereafter, but before the error was recognized, the
Plaintiff filed a financing statement claiming an interest in the
receivables.  The state agency later issued a corrective entry. As
a result of the filings, both parties assert they hold the first
lien in the accounts receivable.  The Defendant filed a motion for
summary judgment.

In his April 22, 2011 Memorandum of Opinion, Bankruptcy Judge Russ
Kendig ruled that Wells Fargo holds the senior security interest
in Twin City Hospital's accounts receivable.  A copy of the
Court's Memorandum of Opinion and Order are available at
http://is.gd/L7ccKZand http://is.gd/WitJDBfrom Leagle.com.

                      About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on Oct. 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


UNIFI INC: Files Form 10-Q; Posts $4-Mil. Loss in March 31 Qtr.
---------------------------------------------------------------
Unifi, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $4.04 million on $178.16 million of net sales for the quarter
months ended March 27, 2011, compared with net income of $771,000
on $154.68 million of net sales for the quarter ended March 28,
2010.  The Company also reported net income of $11.57 million on
$512.98 million of net sales for the nine months ended March 27,
2011, compared with net income of $5.21 million on $439.79 million
of net sales for the nine months ended March 28, 2010.

The Company's balance sheet at March 27, 2011, showed $533.23
million in total assets, $242.72 million in total liabilities and
$290.51 million in shareholders' equity.

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

                        http://is.gd/AdUGqE

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.


UNIVERSAL SOLAR: Incurs $260,382 Net Loss in First Quarter
----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $260,382 on $955,011 of sales for the
three months ended March 31, 2011, compared with a net loss of
$248,642 on $0 of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $9.65
million in total assets, $10.75 million in total liabilities and a
$1.10 million total stockholders' deficiency.

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

                        http://is.gd/rKm4xW

                       About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.

As reported by the TCR on April 5, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about
Universal Solar Technology's ability to continue as a going
concern, after auditing the Company's 2010 results.  The
independent auditors noted that the Company's current liabilities
exceeded its current assets by $1,484,406 and the Company has
incurred net loss of $1,519,274 since inception.

The Company reported a net loss of $593,808 on $2.4 million of
sales for 2010, compared with a net loss of $389,435 on $691,713
of sales for 2009.


US AIRWAYS: Incurs $114,000,000 First Quarter Net Loss
------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported its first quarter 2011
financial results.  The Company reported a net loss excluding
special items for the first quarter 2011 of $110 million, or
($0.68) per share.  This compares to the first quarter 2010 net
loss excluding special items of $89 million, or ($0.55) per share.
On a GAAP basis, the Company reported a net loss for the first
quarter 2011 of $114 million, or ($0.71) per share.  This compares
to the first quarter 2010 net loss of $45 million, or ($0.28) per
share.

US Airways Group, Inc. Chairman and CEO Doug Parker stated, "Our
first quarter results were clearly impacted by the extremely high
price of oil, but our team did an exceptional job of managing to
largely offset that impact.  Demand for our product was strong and
unit revenues increased more than eight percent.  We also
continued to keep our non-fuel expenses in check as evidenced by a
year-over-year decline in our mainline non-fuel unit costs.

"Operationally, our team of 32,000 employees continues to deliver
outstanding results.  As recently publicized, US Airways ranked
first among the "Big Five" major network carriers in the annual
Airline Quality Rating (AQR) report.  The report, produced by
Wichita State University and Purdue University, is an industry
benchmark that measures airline reliability and service.  Through
February 2011, US Airways also ranked first among the major
network carriers in baggage handling, and we continue to place
among the best in both on-time arrivals and customer satisfaction
as measured by the Department of Transportation.  These results
have translated into additional operational incentive pay for our
team members of nearly $6 million so far in 2011.

"Looking forward, our strong revenue performance, diligent cost
control, capacity discipline and a commitment to industry leading
operational reliability, have us well positioned to compete in the
current high fuel cost environment."

                  Revenue and Cost Comparisons

A strong demand environment and a series of fare increases led to
improved revenue performance.  Total revenues in the first quarter
were approximately $3.0 billion, up 11.7 percent versus the first
quarter of 2010 on a 3.4 percent increase in total available seat
miles (ASMs).  Total revenue per available seat mile was
14.42 cents, up 8.1 percent versus the same period last year
driven primarily by a 7.6 percent increase in passenger yields.

Total operating expenses in the first quarter were $3.0 billion,
up 12.8 percent over the same period last year due primarily to a
$272 million increase in consolidated fuel expense.  Mainline cost
per available seat mile (CASM) was 13.09 cents, up 7.9 percent.
Excluding fuel and special items, mainline CASM was 8.76 cents,
down 1.3 percent versus the same period last year.  Express CASM
excluding fuel and special items was 15.10 cents, up 3.2 percent
on a 6.5 percent increase in ASMs.

                           Liquidity

As of March 31, 2011, the Company had approximately $2.5 billion
in total cash and investments, of which $345 million was
restricted, up from $2.0 billion, of which $442 million was
restricted on March 31, 2010.

             Notable First Quarter Accomplishments

Became one of the first domestic airlines to implement a company-
wide voluntary safety program through a fully functioning, FAA-
validated Safety Management System (SMS).  The SMS program
enhances flying safety for the public, and occupational safety for
employees, by moving from a traditional reactive approach to known
risks and hazards into a more predictive approach.

Signed multi-year agreement with Expedia, Inc., to continue to
offer the airline's full range of products and services, including
all fares and inventory through Expedia(R), Hotwire(R) and
Egencia(R) sites around the world.  As part of the agreement,
Expedia has committed to working to enable the distribution of
Choice Seats through new channels, including the Expedia online
travel marketplace.

Announced new, daily year-round service to begin June 2 between
its hub at Philadelphia International Airport and Quebec City.  US
Airways Express carrier Air Wisconsin will operate three flights a
day with 50-seat CRJ-200 aircraft.

Received awards from LATINA Style magazine and the Human Rights
Campaign for distinction as one of the 50 best companies for
Latinas for 2010 and a 100 percent rating on the Corporate
Equality Index, which measures companies' attitudes and policies
toward lesbian, gay, bisexual and transgender employees and
customers.

Opened a new commissary facility at its Philadelphia hub.
Originally built in 1998 by Gate Gourmet as a world-class flight
kitchen and commissary facility, this new home for US Airways'
catering functions allows the Company to provide a better product
to our customers while creating a much improved work environment
for employees.

Announced that Piedmont Airlines, a wholly owned subsidiary of US
Airways, will assume US Airways Express ground handling operations
in US Airways' Phoenix hub and 14 other locations.  Once the
transition is complete, Piedmont will manage US Airways Express
ground handling operations in each of the US Airways hubs.

Additionally, on April 21, 2011, US Airways filed an antitrust
lawsuit against Sabre Holdings Corporation and certain of its
affiliates in Federal District Court for the Southern District of
New York.  The lawsuit alleges, among other things, that Sabre has
engaged in anticompetitive practices to preserve its monopoly
power by restricting US Airways' ability to distribute its
products to its customers.

A full-text copy of US Airways' 1st quarter 2011 financial results
is available for free at:

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


                     US Airways Group, Inc.
              Condensed Consolidated Balance Sheet
                      As of March 31, 2011

ASSETS
Current assets
  Cash and cash equivalents                      $2,073,000,000
  Accounts receivable, net                          457,000,000
  Materials and supplies, net                       236,000,000
  Prepaid expenses and other                        588,000,000
                                                 --------------
Total current assets                               3,354,000,000
Property and equipment
  Flight equipment                                4,144,000,000
  Ground property and equipment                     856,000,000
  Less accumulated depreciation and amortization (1,355,000,000)
                                                 --------------
                                                  3,645,000,000
  Equipment purchase deposits                       133,000,000
                                                 --------------
  Total property and equipment                    3,778,000,000
Other assets
  Other intangibles, net                            471,000,000
  Restricted cash                                   345,000,000
  Investments in marketable securities               45,000,000
  Other assets                                      224,000,000
                                                 --------------
     Total other assets                           1,085,000,000
                                                 --------------
        Total assets                             $8,217,000,000
                                                 ==============

Liabilities and Stockholders' Deficit
Current liabilities
Current maturities of debt and capital leases      $408,000,000
Accounts payable                                    479,000,000
Air traffic liability                             1,361,000,000
Accrued compensation and vacation                   161,000,000
Accrued taxes                                       237,000,000
Other accrued expenses                              812,000,000
                                                 --------------
   Total current liabilities                      3,458,000,000

Non-current liabilities and deferred credits
Long-term debt and capital leases, net of
  current maturities                              3,885,000,000
Deferred gains and credits, net                    338,000,000
Postretirement benefits other than pensions        142,000,000
Employee benefit liabilities and other             424,000,000
                                                 --------------
Total non-current liabilities
and deferred credits                             4,789,000,000

Stockholders' equity (deficit)
Common stock                                           2,000,000
Additional paid-in capital                         2,116,000,000
Accumulated other comprehensive income                13,000,000
Accumulated deficit                               (2,161,000,000)
                                                 --------------
Total stockholders' equity (deficit)               (30,000,000)
                                                 --------------
Total liabilities and stockholders' equity        $8,217,000,000
                                                 ==============

                     US Airways Group, Inc
         Condensed Consolidated Statement of Operations
           For the Three Months Ended March 31, 2011

Operating revenues:
Mainline passenger                              $1,900,000,000
Express passenger                                  685,000,000
Cargo                                               43,000,000
Other                                              333,000,000
                                                 --------------
Total operating revenues                         2,961,000,000

