TCR_Public/110516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 16, 2011, Vol. 15, No. 134

                            Headlines

3900 BISCAYNE: Case Summary & 13 Largest Unsecured Creditors
AFY INC: District Court Rules on Standing Issue in Sears Appeal
ALISO COMMONS: Can Continue Using Cash Collateral Until May 31
AMBASSADORS INT'L: Files Schedules of Assets and Liabilities
ANGIOTECH PHARMACEUTICALS: Implements CCAA Compromise Plan

API TECHNOLOGIES: Moody's Assigns B2 CFR, Outlook Stable
API TECHNOLOGIES: S&P Gives 'B+' Corporate; Outlook is Stable
APPLING FARMS: Case Summary & 11 Largest Unsecured Creditors
AURASOUND INC: Restates Dec. 31 Form 10-Q Due to Tax, EPS Errors
B, C & C MANAGEMENT: Voluntary Chapter 11 Case Summary

BORDERS GROUP: In Talks With Potential Bidder for 200+ Stores
BOWE BELL: Wants to Hire Lazard Middle as Investment Banker
BOWE BELL: Taps Torys LLP to Handle Canadian Bankruptcy Case
BOWE BELL: Taps Focus Management as Financial Advisor
BOWE BELL: Judge OKs Versa Capital's $80-Mil. Stalking Horse Bid

BUTLER ANIMAL HEALTH: Moody's Affirms 'B1' Corporate Rating
BUTLER ANIMAL: S&P Affirms 'BB-' Corporate; Outlook is Negative
CARESTREAM HEALTH: Bank Debt Trades at 5% Off in Secondary Market
CASCADE BANCORP: Amends Form S-1 for 44-Million Shares
CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market

CENTURION PROPERTIES: Wants Until June 15 to File Amended Plan
CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 11% Off in Secondary Market
CLUB VENTURES: Taps Peitzman Weg to Handle Reorganization Case
CLUB VENTURES: Taps FocalPoint Securities as Financial Advisor

CLUB VENTURES: Taps Golenbock Eiseman as Bankruptcy Co-Counsel
CLUB VENTURES: Panel Taps FTI Consulting as Financial Advisor
CMB III: Court Continues Cash Collateral Hearing to May 19
COMPOSITE TECHNOLOGY: Expects $8.6MM Net Loss in March 31 Quarter
CONTESSA PREMIUM: Holthouse Okayed as Auditors & Accountants

CONTESSA PREMIUM: Taps Imperial Capital as Investment Banker
CONTESSA PREMIUM: Taps DLA Piper Intellectual Property Counsel
CULLIGAN INT'L: Moody's Lowers CFR to Caa3; Outlook Negative
DEEPOCEAN GROUP: Launched After Trico Supply Restructuring
DESERT CAPITAL: Reports $56 Million in Liabilities

DIAGNOSTIC IMAGING: S&P Lowers CCR to 'B-'; Outlook is Developing
DILLARD LAND: Files Schedules of Assets and Liabilities
DOCOR, INC: Case Summary & 6 Largest Unsecured Creditors
DOMTAR CORP: Moody's Revises Outlook to Positive; Affirms Ba1 CFR
DREIER LLP: Trustee Inks $1.5 Mil. Deal with Federal Insurance

DUNKIN' BRANDS: Moody's Says Ratings Unaffected S-1 Registration
EAGLES CREST: Plan Filing Extension Hearing Set for May 19
ENRON CORP: Remnants, Hewitt End $9 Million Settlement Battle
EXOPACK HOLDING: S&P Affirms 'B' CCR on Proposed $400MM Term Loan
FIDDLER'S CREEK: Continues Talks for Up to $50MM Exit Financing

FIDDLER'S CREEK: Sells 2 Menaggio Units for $1,110,000
FIRGROVE PLAZA: Files for Chapter 7 Bankruptcy Protection
FUSION TELECOMMUNICATIONS: Borrows $179,739 from Marvin Rosen
GAS CITY: Several Gas Stations Will be Converted to Speedways
GATEWAY HOTEL: Has Access to Cash Collateral Until July 30

GATEWAY COMMERCIAL: Case Summary & Largest Unsecured Creditor
GENERAL GROWTH: GGP, U.S. Trustee Oppose Cantor, Saul Ewing Fees
GENERAL GROWTH: Reaches Deal with WTC on Escrowed Funds
GENERAL MARITIME: Incurs $31.54 Million Net Loss in March 31 Qtr.
GIORDANO'S ENTERPRISES: Trustee Takes Over; Pizza Chain Still Open

GIORDANO'S ENTERPRISES: Judge Directs Owners Out of Chicago HQ
GLOBAL INDUSTRIAL: 3rd Circ. Ruling May Cut Tort Claims, Attys Say
GOLD HILL: U.S. Trustee Unable to Form Committee
GRAY TELEVISION: Incurs $3.08 Million Net Loss in March 31 Qtr.
GREAT ATLANTIC & PACIFIC: Posts $509-Mil. Net Loss in Fiscal 2010

GREAT ATLANTIC & PACIFIC: Files Copy of JPMorgan DIP Agreement
GREAT OSBORN: Files for Chapter 7 Bankruptcy Protection
HANMI FINANCIAL: Files Form 10-Q; Posts $10.4-Mil. Q1 Net Income
HARLAND CLARKE: Moody's Assigns B1 Rating to Sr. Secured Term Loan
HARLAND CLARKE: S&P Rates Amended Term Loan & Corp. Credit 'B+'

HARRY & DAVID: Has Court Approval to Sell Miscellaneous Assets
HASSEN REAL ESTATE: Has Nod to Use Cash Collateral Until May 24
HCA HOLDINGS: Enters Into Cash Flow Restatement Agreement
H.E.M. DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market

HUBBARD PROPERTIES: Obtains Final Order to Use Cash Collateral
IMPERIAL INDUSTRIES: Charles Cheever Discloses 5.8% Equity Stake
INDIANAPOLIS DOWNS: Seeks to Stay Power Plant's $600 Million Suit
INFOGROUP INC: S&P Lowers CCR to 'B+'; Outlook is Stable
INTEGRATED FREIGHT: Seeks to Rescind Triple C Acquisition

INTELSAT S.A.: Incurs $215.7-Mil. First Quarter Net Loss
INTERNATIONAL ARCHITECTURAL: Files for Chapter 7 Protection
INUVO(R), INC: Prepares Plan Submission to NYSE Amex
INVESTMENT REALTY: Suit Against Bank's Lien Survives Dismissal Bid
IRVINE SENSORS: Issues 3.07 Million Common Shares to Investors

JAVO BEVERAGE: Successfully Emerges From Bankruptcy
J.L. BARTH: Case Summary & 4 Largest Unsecured Creditors
JOHN T KEMPER: Makes Quarterly Payments to Pay Off Debt
KEOKUK VALLEY: Files for Chapter 7 Bankruptcy Protection
KMC REAL: Files Schedules of Assets and Liabilities

KOOL NITES: Case Summary & 19 Largest Unsecured Creditors
LEE ENTERPRISES: Ariel Investments Discloses 12.2% Equity Stake
LEE ENTERPRISES: S&P Lowers Corporate Credit Rating to 'B-'
LEHR CONSTRUCTION: Judge Signs Off on Trustee After Indictment
LENOX 126: Case Summary & 9 Largest Unsecured Creditors

LOUIS J PEARLMAN: Court Says Partial Consolidation Inappropriate
MALIBU ASSOCIATES: Seeks Court Nod for $45MM DIP Loan from US Bank
MANZANO HOLDINGS: Files For Chapter 7 Bankruptcy Protection
MARINA DISTRICT: S&P Revises Outlook for 'B+' CCR to Negative
MAUI LAND: Seven Directors Elected at Annual Meeting

MAUI LAND: Reports $12.42 Million Net Income in March 31 Quarter
MCSI INC: Committee's Fees and Expenses Reduced to $25,000
MFJT, LLC: Files Schedules of Assets and Liabilities
MICROBILT CORP: Taps Maselli Warren as Special Litigation Counsel
MILESTONE SCIENTIFIC: Incurs $141,644 First Quarter Net Loss

MIRAMAR REAL ESTATE: Section 341(a) Meeting Continues Today
MOLECULAR INSIGHT: Discloses Deregistration of Common Stock
MONEYGRAM INT'L: Files Form 10-Q; Posts $14-Mil. Q1 Net Income
MONEYGRAM INT'L: Goldman Sachs Discloses 29.9% Equity Stake
MONEYGRAM INT'L: Thomas H. Lee Discloses 54.3% Equity Stake

MONEYGRAM INT'L: Silver Point Discloses 1.1% Equity Stake
MONEY TREE: Incurs $3.37 Million Net Loss in March 25 Quarter
MORGANS HOTEL: Posts $32.86-Mil. First Quarter Net Loss
MPG OFFICE: Incurs $39.98 Million Net Loss in March 31 Quarter
MTGR 4: Case Summary & 20 Largest Unsecured Creditors