Operating expenses:
Aircraft fuel and related taxes                    734,000,000
Salaries and related costs                         573,000,000
Express expenses                                   770,000,000
Aircraft rent                                      164,000,000
Aircraft maintenance                               163,000,000
Other rent and landing fees                        129,000,000
Selling expenses                                   100,000,000
Special items, net                                   3,000,000
Depreciation and amortization                       60,000,000
Other                                              304,000,000
                                                 --------------
    Total operating expenses                      3,000,000,000
    Operating loss                                  (39,000,000)

Non-operating income (expense):
Interest income                                      1,000,000
Interest expense, net                              (77,000,000)
Other, net                                           1,000,000
                                                 --------------
     Total non-operating expense, net               (75,000,000)

Loss before income taxes                            (114,000,000)
Income tax provision                                         -
                                                 --------------
Net loss                                           ($114,000,000)
                                                 ==============

                     US Airways Group, Inc.
         Condensed Consolidated Statement of Cash Flows
           For the Three Months Ended March 31, 2011

Net cash provided by operating activities           $345,000,000
Cash flows from investing activities:
Purchases of property and equipment                (40,000,000)
Sales of marketable securities                      12,000,000
Decrease in long-term restricted cash               19,000,000
                                                 --------------
Net cash used in investing activities                 (9,000,000)

Cash flows from financing activities:
Repayments of debt & capital lease obligations    (128,000,000)
Proceeds from issuance of debt                       6,000,000
Deferred financing costs                                     -
                                                 --------------
Net cash used in financing activities               (122,000,000)
Net increase in cash and cash equivalents            214,000,000
Cash and cash equivalents at beginning of period   1,859,000,000
                                                 --------------
Cash and cash equivalents at end of period        $2,073,000,000
                                                 ==============

                   Annual Report Filed With SEC

US Airways Group, Inc. filed its annual report on Form 10-K with
the U.S. Securities and Exchange Commission for the year ended
Dec. 31, 2010.

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

              http://ResearchArchives.com/t/s?74b2

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Provides Update on 2011 Financial Outlook
-----------------------------------------------------
US Airways Group Inc. has filed with the U.S. Securities and
Exchange Commission on April 26, 2011, a report about its
financial and operational outlook for 2011 on Form 8-K.

The company disclosed that it would reduce capacity in the third
and fourth quarter by approximately 1% percent versus its
previous guidance.  With these changes, 2011 total system
capacity is now expected to be up approximately 1% versus 2010,
US Airways Group said.

US Airways Mainline is forecast to be up approximately 1.5%, with
domestic capacity expected to be up slightly and international up
approximately 4%.  Meanwhile, US Airways Express is expected to
be down approximately 1%.

US Airways Group also disclosed that as of March 31, 2011, it had
approximately $2.46 billion in total cash and investments, of
which $345 million was restricted.  Meanwhile, the company's
auction rate securities had a book value of $45 million as of
that date.

A full-text copy of the report is available for free at
http://ResearchArchives.com/t/s?75d3

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Court Denies Dismissal of F. Holcombe's Claims
----------------------------------------------------------
Fougere Holcombe, a former employee of US Airways Inc., filed
Claim No. 3018 in USAir's second bankruptcy case to seek payment
of $60.475 million for alleged employment discrimination.

Ms. Holcombe's claim was opposed by the Reorganized Debtors,
which filed a motion for summary judgment seeking disallowance of
the claim.  The claim was disallowed by order of the U.S.
Bankruptcy Court for the Eastern District of Virginia entered on
April 2, 2007.

Following the Bankruptcy Court's ruling, Ms. Holcombe appealed to
the U.S. District Court for the Eastern District of Virginia
which entered an order affirming the Bankruptcy Court's decision
on November 16, 2007.  Ms. Holcombe reportedly did not seek or
obtain a stay pending appeal both in the Bankruptcy Court and the
District Court.

Ms. Holcombe then appealed to the U.S. Court of Appeals for the
Fourth Circuit, which entered an order affirming the Bankruptcy
Court's decision.  The Court of Appeals, however, reversed the
District Court's November 16 order to the extent of any claims
stemming from discriminatory acts committed by US Airways after
March 18, 2003, the date its Chapter 11 plan of reorganization in
its first bankruptcy case was confirmed.

After the Court of Appeals' order took effect on May 6, 2010, a
status hearing on the matter was held during which the District
Court remanded the matter back to the Bankruptcy Court.

The Reorganized Debtors, on June 8, 2010, filed a motion to
dismiss any claims asserted by Ms. Holcombe as a result of the
remand on her appeal from the Court of Appeals.  They asserted
that whatever claims that have survived the Court of Appeals'
remand are either equitably or constitutionally moot and must be
dismissed since Ms. Holcombe did not obtain a stay pending appeal
of the Bankruptcy Court's order and that all the stock reserved
for her claim had already been distributed to other creditors.

In an order dated March 22, 2011, Judge Stephen Mitchell of the
U.S. Bankruptcy Court for the Eastern District of Virginia denied
US Airways' motion to dismiss Ms. Holcombe's claim.

Judge Mitchell said the Bankruptcy Court is unable to find that
Ms. Holcombe's claim has become moot simply because US Airways
has improperly distributed to others the stock that would have
been available for distribution to her on account of her claim.

Judge Mitchell pointed out that although recovering the shares of
stock is likely impossible, the Bankruptcy Court is not convinced
that alternate relief in the form of monetary judgment equal to
the value of the shares could not be decreed.

The Bankruptcy Court will hold an evidentiary hearing on June 20,
2011, on the issue of whether US Airways discriminated against
Ms. Holcombe under the Americans with Disabilities Act after the
Plan Confirmation Date.

The parties may conduct additional discovery limited to the
issues specified in the Court of Appeals' remand order.  Any
discovery will be concluded no later than May 16, 2011.  Without
leave of court, no party may take more than two non-party
depositions or propound more than 15 interrogatories.

The Bankruptcy Court will consider any motions for summary
judgment at the June 6, 2011 hearing.  The deadline for filing
motions for summary judgment is May 23, 2011, while the deadline
for filing responses is June 2, 2011.

In connection with the Bankruptcy Court's March 22 order, US
Airways filed a motion to compel Ms. Holcombe to respond to the
discovery and attend the deposition on May 16, 2011.  It also
requested sanctions against the claimant and her attorney,
Vladimir Matsiborchuk, for their alleged flagrant misconduct in
failing to respond to the discovery.

Ms. Holcombe allegedly refused to participate in the discovery in
retaliation for US Airways' alleged failure to provide documents
and because she does not recognize the Bankruptcy Court's
authority to order discovery or conduct a hearing on the matter.

The Bankruptcy Court will hold a hearing to consider US Airways'
motion on May 3, 2011.  The deadline for filing objections is
May 2, 2011.

              Court Denies Holcombe's Cross-Motion

In the same order, Judge Mitchell also denied Ms. Holcombe's
cross-motion to set aside the April 2, 2007 Order disallowing her
claim.

Ms. Holcombe filed the cross-motion on June 17, 2010, asserting
that she should be given an opportunity to litigate, not merely
the issue remanded by the Court of Appeals, but the entirety of
her claim because the April 2 order was obtained by a fraud on
the Bankruptcy Court and that she is entitled under Rule 60(b)(3)
to relief from that order.  She alleged, among other things, that
US Airways presented a fraudulently-altered document in support
of the summary judgment motion that resulted in the disallowance
of her claim.

Judge Mitchell said that since the altered document played no
part in the Bankruptcy Court's analysis, there is no basis to set
aside the summary judgment ruling simply because the document had
been part of the record before the Bankruptcy Court at the time
the summary judgment ruling was made.

Judge Mitchell also ruled that the other requests of Ms. Holcombe
including her requests for a full accounting with respect to
disbursement of the reserve for her claim; the disgorgement of
attorney's fees, and the imposition of sanctions under Rule 11(b)
were denied.

                Holcombe Appeals April 2 Ruling

Fougere Holcombe notified the U.S. Bankruptcy Court for the
Eastern District of Virginia that she will take an appeal from
Judge Stephen Mitchell's March 22, 2011 ruling denying her cross-
motion to set aside an April 2, 2007 order.

The April 2 order disallowed Ms. Holcombe's Claim No. 3018, which
seeks payment of $60.475 million for US Airways Inc.'s alleged
employment discrimination in violation of the Americans with
Disabilities Act.

Ms. Holcombe is seeking a determination on whether the Bankruptcy
Court:

  (1) erred in denying relief under Rule 60 (b)(3) of the
      Federal Rules of Bankruptcy Procedure when it found
      that the undisputedly fabricated US Airways Human
      Resources letter, which purposefully concealed the
      company's admission of availability of accommodation for
      her and deprived her of any opportunity to prove that US
      Airways violated its duty to provide reasonable
      accommodation, is irrelevant;

  (2) erred in denying relief under Rule 60 (b)(3) when it found
      that US Airways' concealment of information and documents,
      which would allow her to prosecute her ADA claims despite
      the bankruptcy discharge, is irrelevant; and

  (3) erred in denying imposition of sanctions against the
      Debtors and their lawyers under Rule 11 for their
      subversion of the process.

Ms. Holcombe previously filed an application to proceed in forma
pauperis on her appeal but she eventually withdrew her
application.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: January to March Traffic Results
--------------------------------------------
US Airways Group, Inc. announced March and year-to-date 2011
traffic results.  Mainline revenue passenger miles (RPMs) for the
month were 5.1 billion, up 3.9 percent versus March 2010.
Mainline capacity was 6.1 billion available seat miles (ASMs), up
3.6 percent versus March 2010.  Mainline passenger load factor was
83.4 percent, up 0.2 points versus March 2010.