NEWPAGE CORP: Hires Dewey & LeBoeuf and Lazard as Advisors
N.I.A. NATIONAL: Voluntary Chapter 11 Case Summary
NNN 2400: Hearing on Case Dismissal Plea Reset to June 9
NO FEAR RETAIL: Racing Unit Worth Under $50,000
OCEAN PLACE: Can Employ MMA as Special Litigation Counsel

ORDWAY RESEARCH: Taps LeClairRyan as Bankruptcy Counsel
PALM HARBOR: Buyers Seek Order Enforcing Asset Purchase Deal
PERKINS & MARIE: Moody's Revises PDR to Ca/LD
PHILADELPHIA ORCHESTRA: Has Until May 31 to File Schedules
PHILADELPHIA ORCHESTRA: Section 341(a) Meeting Slated for May 26

PHILADELPHIA ORCHESTRA: U.S. Trustee Taps 7-Member Creditors Panel
PJ FINANCE: Hearing on Renewed Dismissal Plea Set for Wednesday
PJ FINANCE: Wants to Pay Prepetition Claims of Element Enterprises
PONIARD PHARMACEUTICALS: Incurs $3.2MM Loss; Issues Bankr. Warning
POWER CONTRACTING: Taps Calaiaro & Corbett as Bankruptcy Counsel

PRE-PAID LEGAL: Moody's Assigns 'B1' CFR to Pre-Paid Legal
PREMIER GOLF: Meeting of Creditors Scheduled for June 7
PROVO CRAFT: Moody's Withdraws 'B2' Corporate Family Rating
QR ENERGY: Obtains Waiver From Lenders on Quarterly Financials
QUINTILES TRANSNATIONAL: Moody's Rates New Credit Facility 'B1'

QWEST COMMUNICATIONS: Capital Research Does Not Own Common Shares
RADIENT PHARMACEUTICALS: Defaults on Notes; In Settlement Talks
RAJ LLC: Case Summary & 20 Largest Unsecured Creditors
REDCO II: Files for Chapter 7 Bankruptcy Protection
REGAL ENTERTAINMENT: ING Groep Discloses 5.24% Equity Stake

REGAL ENTERTAINMENT: Three Directors Elected at Annual Meeting
REITTER CORP: Has Until May 29 to Use Cash Collateral
ROTHSTEIN ROSENFELDT: Rothstein's Wife to Hand Over Properties
RUMSEY LAND: Pueblo Bank Credit Bids $5-Mil. for Lot G
SANSWIRE CORP: Closes $1.1-Mil. Financing from Private Investors

SB PARTNERS: Executes New Loan Agreement
SBARRO, INC: Committee Taps Mesirow as Financial Advisor
SBARRO, INC: Files Schedules of Assets & Liabilities
SBARRO, INC: Creditors Panel Taps Ottenbourg Steindler as Counsel
SCHUTT SPORTS: Court OKs Amended APA Expanding Assumed Liabilities

SCOVILL ENTERPRISES: Wants Court to Set May 25 Claims Bar Date
SEALY CORP: FMR LLC Discloses 3.003% Equity Stake
SENSATA TECHNOLOGIES: Prices $700 Million of Sr. Notes Due 2019
SEQUOIA PARTNERS: Lease Decision Period Extended to July 27
SHEARER FOODS: S&P Puts 'B-' CCR on Watch on Weak Liquidity

SHORTY SMALL'S: Case Summary & 20 Largest Unsecured Creditors
SIMCOM INT'L: Case Summary & 8 Largest Unsecured Creditors
SMART & FINAL: S&P Affirms 'B-' CCR; Outlook Revised to Negative
SMB GROUP: Case Summary & 14 Largest Unsecured Creditors
SOUTH EDGE: Meeting of Creditors Scheduled for June 23

SPECIALTY TRUST: Plan Confirmation Showdown on June 3
SPECIALTY TRUST: Seeks to Sell Caviata Note & Deed of Trust
STERLING ESTATES: ORIX Capital Proposes Plan of Liquidation
STERLING ESTATES: Has Until May 31 to Use Cash Collateral
TOWN SPORTS: S&P Rates Corp. Credit & Sr. Credit Facility 'B'