In February, mainline revenue passenger miles (RPMs) for the month
were 4.0 billion, up 4.1 percent versus February 2010.  Mainline
capacity was 5.2 billion available seat miles (ASMs), up 5.3
percent versus February 2010.  Mainline passenger load factor was
76.8 percent, down 0.8 points versus February 2010.

In January, mainline revenue passenger miles (RPMs) for the month
were 4.5 billion, up 3.9 percent versus January 2010.  Mainline
capacity was 5.7 billion available seat miles (ASMs), down 0.3
percent versus January 2010.  Mainline passenger load factor was
78.3 percent, a record for the month of January and up 3.2 points
versus January 2010.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US TELEPACIFIC: S&P Keeps 'B-' Ratings on Corp. Credit & Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said Los Angeles-based
competitive local exchange carrier (CLEC) U.S. TelePacific Corp.'s
(B-/Stable/--) proposed $50 million add-on to its $435 million
senior secured term loan does not affect S&P's ratings on the
company. TelePacific plans to use the add-on loan proceeds to
finance the proposed $36 million acquisition of hosted Voice over
Internet protocol (VoIP) provider TeleKenex and the $7 million
purchase of data center operator OCiX, add about $6 million of
cash to the balance sheet, and pay related fees and expenses. "We
expect TelePacific's financial risk profile to remain highly
leveraged, with pro forma adjusted leverage of about 6.9x. Our
leverage calculation includes the present value of operating
leases and circuit lease obligations, as well as the debt-like
treatment of its preferred stock. Still, we view the acquisitions
as modestly positive for TelePacific's business risk profile as
they will expand its product portfolio, increase bandwidth
capabilities, and allow it to target higher end business
customers, which generally have lower churn and higher average
revenue per user (ARPU) characteristics," S&P related.

The 'B' corporate credit rating on parent U.S. TelePacific
Holdings Corp. remains unchanged.

Rating List

U.S. TelePacific Holdings Corp.
Corporate Credit Rating            B-/Stable/--

U.S. TelePacific Corp.
Senior Secured
  $485 mil term loan                B-
   Recovery Rating                  4


UTSTARCOM INC: CEO Lu Inks Employment Pact with China uNIT
----------------------------------------------------------
Jack Lu, the Chief Executive Officer of UTStarcom, Inc., entered
into an employment agreement with UTStarcom (China) Co., Ltd., a
subsidiary of the Company, that is to be effective as of March 1,
2011.  The Employment Contract is a form agreement used in the
People's Republic of China and, accordingly, the Subsidiary and
Mr. Lu also entered into the Amendment to Employment Contract,
dated May 5, 2011, to (a) amend (i) the involuntary termination
severance agreement previously entered into between the Company
and Mr. Lu and (ii) certain terms of the Employment Contract and
(b) provide Mr. Lu with the applicable executive benefits offered
to non-Chinese executives working in the PRC.  The terms of the
Employment Contract as amended by the Amendment reflect the terms
previously approved by the Company's board of directors on
Feb. 24, 2011.

A full-text copy of the Employment Contract is available for free
at http://is.gd/LTYLhg

A full-text copy of the Amendment to Employment Contract is
available for free at http://is.gd/hUfd8h

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on $291.53
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $225.70 million on $386.34 million of net sales
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $784.28
million in total assets, $535.34 million in total liabilities and
$248.94 million in total equity.


VIKING SYSTEMS: Incurs $446,255 Net Loss in First Quarter
---------------------------------------------------------
Viking Systems, Inc., reported a net loss applicable to common
shareholders of $446,255 on $3.12 million of net sales for the
three months ended March 31, 2011, compared with a net loss
attributable to common shareholders of $295,450 on $1.91 million
of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$4.24 million in total assets, $2.49 million in total liabilities,
all current and $1.75 million in total stockholders' equity.

Jed Kennedy, President and CEO of Viking Systems said, "We are
very pleased with the progress we made this quarter, which
represents the first full quarter of sales of our new 3DHD Vision
System since its launch in October 2010.   Not only did we
experience 63% growth in sales in this quarter but we now also
have twenty 3DHD demonstration systems deployed which we believe
is essential to ramping up sales later in the year."

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

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VISHAY INTERTECH: Share Buyback No Effect on Ba3 CFR, Moody's Says
-----------------------------------------------------------------
Moody's Investors Service said that Vishay Intertechnology, Inc.'s
Ba3 Corporate Family Rating, its positive ratings outlook and SGL-
1 liquidity rating are not affected by the Company's announcement
that it is issuing $150 million of new convertible senior notes to
fund share buybacks. The Company is issuing new debt as the
majority of its $1 billion in cash and short-term investments
balances resides in jurisdictions outside the U.S.

The principal methodology used in rating Vishay Intertechnology,
Inc. was Global Semiconductor Industry rating methodology
published in November 2009. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009

Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one
of the largest manufacturers and suppliers of discrete passive and
active electronic components. Vishay reported $2.8 billion in
annual revenues for the twelve months ended April 2, 2011.


VISHAY TECHNOLOGY: S&P Gives 'BB' Rating on $150MM Debentures
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating to
Malvern, Pa.-based Vishay Intertechnology Inc.'s $150 million
senior unsecured convertible debentures due 2041. "The rating is
the same as our corporate credit rating on the company. The
recovery rating is '4', indicating average (30%-50%) recovery in
the event of a payment default. Vishay's rating has sufficient
capacity to accommodate the new debt without affecting the
corporate credit rating and stable outlook," S&P related.

"The ratings on Vishay reflect its competitive and fragmented
markets, volatile operating trends through a business cycle, and
expectations for a somewhat leveraged capital structure over
time," said Standard & Poor's credit analyst William Backus.
Selected leading market positions among its product portfolio, a
diverse customer base, and low technology risks partially
mitigate these factors.


VISIONS GOLF: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Visions Golf, LLC
        dba Walden Lake Golf & Country Club
        2001 Clubhouse Drive
        Plant City, FL 33566

Bankruptcy Case No.: 11-08840

Chapter 11 Petition Date: May 9, 2011

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

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

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

The petition was signed by Stephen J. Mercer, managing member.


VITRO SAB: U.S. Units Arrange $30-Mil. Loan from Bank of America
----------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that the U.S. units of Vitro SAB undergoing bankruptcy
reorganization in Texas negotiated a larger credit agreement with
secured lender Bank of America NA. The new loan will be
$30 million.  After surveying the market, Vitro decided that Bank
of American had the best offer.  The proposed new $30 million loan
will include a revolving credit and a letter of credit facility.

Mr. Rochelle relates that after bondholders filed involuntary
Chapter 11 petitions against Vitro U.S. subsidiaries in November,
the bankruptcy court in December gave the domestic companies the
right to continue borrowing under the pre-bankruptcy credit
agreement.  Bank of America was owed about $24.7 million in April
when the companies put themselves into Chapter 11.  The debt at
the time included $8.6 million owing on a revolving credit and a
potential liability of $14.2 million on outstanding letters of
credit.

                 Ruling on Venue Later This Week

Mr. Rochelle also reports that the bankruptcy court in Dallas held
a hearing on May 9 to decide if the Chapter 15 case of the Vitro
parent should be moved to Texas and be administered along with the
Chapter 11 case of the subsidiaries.  At the conclusion of the
hearing, the judge said he would rule later this week.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel.  Kurtzman Carson Consultants is the
claims and notice agent.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WALL STREET SYSTEMS: S&P Gives 'B' CCR; Outlook is Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Wall Street Systems Holdings Inc., a
U.S. provider of treasury and foreign exchange trade processing
software and services and a wholly owned subsidiary of Ion
Investment Group (unrated). The outlook is stable.

"At the same time, we assigned a preliminary 'B' rating to the
company's proposed $25 million senior secured revolving credit
facility (RCF) due 2016 and the $200 million first-lien term loan
due 2017. The preliminary recovery rating is '3', indicating our
expectation for meaningful (50%-70%) recovery in the event of a
payment default," S&P related.

S&P continued, "We also assigned a preliminary 'B-' rating to the
company's $125 million second-lien term loan due 2018. The
preliminary recovery rating is '5', indicating our expectation for
a modest (10%-30%) recovery in the event of a payment default."

"The rating reflects Wall Street Systems' very narrow market
position and a highly leveraged financial profile," said Standard
& Poor's credit analyst William Backus. "Our expectation that the
company will continue to generate stable revenues and positive
free cash flow partially offsets those factors."

Wall Street Systems provides treasury management and foreign
exchange trade processing software and services for multinational
corporations and commercial and central banks.

"Despite difficult economic conditions, its revenues have grown in
excess of 10% on a compound annual basis for the past several
years," added Mr. Backus.


WATERSCAPE RESORT: $126MM Sale Deal Underpins Restructuring Plan
----------------------------------------------------------------
Waterscape Resort LLC on Friday filed with the Bankruptcy Court a
restructuring proposal that is premised on a $126 million sale of
the hotel portion of the Debtor's midtown Manhattan hotel and
condominium project.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Waterscape Resort unveiled details of the 165-room
hotel sale to an entity called 70 West 45th Street Holding LLC
when for it Chapter 11 protection in early April.  Attorneys for
both buyer and seller have declined to identify the buyer but said
that it is an international investor.

According to DBR, Waterscape Resort said the sale will allow it to
pay off most of its senior lender's debt and frees it to earmark
the proceeds from future luxury condominium sales to its other
creditors.