TRICO MARINE: Trico Supply Completes Out-of-Court Restructuring
TURKPOWER CORPORATION: Richard Schaeffer Appointed Director
TXU CORP: 2017 Debt Trades at 21% Off in Secondary Market
TXU CORP: 2014 Debt Trades at 13% Off in Secondary Market
UNI-PIXEL INC: Incurs $3.09 Million Net Loss in March 31 Quarter

UNI-PIXEL INC: Signs Joint Development Agreement with SKYFIBER
UNI-PIXEL INC: Appoints W. Patterson and A. LeVecchio to Board
UNIGENE LABORATORIES: Incurs $6.6-Mil. First Quarter Net Loss
US AIRWAYS: FMR LLC Has 14.4% Equity Stake
US AIRWAYS: David Tepper Has 6.98% Equity Stake

US AIRWAYS: Files Antitrust Lawsuit Against Sabre Holdings
U.S. TELEPACIFIC: Moody's Assigns B3 Rating to Credit Facility
VERGE LIVING: AFG Suit Against Co-Borrower Stays in Nevada
VHGI HOLDINGS: Posts $224,200 Net Loss in March 31 Quarter
VITRO SAB: Court OKs Fulbright & Jaworski as Bankruptcy Counsel

VITRO SAB: Taps Alvarez & Marsal as Operations & Financial Advisor
WALTER CROUCH: Files for Chapter 7 Bankruptcy Protection
WAGSTAFF MINNESOTA: Meeting of Creditors Scheduled for June 9
WARNER MUSIC: Bain Capital Discloses 10.94% Equity Stake
W.D. WAINWRIGHT: Guarantee Co. Suit Goes to Trial

WESTINGHOUSE AIR BRAKE: Moody's Upgrades Ratings; CFR to 'Ba1'
WORLDHUB GROUP: Ch. 7 Trustee's Suit v. Voice Solutions Continues
WORLDHUB GROUP: Ch. 7 Trustee's Suit v. Delmarva Online Continues

* Marc Carmel Joins Paul Hastings' Restructuring Practice

* BOND PRICING -- For Week From May 9 to 13, 2011


                            *********


3900 BISCAYNE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3900 Biscayne, LLC
        2915 Biscayne Boulevard, Suite 200
        Miami, FL 33137

Bankruptcy Case No.: 11-22948

Chapter 11 Petition Date: May 12, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Russin, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S Biscayne Boulevard, #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: prussin@melandrussin.com

Scheduled Assets: $14,857,484

Scheduled Debts: $13,691,533

The petition was signed by Nancy Karp, managing member.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kobi Karp Architecture             Architecture         $1,054,315
2915 Biscayne Boulevard, Suite 200 Services
Miami, FL 33137

Nancy Karp                         Promissory Note        $823,000
c/o Kobi Karp Architecture
2915 Biscayne Boulevard, Suite 200
Miami, FL 33137

Branch Banking and Trust Company   Promissory Note        $630,000
1200 Brickell Avenue, 10th Floor
Miami, FL 33131

Miami-Dade County Tax Collector    RE Taxes               $270,741
Paralegal Unit
140 W. Flagler Street, 14th Floor
Miami, FL 33130

The Comras Company of Florida,     Settlement Agreement   $138,500
Inc.

Dade Property Tax Advisor, LLC     2008 Property Tax        $1,832
                                   Appeal

DC Media Graphics                  Services                 $1,808


Goldstein Schechter Koch           Professional Services    $1,336

Deborah and Michael Flacks         --                      Unknown

Dept. Environmental Resources Mgmt --                      Unknown

Internal Revenue Service           For Notice Purposes     Unknown

Miami Arts, Inc.                   Tenant                  Unknown

Tania Bouskela                     Allegedly Pledged       Unknown
                                   CD as Collateral to
                                   BB&T (B Note)


AFY INC: District Court Rules on Standing Issue in Sears Appeal
---------------------------------------------------------------
On Feb. 11, 2011, Robert Sears and Korley Sears were ordered to
show cause why their appeals from two orders entered in a
voluntary Chapter 11 bankruptcy proceeding initiated by AFY, Inc.,
should not be dismissed for lack of jurisdiction.  The appellants
purport to appeal "individually and on behalf of Sears Cattle Co.,
of which they are the sole directors, officers, and shareholders,"
from a bankruptcy court order authorizing the Chapter 11 trustee
to pay a secured creditor the entire net proceeds from the sale of
a tract of land which was jointly owned by Sears Cattle Co. and
AFY, Inc.

In a May 11, 2011 Memorandum and Order, District Judge Richard G.
Kopf said Robert Sears and Korley Sears do not have personal
standing to appeal from the order, and they cannot represent Sears
Cattle Co.  Robert Sears and Korley Sears also lack standing to
appeal from an order entered by the bankruptcy court granting the
trustee's motion to convert AFY, Inc.'s Chapter 11 reorganization
into a Chapter 7 liquidation.

The Appellants argue that the notice of appeal concerning the
order to pay funds was "ineptly" worded but manifested a clear
intent to include Sears Cattle Co. as a party.

With respect to the notice of appeal from the order converting the
bankruptcy case to a Chapter 7 proceeding, Robert Sears and Korley
Sears argue they have standing because (1) they are stockholders
of AFY, Inc., and the bankruptcy estate is solvent; (2) the
conversion increased their burdens and impaired their rights; (3)
they are parties in interest under 11 U.S.C. Sec. 1109(b); and (4)
the Chapter 11 trustee acted in bad faith.

Judge Kopf disagree, saying the notice of appeal was carefully
worded, employing the same phrasing that was used in the objection
filed to the trustee's motion to pay funds, to indicate that the
filings were made by Robert Sears and Korley Sears "individually
and on behalf of Sears Cattle Co."  The notice of appeal also
contains a listing of "[t]he names of all parties to the contested
matter in which the order was entered that is appealed from and
the names and addresses of their respective attorneys."

Judge Kopf noted that the listing shows that Robert Sears and
Korley Sears are represented by Jerrold Strasheim; there is no
mention of Sears Cattle Co. being a party or being represented by
Mr. Strasheim.  The signature block on the notice of appeal only
lists "Robert A. Sears and Korley B. Sears" as the appellants.

Judge Kopf also held that the appellants have also failed to
identify any evidence in the record to show that they are "persons
aggrieved" by the bankruptcy court's orders.  The fact that the
bankruptcy court granted Robert Sears and Korley Sears a hearing
on their objection to the trustee's motion does not mean they have
the right to appeal from the court's order granting the motion.

The case is Robert A. Sears and Korley B. Sears, Appellants, v.
Joseph H. Badami, Chapter 11 Trustee, Appellee, No. 8:10CV214 (D.
Neb.).  A copy of the District Court's decision is available at
http://is.gd/ide8OWfrom Leagle.com.

The Feb. 18 edition of the Troubled Company Reporter reported that
Judge Kopf questioned whether Robert Sears and Korley Sears have
standing to appeal, but because the Chapter 11 trustee did not
raise the issue of whether the Sears have standing to appeal, he
allowed both sides to address the issue.  A copy of Judge Kopf's
Feb. 14, 2011 memorandum and order is available at
http://is.gd/5GQI3Wfrom Leagle.com.

                         About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010.
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.


ALISO COMMONS: Can Continue Using Cash Collateral Until May 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered, on April 27, 2011, its second interim order authorizing
Aliso Commons Corner, LLC, to use cash collateral through May 31,
2011, solely to pay the expenses as set forth in a budget.

American Security Bank, the prepetition secured lender, is
granted, effective as of the petition date, a "replacement lien"
in all assets of the Debtor, but only to the extent there is a
diminution in value of the prepetition collateral.  The
postpetition lien will not extend to avoidance actions (or
recoveries) under Chapter 5 of the Bankruptcy Code.

The Debtor will pay American Security adequate protection payments
equal to the cash collateral remaining as of May 31, 2011, after
payment of expenses delineated in the budget.  If authority to use
cash collateral terminates prior to May 31, 2011, American
Security will be entitled to retain all adequate protection
payments required to be paid pursuant to the order,
notwithstanding Sections 542 and 549 of the Bankruptcy Code.

In the event the Debtor can accomplish the sale of the real
property located at 26541 Aliso Creek Road, Aliso Viejo, Calif.
(together with all related assets) pursuant to Section 363 of the
Bankruptcy Code, and subject to negotiation by Debtor and Lender
regarding acceptable amounts, all or a portion of the adequate
protections payments may be released to the Debtor.

American Security will have an allowed super priority
administrative claim of the kind and priority, to the extent
applicable, under sections 503(b) and 507(b) of the Bankruptcy
Code.