DBR reports the highlights of the Plan:

     -- Waterscape Resort proposes to pay its creditors, who are
        owed $141.5 million, in full over time. Company officials
        said that the plan proposes a "full recovery on the
        fastest track possible" for creditors behind the newly
        built luxury development.

     -- the lending arm of U.S. Bank, the project's senior lender,
        will take $120 million of the hotel sale's proceeds to
        satisfy the $126 million it is owed. The remaining amount
        will be paid back within three months after the plan takes
        effect.

     -- Junior lender UBS Capital Resources Inc., owed about
        $8.4 million, and a pool of unsecured trade creditors will
        be paid over time as the company sells more of the
        57 luxury condominiums that share space in the high-rise
        hotel building.  The units were recently appraised at
        about $83 million, according to court documents.

     -- the sale proceeds will also be used to pay off a possible
        judgment from mechanics' liens that were filed on the
        development after a legal battle erupted between
        Waterscape Resort and the firm it hired to manage
        construction, Pavarini McGovern LLC.

DBR recounts that Waterscape Resort sued Pavarini in New York
state court over alleged insurance fraud, for which the developer
sought at least $30 million in damages, court papers show.
Pavarini has moved to dismiss the complaint.  Waterscape Resort
alleges that, throughout construction, Pavarini "missed every
deadline," performed "defective, nonconforming and incomplete
work," caused "dangerous conditions," and falsely billed and
collected $200,000 from Waterscape Resort for insurance Pavarini
never procured.

DBR notes that throughout the controversy, Pavarini filed millions
of dollars worth of mechanics liens, which Waterscape Resort said
has prevented it from selling additional units.  Waterscape,
however, has asked the bankruptcy court for permission to sell
four condo units throughout the proceedings, despite the
mechanics' liens.

                   About Waterscape Resort

Waterscape Resort LLC owns the Cassa NY Hotel and Residences.  It
filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 11-11593) on April 5, 2011, represented by Troutman Sanders
LLP as bankruptcy counsel.  The Debtor estimated its assets and
debts at $100 million to $500 million.


WAVERLY GARDENS: Court Considers Case Dismissal Plea on May 24
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
will convene a hearing on May 24, 2011, at 11:00 a.m., to consider
the motion to dismiss the Chapter 11 cases of Waverly Gardens of
Memphis, LLC, and Kirby Oaks Integra, LLC.  Objections, if any, ae
due May 16.

On April 29, the Shelby County Trustee related that according to
records, the Debtors have failed to pay ad valorem property taxes
assessed for tax years 2009 and 2010.

As of April 30, the amount of unpaid post petition taxes owed by
Debtors to Shelby County totals $154,181.

As reported in the Troubled Company Reporter on April 27, 2010,
Richard F. Clippard, the U.S Trustee for Region 8, asked the Court
to dismiss the Debtors' Chapter 11 cases because the Debtors
failed to file monthly operating reports since Dec. 31, 2009,
until the present.  The U.S. Trustee added that without timely
operating reports, he cannot determine the exact amount of
quarterly fees due, because this amount is calculated based upon
information contained in the monthly operating reports.

TCR reported on Oct. 17, 2008, that the U.S Trustee also sought
for the dismissal of the Debtors' case because of their failure to
file: (i) schedules of assets and liabilities; (ii) statement of
financial affairs; (iii) attorney fee disclosure statement; and
(iv) list of equity security holders.

The Shelby County Trustee is represented by:

         Elijah Noel, Jr., Esq.
         Delinquent Tax Attorney
         160 N. Main St., 2nd Floor
         Memphis, TN 38103
         Tel: (901) 545-3084

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WILLIAM PHILLIPS: Court Says Factual Error in Order "Harmless"
--------------------------------------------------------------
Bankruptcy Judge Thomas E. Carlson amended his earlier decision
denying William D. Phillips' motion for reconsideration of an
order granting Wells Fargo Bank N.A. relief from the automatic
stay.  The Court denied the Debtor's motion on the erroneous basis
that the automatic stay had terminated by operation of law.  Judge
Carlson said he should have denied the motion on the basis that
the foreclosure sale of the Debtor's asset had already occurred
and that, therefore, the hearing the Debtor sought on the motion
was untimely.  Because the motion for reconsideration properly
could have been denied as untimely, Judge Carlson said the factual
error in his order denying the Debtor's motion for reconsideration
was harmless.  Accordingly, there is no basis to vacate the order
denying the Debtor's motion for reconsideration.

A copy of Judge Carlson's April 22, 2011 Memorandum correcting his
April 6 order is available at http://is.gd/o34B4wfrom Leagle.com.

William D. Phillips filed a previous bankruptcy case (Bankr. N.D.
Calif. Case No. 11-30273), that was dismissed on Feb. 18, 2011.
He filed another petition (Bankr. N.D. Calif. Case No. 11-30646)
three days later, on Feb. 21, 2011.  The Debtor owns real property
commonly known as 1704-1706 Church Street, San Francisco,
California.

Wells Fargo Bank, N.A., Indenture Trustee for the Grand Pacific
Business Loan Trust 2005-1 Notes, holds a first deed of trust on
the Property.  Pensco FBO Hong Zheng Acct #ZH001 holds a second
deed of trust on the Property.


YAZDANI INVESTMENTS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Yazdani Investments, LLC
        624 Walker Road
        Great Falls, VA 22066

Bankruptcy Case No.: 11-13491

Chapter 11 Petition Date: May 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Ann E. Schmitt, Esq.
                  CULBERT & SCHMITT, PLLC
                  30C Catoctin Circle SE
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: (703) 737-6370
                  E-mail: aschmitt@culbert-schmitt.com

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

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

The petition was signed by Mansour Yazdani, member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hedieh, Inc.                          10-14587            06/02/10
Sterling WH Company, LLC              09-18914            10/29/09

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    10911 Belgravia      $2,000,000
Mail Stop CA6-919--1-43            Court
400 National Way                   Great Falls, VA
Simi Valley, CA 93065              22066


YRC WORLDWIDE: Incurs $102.27 Million Net Loss in First Quarter
---------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $102.27 million on $1.12 billion of operating revenue for the
three months ended March 31, 2011, compared with a net loss of
$274.14 million on $987.14 million of operating revenue for the
same period during the prior year.

The Company said that consolidated operating revenue for the first
quarter of 2011 was $1.1 billion and consolidated operating loss
was $68 million.  The first quarter 2011 operating revenue and
operating loss were impacted by extreme winter weather and
included $8 million of restructuring professional fee expenses.
In addition, the company recorded a 2011 first quarter charge of
$17 million to increase its self-insured claims reserve, primarily
related to workers' compensation claims, which occurred during or
were open and unsettled at the 2009 integration of the Yellow and
Roadway network operations.  As a comparison, the company reported
consolidated operating revenue of $987 million for the first
quarter of 2010 and an operating loss of $233 million, which
included a $108 million charge for union employee equity awards,
$12 million of restructuring professional fee expenses and an $11
million charge for prior years' self-insured claims.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

A copy of the press release announcing the first quarter results
is available for free at:

                http://ResearchArchives.com/t/s?75f7

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

                        http://is.gd/OKMpkm

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Judge Sentences Commodities Trader Behind $7.8 Million Scam
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a commodities trader who
bilked natural-gas companies out of $7.8 million in a years-long
scam was sentenced on Monday to six years in federal prison and
ordered to repay those ill-gotten gains.


* Allen Matkins Adds Pauline Stevens to Firm
--------------------------------------------
Allen Matkins Leck Gamble Mallory & Natsis LLP expanded its
financial transactions practice with the addition of Pauline
Stevens, as partner, in the firm's Los Angeles office.

Stevens represents financial institutions and other parties to
financial transactions throughout the credit cycle and will
further bolster the Allen Matkins financial transactions practice.
She prides herself on providing legal advice that is both
practical from a business perspective and informed by the
regulatory, operational, and administrative needs of financial
institutions.

"With Pauline's arrival, our corporate transactional practice
takes another step forward.  Her strength is helping creditors
successfully navigate the deep and difficult process of commercial
financing transactions," said Joe Davidson, chair of Allen
Matkins' corporate practice group.  "The firm's clients will
benefit from her expertise and breadth of industry experience in a
broad range of financial transactions."

"Allen Matkins has a well-established practice in the area of
commercial and industrial, as well as real estate financing, with
many lawyers already practicing in the area," said Stevens.  "I
look forward to helping to build out that platform while providing
clients with access to the firm's existing areas of unique
expertise."

Stevens regularly represents clients in connection with syndicated
and bilateral secured and unsecured credit facilities as well as
other financial products, including foreign exchange, swaps, cash
management and trade finance products for companies engaged in
businesses ranging from homebuilding to agricultural operations,
entertainment, health care, and technology.

Stevens is a Fellow in the American College of Commercial Finance
Lawyers, Chair of the American Bar Association Secured
Transactions Subcommittee of the American Bar Association Business
Law Section and Vice Chair of the Los Angeles County Bar
Commercial Law Committee.  In the past, she has served as Vice
Chair of the California State Bar Business Law Section Executive
Committee, Chair of the Uniform Commercial Code Section of the
Business Law Section of the California State Bar Association, and
member of the Board of Directors of the Financial Lawyers
Conference.  She is a member of the American Bar Association,
California Bar Association, Los Angeles County Bar Association and
National Bond Lawyers Association.

Prior to joining Allen Matkins, Stevens was a partner with
Morrison & Foerster LLP. Stevens received her J.D. from the
University of Pennsylvania Law School, and her A.B. from Vassar
College.