The Debtor's authorization to use cash collateral is also subject
to the Debtor's timely achievement of the following requirements:

  -- The Debtor will accomplish the sale of the Aliso Viejo real
     property (together with all related assets) pursuant to
     section 363 and will cause its affiliate, Aliso Commons 2,
     LLC, to accomplish a sale of its interests in real property
     also located in Aliso Viejo (together with all related
     assets) in accordance with the following timeline:

     May 2, 2011: (a) Debtor will have negotiated and executed
                    a definitive asset purchase agreement
                    acceptable in form and substance to Lender;
                    and (b) escrow will be opened and the
                    prospective buyer will have paid a deposit of
                    not less than $100,000 into such escrow.

     May 22, 2011 : Debtor will have obtained entry of a court
                    order (acceptable in form and substance to
                    Lender) providing for bid procedures in
                    connection the asset sale.

     June 15, 2011: The asset sale will close pursuant to terms
                    and conditions acceptable in form and
                    substance to Lender.

American Security reserves all of its rights with respect to any
asset sale.

In addition, by April 22, 2011, the Debtor will commence taking
steps necessary and appropriate to recover unpaid rents owed to it
by its tenants.  By May 30, 2011, the Debtor will have obtained an
order compelling payment of unpaid rents to Debtor and all unpaid
rents will be escrowed.

                     About Aliso Commons Corner

Capistrano, California-based, Aliso Commons Corner LLC, filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-27372) on
Dec. 8, 2010.  Todd B. Becker, Esq., at the Law Offices of Todd B.
Becker, in Long Beach, Calif., represents the Debtor in its
restructuring effort.  American Security Bank, the prepetition
secured lender, is represented by Scott O. Smith, Esq., and J.
Alexandra Rhim, Esq., at Buchalter Nemer, in Los Angeles,
California.  The Debtor disclosed $12,259,356 in assets and
$9,721,851 in liabilities as of the Chapter 11 filing.


AMBASSADORS INT'L: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Ambassadors International, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $139,134,758
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $30,142,606
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $28,537
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $33,384,786
                                 -----------      -----------
        TOTAL                   $139,134,758      $63,555,929

Debtor-affiliates also filed their respective schedules,
disclosing:

                                           Assets    Liabilities
                                           ------    -----------
EN Boat LLC                                     $0       $53,514
Ambassadors Cruise Group, LLC                   $0   $30,177,961
Ambassadors Int'l Cruise Group (USA)    $6,371,820  $105,466,891
MQ Boat, LLC                                    $0   $30,155,046
American West Steamboat Company, LLC      $207,664   $95,502,231
Contessa Boat, LLC                              $0   $30,149,285
Ambassadors, LLC:                           $6,158   $14,302,930
CQ Boat, LLC                            $2,800,000   $30,196,291
AQ Boat, LLC                                    $0   $13,147,040
QW Boat Company LLC                             $0   $35,189,498
DQ Boat, LLC                            $1,700,000   $30,216,566

                 About Ambassadors International

Headquartered in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts.  Carrying
148 to 312 guests, the luxurious ships of Windstar cruise to
nearly 50 nations, calling at 100 ports throughout Europe, the
Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

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

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
Attorneys at Lowenstein Sandler PC and Bifferato Gentilotti LLC
serve as counsel to the Official Committee of Unsecured Creditors.


ANGIOTECH PHARMACEUTICALS: Implements CCAA Compromise Plan
----------------------------------------------------------
Angiotech Pharmaceuticals, Inc., said it has successfully
implemented the second amended and restated plan of compromise or
arrangement under the Companies' Creditors Arrangement Act
(Canada) as previously approved by the Supreme Court of British
Columbia on April 6, 2011.  Consequently, the US$250 million 7.75%
senior subordinated notes due 2014 have been cancelled and
eliminated in exchange for the issuance of new common shares of
Angiotech to the holders of such Subordinated Notes.

Angiotech said it has now substantially reduced its long-term debt
obligations and strengthened its balance sheet and liquidity
outlook.

In addition, in connection with the implementation of the Plan,
the following individuals have been appointed as the new board of
directors of the Company: William Hunter, Omar Vaishnavi, Donald
Casey, Jeffrey Goldberg, Bradley Karro, and Kurt Cellar.

Thomas Bailey, chief financial officer of Angiotech said, "We are
pleased to have successfully completed our recapitalization
transaction, and to have finally achieved our long-term debt
reduction goals.  The conclusion of this process will strengthen
our company's financial outlook and competitive position."

Dr. William Hunter, president and CEO of Angiotech said, "We would
like to offer our sincerest thanks to our employees, customers,
suppliers, lenders and other various stakeholders who strongly
supported our Company throughout this process, allowing us to
continue our business initiatives as usual and thereby provided us
with a solid foundation for the future."

The Company has completed its offer to exchange new senior secured
floating rate notes due 2013 for all of its outstanding Senior
Floating Rate Notes due 2013.  The Exchange Offer expired at
12:00 a.m., New York City time, on May 12, 2011.  A total of
$324,975,000 aggregate principal amount of the Existing Floating
Rate Notes were validly tendered and accepted for exchange by the
Company.  The Existing Floating Rate Notes that were validly
tendered and accepted for exchange by the Company constitute
99.99% of the outstanding aggregate principal amount of the
Existing Floating Rate Notes.

               About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.


API TECHNOLOGIES: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has assigned API Technologies, Inc., a
corporate family and probability of default rating of B2.
Concurrently, API's $220 million first lien bank facility has also
been assigned a B2 rating. The rating outlook is stable, and the
company's speculative grade liquidity rating is SGL-3. Proceeds of
the bank facility will partially fund API's acquisition of
Spectrum Control, Inc. The B2 corporate family rating considers
that acquisition of the much larger Spectrum Control will provide
API a greater platform base and improved growth prospects, and
positions the company to operate on a profitable basis in the
future.

The ratings are:

   -- Corporate family, B2

   -- Probability of default, B2

   -- $20 million first lien revolver due 2014, B2 LGD3, 49%

   -- $200 million first lien term loan due 2018, B2 LGD3, 49%

   -- Speculative grade liquidity, SGL-3

RATINGS RATIONALE

A B2 rating assignment considers the elevated financial leverage
that is expected to decline as the company's restructuring plan
takes hold, the likelihood of revenue stability from
API/Spectrum's established base of electronics components and
subsystems, against the relatively still small size, and a degree
of concentration within the revenue base.Moody's estimates
beginning debt to EBITDA, on a Moody's adjusted basis, to be about
5x. At this leverage level, and assuming the re-organization and
integration plan underway proceeds efficiently, API should sustain
a return on assets in the low single digit percentage range with
free cash flow to debt in excess of 5%, levels supportive of the
B2 rating. The rating incorporates consideration that rates paid
defense contractors could decline in coming years with greater
U.S. fiscal austerity; parts suppliers to Tier 1 and Tier 2
defense contractors, such as API, may face some resulting margin
pressure. The ratings also anticipate the company may continue
seeking to grow through tuck-in acquisitions which could slow
credit metric gains.

The stable rating outlook reflects an expected adequate liquidity
profile provided by cash from operations and availability under a
$20 million revolving credit. After completing some planned
capital projects in FY2011, annual capital spending should decline
to about $6 million while scheduled debt maturities will be low
until 2018. Adequate beginning financial flexibility helps
prospects for the company's management being able to focus on
completing the business integrations and restructuring plan.

Upward rating momentum would follow successful integration of
acquisitions and demonstration of debt to EBITDA sustained below
3.5x, EBITDA margin above 12%, and free cash flow to debt in the
high single digit percentage range (all metrics Moody's adjusted
basis).

Downward rating momentum would develop with debt to EBITDA above
5.5x, EBIT to interest below 1.5x, or a weakening liquidity
profile.

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

API Technologies, Inc. designs, develops and manufactures
electronic components for military and aerospace applications,
including mission critical information systems and technologies.
Annual revenues, proforma for the acquisition of Spectrum Control,
Inc., would be about $380 million.


API TECHNOLOGIES: S&P Gives 'B+' Corporate; Outlook is Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Orlando, Fla.-based API Technologies Corp. (API).
"At the same time, we assigned our 'BB-' issue-level rating to the
company's proposed $220 million secured credit facility (which
consists of a $200 million term loan due in 2018 and a $20 million
revolver due in 2014) with a recovery rating of '2', indicating
our expectations of substantial (70%-90%) recovery in a payment
default scenario. The outlook is stable," S&P related.

"The ratings on API reflect the company's somewhat limited program
diversity, the risks associated with its recent acquisitions, the
increasing pressure on U.S. defense spending, and the firm's
relatively modest size," said Standard & Poor's credit analyst
Chris Mooney. "These factors are partially offset by API's
moderate debt leverage for the rating and our expectations of
improving earnings and cash generation. We assess API's business
risk profile as weak and its financial risk profile as
aggressive."