Stevens' addition follows other high-profile additions to Allen
Matkins' corporate group, which most recently included the
addition of Ethna Piazza, a partner in the firm's Del Mar Heights
office.  For more than 25 years Piazza has advised entrepreneurs,
investors, family-owned businesses and companies ranging from
start-ups, to mid-market (both public and private), to multi-
national corporations in a significant number of mergers and
acquisitions, business and international contracts, and technology
and intellectual property matters.

                       About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP --
http://www.allenmatkins.com-- founded in 1977, is a California-
based law firm with approximately 220 attorneys in seven offices
in four major metropolitan areas of California: Los Angeles,
Orange County, San Francisco and San Diego.  The firm's core
specialties include real estate, real estate and commercial
finance, construction, land use, natural resources, environmental,
corporate and securities, intellectual property, joint ventures,
taxation, bankruptcy and creditors' rights, employment and labor
law, and dispute resolution and litigation in all these matters.
For more than 30 years, Allen Matkins has helped clients turn
opportunity and challenge into success by providing practical
advice, innovative solutions and valuable business opportunities.


* Steven Weisbrot Joins Kurtzman Carson Consultants
---------------------------------------------------
Kurtzman Carson Consultants disclosed that Steven Weisbrot has
joined the company as Director, Class Action Services.  Weisbrot
brings nearly a decade of litigation experience to KCC and will be
working in the company's New York office.  In his new role,
Weisbrot will support the company's growth initiatives as a class
action litigation expert and member of the business development
team.  He will also contribute his expertise to key client
engagements.

"Steven's knowledge of class action matters makes him a great
addition to our team of experts in settlement administration,"
said Jon Orr, president of KCC.  "He joins KCC at a time of
significant growth and investment in our people, technology and
resources to deliver a higher standard of settlement
administration services."

Prior to joining KCC, Weisbrot was an attorney with Lane M.
Ferdinand PA, where he was involved in large wage and hour cases.
He has also worked with several leading mid-Atlantic firms where
he concentrated his practice on complex damages including consumer
class actions and general commercial litigation.  Weisbrot earned
his Juris Doctor from Rutgers University.  In 2010 and 2011, he
was named one of Thomson Reuters' Super Lawyers' New Jersey's
Super Lawyers Rising Stars.

Over the last decade KCC has been committed to delivering best-in-
class solutions to its clients.  The company's experienced client
services team helps guide counsel through the complexities of
settlement administration eliminating unnecessary expenses,
inefficiencies and inaccuracies.  As part of the recent
integration with Rosenthal, the expansion of resources and
infrastructure, KCC is well positioned to become a leader in the
industry.

                            About KCC

Kurtzman Carson Consultants LLC is a Computershare company,
provides administrative-support services that help legal
professionals realize time and cost efficiencies.  With an
integrated suite of corporate restructuring, class action and
legal document management solutions, KCC alleviates the
administrative challenges of today's legal processes and
procedures.  KCC has gained client and industry recognition for
its industry expertise, professional-level client service and
proprietary technologies.

                 About Computershare Limited

Computershare is a global market leader in transfer agency and
share registration, employee equity plans, proxy solicitation and
stakeholder communications.  The company also specialize in
corporate trust services, tax voucher solutions, bankruptcy
administration and a range of other diversified financial and
governance services.

Founded in 1978, Computershare is renowned for its expertise in
data management, high volume transaction processing, payments and
stakeholder engagement.  Many of the world's leading organizations
use these core competencies to help maximize the value of
relationships with their investors, employees, creditors, members
and customers.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Desperados Steakhouse, Inc.
   Bankr. N.D. Ala. Case No. 11-70888
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/alnb11-70888.pdf

In Re Desperados Steakhouse, Inc.
   Bankr. N.D. Ala. Case No. 11-70890
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/alnb11-70890.pdf

In Re Parlor Casinos, Inc.
   Bankr. D. Ariz. Case No. 11-11934
      Chapter 11 Petition filed April 27, 2011

In Re Ron Brown
   Bankr. D. Ariz. Case No. 11-12072
      Chapter 11 Petition filed April 27, 2011

In Re Beverly Morris
   Bankr. C.D. Calif. Case No. 11-28382
      Chapter 11 Petition filed April 27, 2011

In Re Gordon Bijelonic
   Bankr. C.D. Calif. Case No. 11-28399
      Chapter 11 Petition filed April 27, 2011

In Re Illana Behrend
   Bankr. C.D. Calif. Case No. 11-15202
      Chapter 11 Petition filed April 27, 2011

In Re Ahmet Sandikci
   Bankr. M.D. Fla. Case No. 11-07915
      Chapter 11 Petition filed April 27, 2011

In Re Air O Heating & Cooling Systems, Inc.
        dba Air-O Force 1
        aka Air Force 1, LLC
   Bankr. M.D. Fla. Case No. 11-07874
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/flmb11-07874.pdf

In Re Robert McClain
   Bankr. M.D. Fla. Case No. 11-07945
      Chapter 11 Petition filed April 27, 2011

In Re Sarah Bohr
   Bankr. M.D. Fla. Case No. 11-03047
      Chapter 11 Petition filed April

In Re Central Georgia Forestry and Timber, Inc.
   Bankr. M.D. Ga. Case No. 11-51328
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/gamb11-51328.pdf

In Re Frank Rodgers
   Bankr. N.D. Ill. Case No. 11-17851
      Chapter 11 Petition filed April 27, 2011

In Re Carol Perino
   Bankr. D. Mass. Case No. 11-13847
      Chapter 11 Petition filed April 27, 2011

In Re Logan Land, LLC
        aka Logandale Commercial Partners, LLC
        aka Jonah LLC
   Bankr. D. Nev. Case No. 11-16332
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/nvb11-16332.pdf

In Re Valerie Rosenfeld
   Bankr. D. Nev. Case No. 11-16337
      Chapter 11 Petition filed April 27, 2011

In Re Harold Sorsky
      Israel Gold
   Bankr. E.D. N.Y. Case No. 11-43483
      Chapter 11 Petition filed April 27, 2011

In Re Bridgeview Villas, Inc.
   Bankr. S.D. Ohio Case No. 11-54507
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/ohsb11-54507.pdf

In Re Bobby Whitener
   Bankr. W.D. Okla. Case No. 11-12199
      Chapter 11 Petition filed April 27, 2011

In Re Lighthouse Galleries, Inc.
        fka Robert Michals Enterprises, Inc.
        fka Thomas Kincaid Gallery
        fka Northstar Gallery
   Bankr. E.D. Pa. Case No. 11-13373
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/paeb11-13373.pdf

In Re Plato Marinakos
   Bankr. E.D. Pa. Case No. 11-13363
      Chapter 11 Petition filed April 27, 2011

In Re Jack's Chill Grill Private Club, Inc.
   Bankr. N.D. Texas Case No. 11-32753
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/txnb11-32753.pdf

In Re Aerial Viewpoint Aerial Photography, Inc.
        aka Aerial Viewpoint
   Bankr. S.D. Texas Case No. 11-33607
      Chapter 11 Petition filed April 27, 2011
        See http://bankrupt.com/misc/txsb11-33607.pdf

In Re Eddie's Dirty Laundry, Inc.
        dba Capitol Cleaners and Tailors
   Bankr. W.D. Texas Case No. 11-11056
      Chapter 11 Petition filed April 27, 2011
        See http://bankrupt.com/misc/txwb11-11056.pdf

In Re George Rebecca
   Bankr. W.D. Texas Case No. 11-60474
      Chapter 11 Petition filed April 27, 2011

In Re White Horse Trucking, L.L.C.
   Bankr. D. Utah Case No. 11-26064
      Chapter 11 Petition filed April 27, 2011
         See http://bankrupt.com/misc/utb11-26064p.pdf
         See http://bankrupt.com/misc/utb11-26064c.pdf

In Re Michael Esposito
   Bankr. E.D. Va. Case No. 11-71960
      Chapter 11 Petition filed April 27, 2011


In Re Desert Sol Assistant Living, LLC
   Bankr. D. Ariz. Case No. 11-12190
      Chapter 11 Petition filed April 28, 2011
         filed pro se

In Re Donell Harris
   Bankr. C.D. Calif. Case No. 11-23908
      Chapter 11 Petition filed April 28, 2011

In Re Four Doves Properties LLC
   Bankr. C.D. Calif. Case No. 11-15339
      Chapter 11 Petition filed April 28, 2011
         filed pro se

   In Re 1663 W 11th Place, LP
      Bankr. C.D. Calif. Case No. 11-28470
         Chapter 11 Petition filed April 28, 2011
            filed pro se

      In Re 211 E. 55th Street LP
         Bankr. C.D. Calif. Case No. 11-28461
            Chapter 11 Petition filed April 28, 2011
               filed pro se

         In Re Four Doves Investments LLC
            Bankr. C.D. Calif. Case No. 11-28468
               Chapter 11 Petition filed April 28, 2011
                  filed pro se

            In Re LA Reit, Inc.
               Bankr. C.D. Calif. Case No. 11-28454
                  Chapter 11 Petition filed April 28, 2011
                     filed pro se

               In Re Four Doves Properties LLC
                  Bankr. C.D. Calif. Case No. 11-28473
                     Chapter 11 Petition filed April 28, 2011
                        filed pro se

In Re Muzlink, LLC
   Bankr. C.D. Calif. Case No. 11-15260
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/cacb11-15260.pdf

In Re Tatiana Khan
   Bankr. C.D. Calif. Case No. 11-28404
      Chapter 11 Petition filed April 28, 2011

In Re Wrightcrest, LLC
   Bankr. C.D. Calif. Case No. 11-28602
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/cacb11-28602.pdf

In Re R&M Gourmet Foods, A California LLC
        dba The Market At Pavilions
        fdba David Berkeley Fine Wines, Etc.
   Bankr. E.D. Calif. Case No. 11-30496
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/caeb11-30496.pdf

In Re Patrick Wilkins
   Bankr. M.D. Fla. Case No. 11-08000
      Chapter 11 Petition filed April 28, 2011

In Re Kinsey Contractors, Inc.
   Bankr. N.D. Fla. Case No. 11-40319
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/flnb11-40319.pdf

In Re Two Stephens LLC
        dba Emerald Coast Dragway
   Bankr. N.D. Fla. Case No. 11-30748
      Chapter 11 Petition filed April 28, 2011
        See http://bankrupt.com/misc/flnb11-30748.pdf

In Re Eric Jacobs
   Bankr. S.D. Fla. Case No. 11-21576
      Chapter 11 Petition filed April 28, 2011

In Re Milton Sanders
   Bankr. N.D. Ga. Case No. 11-62707
      Chapter 11 Petition filed April 28, 2011

In Re The Window Gallery, Inc.
   Bankr. S.D. Ga. Case No. 11-10827
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/gasb11-10827p.pdf
         See http://bankrupt.com/misc/gasb11-10827c.pdf

In Re James Stamper
   Bankr. E.D. Ky. Case No. 11-51240
      Chapter 11 Petition filed April 28, 2011

In Re Eric Hallberg
   Bankr. N.D. Miss. Case No. 11-11926
      Chapter 11 Petition filed April 28, 2011

In Re The Talisman P/4 Inc.
        dba Cafe Sbarro
   Bankr. D. Nev. Case No. 11-16471
      Chapter 11 Petition filed April 28, 2011
        See http://bankrupt.com/misc/nvb11-16471.pdf

In Re Caribbean Cargo & Packaging Service
   Bankr. E.D. N.Y. Case No. 11-43553
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/nyeb11-43553.pdf

In Re John Harty
   Bankr. E.D. N.Y. Case No. 11-72945
      Chapter 11 Petition filed April 28, 2011

In Re 2502 {A} LLC
   Bankr. E.D. Pa. Case No. 11-21128
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/paeb11-21128.pdf

In Re East Coast Staffing Company
   Bankr. E.D. Pa. Case No. 11-13409
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/paeb11-3409.pdf

In Re Deep Swamp Land & Timber, Inc.
   Bankr. D. S.C. Case No. 11-02797
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/scb11-02797.pdf

In Re William Evans
   Bankr. D. S.C. Case No. 11-02787
      Chapter 11 Petition filed April 28, 2011

In Re James Hair
   Bankr. E.D. Tenn. Case No. 11-32052
      Chapter 11 Petition filed April 28, 2011

In Re Evelyn Pennington
   Bankr. M.D. Tenn. Case No. 11-04315
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/tnmb11-04315.pdf

In Re APW International, Inc.
        aka Intercrew Auto Salon
   Bankr. N.D. Texas Case No. 11-32780
      Chapter 11 Petition filed April 28, 2011
        See http://bankrupt.com/misc/txnb11-32780.pdf

In Re Gregory Micek
   Bankr. S.D. Texas Case No. 11-33637
      Chapter 11 Petition filed April 28, 2011

In Re Rick Moseng
   Bankr. S.D. Texas Case No. 11-80237
      Chapter 11 Petition filed April 28, 2011

In Re DBA HHD LLC
   Bankr. W.D. Wash. Case No. 11-14964
      Chapter 11 Petition filed April 28, 2011
         filed pro se

In Re Park 8000 LLC
   Bankr. W.D. Wash. Case No. 11-15030
      Chapter 11 Petition filed April 28, 2011
         See http://bankrupt.com/misc/wawb11-15030.pdf

In Re David Luber
   Bankr. C.D. Calif. Case No. 11-28816
      Chapter 11 Petition filed April 29, 2011

In Re Edyce Stone
   Bankr. C.D. Calif. Case No. 11-15344
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/cacb11-15344.pdf

In Re Florastene Holden
   Bankr. C.D. Calif. Case No. 11-24063
      Chapter 11 Petition filed April 29, 2011

In Re Gasprom, Inc.
   Bankr. C.D. Calif. Case No. 11-15299
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/cacb11-15299.pdf

In Re Ray Zamora
   Bankr. C.D. Calif. Case No. 11-24165
      Chapter 11 Petition filed April 29, 2011


In Re Cal State Growth Fund
   Bankr. E.D. Calif. Case No. 11-30626
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/caeb11-30626.pdf

   In Re Cal State Home Loans
      Bankr. E.D. Calif. Case No. 11-30628
         Chapter 11 Petition filed April 29, 2011

      In Re Cal State Mortgage Co., Inc.
         Bankr. E.D. Calif. Case No. 11-30629
            Chapter 11 Petition filed April 29, 2011

In Re David Cates
   Bankr. E.D. Calif. Case No. 11-15025
      Chapter 11 Petition filed April 29, 2011

In Re Ramesh Gurnani
   Bankr. E.D. Calif. Case No. 11-14998
      Chapter 11 Petition filed April 29, 2011

In Re John Matarangas
   Bankr. N.D. Calif. Case No. 11-54104
      Chapter 11 Petition filed April 29, 2011

In Re David Chappell
   Bankr. M.D. Fla. Case No. 11-03149
      Chapter 11 Petition filed April 29, 2011

In Re Hicks Park, Inc.
   Bankr. M.D. Fla. Case No. 11-08346
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/flmb11-08346.pdf

In Re Kissimmee River Foods International, LLC
   Bankr. M.D. Fla. Case No. 11-08391
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/flmb11-08391.pdf

In Re Steven Henell
   Bankr. M.D. Fla. Case No. 11-08288
      Chapter 11 Petition filed April 29, 2011

In Re Randy Frost
   Bankr. S.D. Ga. Case No. 11-10833
      Chapter 11 Petition filed April 29, 2011

In Re Michael Melfi
   Bankr. N.D. Ill. Case No. 11-18384
      Chapter 11 Petition filed April 29, 2011

In Re Romax Finance Corporation
   Bankr. D. Mass. Case No. 11-13961
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/mab11-13961.pdf

In Re ASW Associates, Inc.
   Bankr. D. Neb. Case No. 11-41206
      Chapter 11 Petition filed April 29, 2011
         filed pro se

In Re Gold Fox Restaurant, LLC
   Bankr. S.D. N.Y. Case No. 11-36216
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/nysb11-36216.pdf

In Re K. Printing, Inc.
        dba Kev's Copy Center
        dba Kev's Printing Services
   Bankr. S.D. N.Y. Case No. 11-11996
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/nysb11-11996.pdf

In Re Kress Adventure, LLC
   Bankr. M.D. N.C. Case No. 11-10699
      Chapter 11 Petition filed April 29, 2011
         See http://bankrupt.com/misc/ncmb11-10699.pdf

In Re Carly Payne
   Bankr. E.D. Tenn. Case No. 11-12323
      Chapter 11 Petition filed April 29, 2011

In Re Suzanne Franks
   Bankr. M.D. Tenn. Case No. 11-04399
      Chapter 11 Petition filed April 29, 2011

In Re Dennis Moses
   Bankr. W.D. Wash. Case No. 11-43457
      Chapter 11 Petition filed April 29, 2011

In Re M & B Associates, Inc.
   Bankr. N.D. Texas Case No. 11-50174
      Chapter 11 Petition filed April 30, 2011
         See http://bankrupt.com/misc/txnb11-50174.pdf

In Re Catherine VanRiette
   Bankr. C.D. Calif. Case No. 11-16250
      Chapter 11 Petition filed May 1, 2011

In Re Jose Oseguera
   Bankr. C.D. Calif. Case No. 11-12061
      Chapter 11 Petition filed May 1, 2011

In Re RMC Properties, LLC
   Bankr. D. Conn. Case No. 11-21312
      Chapter 11 Petition filed May 1, 2011
         See http://bankrupt.com/misc/ctb11-21312.pdf

In Re Judith Sanders
   Bankr. N.D. Ga. Case No. 11-63052
      Chapter 11 Petition filed May 1, 2011

In Re Yeshiva Ktana of Bensonhurst
        aka Yeshiva Shaarei Torah
   Bankr. E.D. N.Y. Case No. 11-43702
      Chapter 11 Petition filed May 1, 2011
        See http://bankrupt.com/misc/nyeb11-43702.pdf

In Re Tony Jacobs
      Janie Jacobs
   Bankr. W.D. Texas Case No. 11-11111
      Chapter 11 Petition filed May 1, 2011

In Re Diego Torres
   Bankr. D. Ariz. Case No. 11-12641
      Chapter 11 Petition filed May 2, 2011

In Re Raymond Tiedje
   Bankr. D. Ariz. Case No. 11-12501
      Chapter 11 Petition filed May 2, 2011

In Re Gold Coast Real Estate Fund LLC
   Bankr. C.D. Calif. Case No. 11-16289
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/cacb11-16289.pdf

In Re Ramilaben Patel
   Bankr. C.D. Calif. Case No. 11-29261
      Chapter 11 Petition filed May 2, 2011

In Re Vohnny Espinosa
   Bankr. C.D. Calif. Case No. 11-29263
      Chapter 11 Petition filed May 2, 2011

In Re Jesus Talamantes
   Bankr. N.D. Calif. Case No. 11-31699
      Chapter 11 Petition filed May 2, 2011

In Re Robert Doss
   Bankr. N.D. Calif. Case No. 11-31693
      Chapter 11 Petition filed May 2, 2011

In Re Dennis Orwig
   Bankr. N.D. Ga. Case No. 11-11523
      Chapter 11 Petition filed May 2, 2011

In Re H&W Food Mart, LLC
   Bankr. N.D. Ga. Case No. 11-11525
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/ganb11-11525.pdf

In Re Mahmoud Kashani
   Bankr. N.D. Ga. Case No. 11-63556
      Chapter 11 Petition filed May 2, 2011

In Re SLW Partners, LP
   Bankr. N.D. Ga. Case No. 11-63489
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/ganb11-63489.pdf

In Re The Kennedi Associates, Inc.
   Bankr. N.D. Ga. Case No. 11-63214
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/ganb11-63214.pdf

In Re Mark Hauser
   Bankr. D. Idaho Case No. 11-20544
      Chapter 11 Petition filed May 2, 2011

In Re Adolph Gerhold
   Bankr. E.D. La. Case No. 11-11399
      Chapter 11 Petition filed May 2, 2011

In Re Curtis Nelson
   Bankr. D. Minn. Case No. 11-43113
      Chapter 11 Petition filed May 2, 2011

In Re Cappe's Steakhouse, Inc.
   Bankr. N.D. Miss. Case No. 11-11973
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/msnb11-11973.pdf

In Re Universal Health Care, Inc.
   Bankr. M.D. Pa. Case No. 11-03254
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/pamb11-03254.pdf

In Re Gary Reinert
   Bankr. W.D. Pa. Case No. 11-22840
      Chapter 11 Petition filed May 2, 2011

In Re Charles Ferguson
   Bankr. D. S.C. Case No. 11-02958
      Chapter 11 Petition filed May 2, 2011

In Re Deborah Partridge
   Bankr. D. S.C. Case No. 11-02938
      Chapter 11 Petition filed May 2, 2011

In Re Robert Mohney
   Bankr. E.D. Tenn. Case No. 11-32147
      Chapter 11 Petition filed May 2, 2011

In Re Emmanuel Orupabo
   Bankr. N.D. Texas Case No. 11-33024
      Chapter 11 Petition filed May 2, 2011

In Re M & B Associates, Inc.
   Bankr. S.D. Texas Case No. 11-33915
      Chapter 11 Petition filed May 2, 2011
         See http://bankrupt.com/misc/txsb11-33915.pdf

In Re Peggy Chu
   Bankr. S.D. Texas Case No. 11-10256
      Chapter 11 Petition filed May 2, 2011

In Re Montview Partners, GP
   Bankr. W.D. Texas Case No. 11-51556
      Chapter 11 Petition filed May 2, 2011
         filed pro se

In Re Marcus DeWood
   Bankr. E.D. Wash. Case No. 11-02192
      Chapter 11 Petition filed May 2, 2011

In Re Canopy Foundation, Inc.
   Bankr. D. Ariz. Case No. 11-12775
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/azb11-12775p.pdf
         See http://bankrupt.com/misc/azb11-12775c.pdf

In Re Jesus Acevedo
   Bankr. C.D. Calif. Case No. 11-16357
      Chapter 11 Petition filed May 3, 2011

In Re Reo Capital Partners LLC
   Bankr. C.D. Calif. Case No. 11-16321
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/cacb11-16321.pdf

In Re David Foyil
   Bankr. E.D. Calif. Case No. 11-31046
      Chapter 11 Petition filed May 3, 2011

In Re Monica Ung
   Bankr. N.D. Calif. Case No. 11-44833
      Chapter 11 Petition filed May 3, 2011

In Re Edward Mogavero
   Bankr. S.D. Calif. Case No. 11-07494
      Chapter 11 Petition filed May 3, 2011

In Re Brandt And Whitney, Inc.
        aka AAA-1 Brandt And, Whitn
        aka Brandt & Whitney, Inc.
        aka Great Western Furniture, Manuf
   Bankr. D. Colo. Case No. 11-20454
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/cob11-20454.pdf

In Re Clorinda Dalfo
   Bankr. S.D. Fla. Case No. 11-22162
      Chapter 11 Petition filed May 3, 2011

In Re Lily Glarentzos
   Bankr. S.D. Fla. Case No. 11-22143
      Chapter 11 Petition filed May 3, 2011

In Re Thomas Kass
   Bankr. S.D. Fla. Case No. 11-22169
      Chapter 11 Petition filed May 3, 2011

In Re 377 Edgewood Group, LLC
   Bankr. N.D. Ga. Case No. 11-63663
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/ganb11-63663.pdf

In Re DMP Group, LLC
   Bankr. N.D. Ga. Case No. 11-63736
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/ganb11-63736.pdf

In Re Juan F. Valdes
   Bankr. N.D. Ga. Case No. 11-63687
      Chapter 11 Petition filed May 3, 2011

In Re Tyson Enterprise Group, LLC
   Bankr. S.D. Ga. Case No. 11-10866
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/gasb11-10866p.pdf
         See http://bankrupt.com/misc/gasb11-10866c.pdf

In Re 9400 S. Laflin, LLC
   Bankr. N.D. Ill. Case No. 11-18974
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/ilnb11-18974p.pdf
         See http://bankrupt.com/misc/ilnb11-18974c.pdf

In Re 9400 S. Laflin, LLC
   Bankr. N.D. Ill. Case No. 11-18976
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/ilnb11-18976.pdf

In Re Stephen Elliott
   Bankr. N.D. Ill. Case No. 11-19015
      Chapter 11 Petition filed May 3, 2011

In Re Trent Davis
   Bankr. D. Mass. Case No. 11-14206
      Chapter 11 Petition filed May 3, 2011

In Re Frank Panza
   Bankr. D. Nev. Case No. 11-16822
      Chapter 11 Petition filed May 3, 2011

In Re Frantz Charles
   Bankr. D. Nev. Case No. 11-16837
      Chapter 11 Petition filed May 3, 2011

In Re State St Factory St Rochester NY Inc.
   Bankr. W.D. N.Y. Case No. 11-20886
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/nywb11-20886.pdf

In Re Benjamin Carrero Nazario
   Bankr. D. Puerto Rico Case No. 11-03806
      Chapter 11 Petition filed May 3, 2011

In Re Luis Benito Quinones Munagorry
        dba Munagorry Perfumeria Fina
   Bankr. D. Puerto Rico Case No. 11-03783
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/prb11-03783.pdf

In Re Hayhurst Investments, Ltd.
   Bankr. N.D. Texas Case No. 11-33066
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/txnb11-33066.pdf

In Re Ludwig Hausbacher
   Bankr. N.D. Texas Case No. 11-33067
      Chapter 11 Petition filed May 3, 2011

In Re Peoples Financial Institution, Ltd.
   Bankr. S.D. Texas Case No. 11-50116
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/txsb11-50116.pdf

In Re Weber-Madrid LLC
   Bankr. S.D. Texas Case No. 11-80260
      Chapter 11 Petition filed May 3, 2011
         See http://bankrupt.com/misc/txsb11-80260.pdf

In Re Michael Smith
   Bankr. E.D. Wash. Case No. 11-02224
      Chapter 11 Petition filed May 3, 2011

In Re Willem Bron
   Bankr. E.D. Wash. Case No. 11-02217
      Chapter 11 Petition filed May 3, 2011


In Re Connie Walsh
   Bankr. W.D. Ark. Case No. 11-72154
      Chapter 11 Petition filed May 4, 2011

In Re Richard Surges
   Bankr. D. Ariz. Case No. 11-12906
      Chapter 11 Petition filed May 4, 2011

In Re STG Linen Services, LLC
   Bankr. D. Ariz. Case No. 11-12790
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/azb11-12790.pdf

In Re Donnie Polk
   Bankr. C.D. Calif. Case No. 11-15529
      Chapter 11 Petition filed May 4, 2011

In Re Eddie Debbie Real Estate Investments, LLC
   Bankr. C.D. Calif. Case No. 11-24730
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/cacb11-24730.pdf

In Re Kyle Miller
   Bankr. C.D. Calif. Case No. 11-16411
      Chapter 11 Petition filed May 4, 2011

In Re Nancy Newman
   Bankr. C.D. Calif. Case No. 11-29544
      Chapter 11 Petition filed May 4, 2011

In Re William Weiler
   Bankr. C.D. Calif. Case No. 11-16402
      Chapter 11 Petition filed May 4, 2011

In Re Vincent Cardinale
   Bankr. N.D. Calif. Case No. 11-31725
      Chapter 11 Petition filed May 4, 2011

In Re Eggstasy OBT, LLC
   Bankr. N.D. Ill. Case No. 11-19179
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/ilnb11-19179p.pdf
         See http://bankrupt.com/misc/ilnb11-19179c.pdf

In Re Statewide Services, LLC
   Bankr. D. Mass. Case No. 11-14235
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/mab11-14235.pdf

In Re Carol Newkirk
   Bankr. S.D. N.Y. Case No. 11-12114
      Chapter 11 Petition filed May 4, 2011

In Re Canandaigua Land Development, LLC
   Bankr. W.D. N.Y. Case No. 11-20888
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/nywb11-20888.pdf

In Re Sonja Sweeney
   Bankr. W.D. N.Y. Case No. 11-20889
      Chapter 11 Petition filed May 4, 2011

In Re Gilberto Rodriguez Santiago
   Bankr. D. Puerto Rico Case No. 11-03831
      Chapter 11 Petition filed May 4, 2011

In Re Melvin Alvarado-Reyes
   Bankr. D. Puerto Rico Case No. 11-03827
      Chapter 11 Petition filed May 4, 2011

In Re Rosel & Adys, Inc.
   Bankr. N.D. Texas Case No. 11-33101
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/txnb11-33101.pdf

In Re Zamira, L.L.C.
        dba Z-Pizzeria
   Bankr. D. Utah Case No. 11-26535
      Chapter 11 Petition filed May 4, 2011
         See http://bankrupt.com/misc/utb11-26535p.pdf
         See http://bankrupt.com/misc/utb11-26535c.pdf

In Re Crystal Orchard, Inc.
   Bankr. S.D. Ala. Case No. 11-01801
      Chapter 11 Petition filed May 5, 2011
         See http://bankrupt.com/misc/alsb11-01801.pdf

In Re Eric Barker
   Bankr. N.D. Calif. Case No. 11-11695
      Chapter 11 Petition filed May 5, 2011

In Re Jawad Hasnain
   Bankr. N.D. Calif. Case No. 11-54363
      Chapter 11 Petition filed May 5, 2011

In Re Terrence Travis
   Bankr. S.D. Calif. Case No. 11-07600
      Chapter 11 Petition filed May 5, 2011

In Re Thomas Anthony
      Salena Anthony
   Bankr. D. Colo. Case No. 11-20575
      Chapter 11 Petition filed May 5, 2011

In Re JNR Holdings, LLC
        dba Suncoast Plastics
   Bankr. M.D. Fla. Case No. 11-08735
      Chapter 11 Petition filed May 5, 2011
        See http://bankrupt.com/misc/flmb11-08735.pdf

In Re Jacqueline Agostinelli
   Bankr. S.D. Fla. Case No. 11-22362
      Chapter 11 Petition filed May 5, 2011

In Re 1ST Las Vegas Global Fund 1, Ltd.
   Bankr. D. Nev. Case No. 11-16970
      Chapter 11 Petition filed May 5, 2011
         filed pro se

In Re 1015 Sixth Ave. LLC
        aka Divin Bites
   Bankr. S.D. N.Y. Case No. 11-12131
      Chapter 11 Petition filed May 5, 2011
         filed pro se

In Re Academia Sagrado Corazon, Inc.
        dba Academia Sagrado Corazon
   Bankr. D. Puerto Rico Case No. 11-03849
      Chapter 11 Petition filed May 5, 2011
        See http://bankrupt.com/misc/prb11-03849.pdf

In Re Ins-Tech Builders,Inc.
   Bankr. D. Puerto Rico Case No. 11-03845
      Chapter 11 Petition filed May 5, 2011
         See http://bankrupt.com/misc/prb11-03845.pdf

In Re Micro-Technology Envir. Svc., Inc.
   Bankr. D. Puerto Rico Case No. 11-03860
      Chapter 11 Petition filed May 5, 2011
         See http://bankrupt.com/misc/prb11-03860.pdf

In Re Creative Collision Center, Inc.
   Bankr. E.D. Tenn. Case No. 11-12455
      Chapter 11 Petition filed May 5, 2011
         See http://bankrupt.com/misc/tneb11-12455p.pdf
         See http://bankrupt.com/misc/tneb11-12455c.pdf

In Re Timothy Anders Richardson
   Bankr. W.D. Va. Case No. 11-70995
      Chapter 11 Petition filed May 5, 2011

In Re Duane Carlson
   Bankr. W.D. Wash. Case No. 11-15413
      Chapter 11 Petition filed May 5, 2011

In Re Eric Dalke
   Bankr. W.D. Wash. Case No. 11-15385
      Chapter 11 Petition filed May 5, 2011

In Re Robert Saxvold
   Bankr. W.D. Wash. Case No. 11-15411
      Chapter 11 Petition filed May 5, 2011

In Re Jack Rose
   Bankr. D. Ariz. Case No. 11-13156
      Chapter 11 Petition filed May 6, 2011

In Re Pangolin, LLC
        dba Atlantic Bar & Grill fka Bar Deluxe
   Bankr. C.D. Calif. Case No. 11-29889
      Chapter 11 Petition filed May 6, 2011
        See http://bankrupt.com/misc/cacb11-29889.pdf

In Re Jeanette Lias
   Bankr. E.D. Calif. Case No. 11-31325
      Chapter 11 Petition filed May 6, 2011

In Re Thomas Pearson
   Bankr. E.D. Calif. Case No. 11-31384
      Chapter 11 Petition filed May 6, 2011

In Re Mohammad Mesbahi
   Bankr. N.D. Calif. Case No. 11-54380
      Chapter 11 Petition filed May 6, 2011

In Re Bruce Fogelstrom
      Patricia Fogelstrom
   Bankr. D. Conn. Case No. 11-21366
      Chapter 11 Petition filed May 6, 2011

In Re Bruce Fogelstrom
      Patricia Fogelstrom
   Bankr. D. Conn. Case No. 11-50918
      Chapter 11 Petition filed May 6, 2011

In Re Air Force 1 Cooling & Heating, LLC
        aka Air Force 1
   Bankr. M.D. Fla. Case No. 11-08765
      Chapter 11 Petition filed May 6, 2011
        See http://bankrupt.com/misc/flmb11-08765.pdf

In Re Marshall Golnick
   Bankr. S.D. Fla. Case No. 11-22498
      Chapter 11 Petition filed May 6, 2011

In Re Tammy Long
   Bankr. N.D. Ill. Case No. 11-19484
      Chapter 11 Petition filed May 6, 2011

In Re John Gonzalez
      Kathleen Gonzalez
   Bankr. D. Md. Case No. 11-19559
      Chapter 11 Petition filed May 6, 2011

In Re Jeannie Michels
   Bankr. D. Minn. Case No. 11-33042
      Chapter 11 Petition filed May 6, 2011

In Re Sangil Lee
   Bankr. D. Nev. Case No. 11-51529
      Chapter 11 Petition filed May 6, 2011

In Re Peter Mavrookas
   Bankr. D. N.J. Case No. 11-24322
      Chapter 11 Petition filed May 6, 2011

In Re Prospect Towers Condominum Association
   Bankr. D. N.J. Case No. 11-24415
      Chapter 11 Petition filed May 6, 2011
         See http://bankrupt.com/misc/njb11-24415.pdf

In Re Salvador Lopez-Rojas
   Bankr. D. Puerto Rico Case No. 11-03896
      Chapter 11 Petition filed May 6, 2011

In Re Larry Sturgill
   Bankr. W.D. Va. Case No. 11-71001
      Chapter 11 Petition filed May 6, 2011

In Re Pacific Glass & Door, Inc.
   Bankr. W.D. Wash. Case No. 11-15445
      Chapter 11 Petition filed May 6, 2011
         See http://bankrupt.com/misc/wawb11-15445.pdf

In Re Brian Petersen
   Bankr. E.D. Wis. Case No. 11-27306
      Chapter 11 Petition filed May 6, 2011

In Re Liebe Inc.
        aka Liebe Gourmet Indian Fusion
   Bankr. D. Nev. Case No. 11-17127
      Chapter 11 Petition filed May 8, 2011
         filed pro se

In Re Richard Vierra
   Bankr. D. Nev. Case No. 11-51538
      Chapter 11 Petition filed May 8, 2011

In Re AGSS LLC
        dba After Glow Tanning Spa
   Bankr. D. N.H. Case No. 11-11858
      Chapter 11 Petition filed May 8, 2011
        See http://bankrupt.com/misc/nhb11-11858.pdf

In Re Randal Brewer
   Bankr. N.D. Ala. Case No. 11-41198
      Chapter 11 Petition filed May 9, 2011

In Re CA2P+, LLC
   Bankr. D. Ariz. Case No. 11-13267
      Chapter 11 Petition filed May 9, 2011
         See http://bankrupt.com/misc/azb11-13267.pdf

In Re Dwight Langford
   Bankr. N.D. Calif. Case No. 11-45051
      Chapter 11 Petition filed May 9, 2011

In Re Saman Hasnain
   Bankr. N.D. Calif. Case No. 11-54431
      Chapter 11 Petition filed May 9, 2011

In Re David Anton, Inc.
        dba Vanguard Moving and Storage
   Bankr. D. Conn. Case No. 11-50932
      Chapter 11 Petition filed May 9, 2011
        See http://bankrupt.com/misc/ctb11-50932.pdf

In Re Bassam Kattoura
   Bankr. S.D. Fla. Case No. 11-22593
      Chapter 11 Petition filed May 9, 2011

In Re Michael Flynn
   Bankr. N.D. Ill. Case No. 11-82106
      Chapter 11 Petition filed May 9, 2011

In Re Center Of Hope Christian
   Bankr. D. Nev. Case No. 11-51542
      Chapter 11 Petition filed May 9, 2011
         See http://bankrupt.com/misc/nvb11-51542.pdf

In Re Robert Futsi
   Bankr. D. Nev. Case No. 11-17169
      Chapter 11 Petition filed May 9, 2011

In Re Gotham Investment Properties, LLC
   Bankr. D. N.J. Case No. 11-24459
      Chapter 11 Petition filed May 9, 2011
         See http://bankrupt.com/misc/njb11-24459.pdf

In Re Travis Clark
   Bankr. M.D. Tenn. Case No. 11-04753
      Chapter 11 Petition filed May 9, 2011

In Re Daniel Wells
   Bankr. D. Utah Case No. 11-26796
      Chapter 11 Petition filed May 9, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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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