API plans to purchase Spectrum Control Inc. for $270 million,
funded with the proceeds from its proposed $200 million term loan
and recently completed $103 million sale of common stock. API will
use proceeds in excess of the purchase price to refinance its
existing debt and add cash to its balance sheet. "We expect
leverage to be relatively moderate for the rating, with pro forma
2011 debt to EBITDA in the 3.5x-4x range and debt to capital
around 45%. Although API has generated slightly negative free cash
flow in recent years, contributions from Spectrum should
significantly improve cash generation to around $25 million-$35
million a year over the next two years. We expect pro forma 2011
funds from operations (FFO) to debt in the 15%-20% range--an
average level for the rating. Overall, we believe the firm's
credit protection measures could improve moderately by the end of
2012 if its cost-cutting initiatives result in earnings growth and
it uses excess cash to reduce debt," S&P related.

The outlook is stable. "We believe that revenue from recent
acquisitions, cost-saving initiatives, moderate organic growth,
and some debt repayment from excess cash flows should enable API
to maintain credit protection measures appropriate for the
rating," Mr. Mooney continued. "We also believe some modest
improvement is possible over the next two years. We could lower
the rating if API does not achieve expected operating efficiencies
or if Congress were to cut a significant program for which API is
a contractor, resulting in lower-than-expected earnings, with debt
to EBITDA rising above 5x. We don't anticipate raising the ratings
over the next year due to uncertainties regarding defense
spending, potential challenges involved with the integration
of acquired companies, and, though less likely, the possibility of
further debt-financed acquisitions or dividends by its private
equity sponsor."


APPLING FARMS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Appling Farms Property, L.P.
        6972 Appling Farms Parkway
        Memphis, TN 38133-4725

Bankruptcy Case No.: 11-24733

Chapter 11 Petition Date: May 10, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.com

Scheduled Assets: $2,184,959

Scheduled Debts: $6,557,855

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-24733.pdf

The petition was signed by Curtis Wegener, general partner.


AURASOUND INC: Restates Dec. 31 Form 10-Q Due to Tax, EPS Errors
----------------------------------------------------------------
AuraSound, Inc., filed Amendment No. 2 its Quarterly Report on
Form 10-Q for the fiscal quarter ended Dec. 31, 2010, originally
filed with the Securities and Exchange Commission on Feb. 23,
2011, as amended on April 29, 2011, in order to (a) revise the
Company's unaudited consolidated financial statements as of and
for the six months ended Dec. 31, 2010, to correct errors in the
Company's income tax calculation and in the Company's calculation
of earnings per share, and (b) revise and restate Item 2,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," to reflect the foregoing.

The Company reported net income of $1.01 million on $27.17 million
of net sales for the three months ended Dec. 31, 2010, compared
with a net loss of $519,402 on $1.78 million of net sales for the
same period during the prior year.

The restated statement of operations reflects net income of $1.05
million on $38.15 million of net sales for the six months ended
Dec. 31, 2010, compared with net income of $901,288 on $38.15
million of net sales as originally reported.

The restated balance sheet at Dec. 31, 2010, showed $45.59 million
in total assets, $39.79 million in total liabilities and $5.80
million in total stockholders' equity, compared with $45.59
million in total assets, $39.94 million in total liabilities and
$5.65 million in total stockholders' equity as originally
reported.

A full-text copy of the Form 10-Q, as amended, is available for
free at http://is.gd/FxPxUz

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

                           Going Concern

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred a
net loss of $2.2 million, and had negative cash flow from
operating activities of $202,383.

As of Dec. 31, 2010, the Company has an accumulated deficit of
$36,937,503, negative working capital of $4,716,502 and has
reported significant losses over the past several years.  During
the six-month period ended Dec. 31, 2010 the Company recorded a
net income of $1,014,895 and had net cash provided by operating
activities of $627,713.  According to the Form 10-Q for the
quarter ended Dec. 31, 2010, "The move to profitability and
positive cash flow is a directly result of the execution of new
management's post acquisition business plan to cut costs on all
business lines, hold and spread overhead costs against a larger
revenue base and to continue to move toward sustained
profitability.  However, there can be no assurance that the
Company can sustain profitability or positive cash flows from
operations.  As such, if the Company is unable to generate
positive net income and unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether."


B, C & C MANAGEMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: B, C & C Management, Inc.
        fka C & C Management, Inc.
        1842 W. Wheeler
        Aransas Pass, TX 78336

Bankruptcy Case No.: 11-20279

Chapter 11 Petition Date: May 11, 2011

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

Judge: Richard S. Schmidt

Debtor's Counsel: William B Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Fax: (210) 821-1114
                  E-mail: bkingman@kingmanlaw.com

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

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

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

The petition was signed by Jerry L. Barth, president.


BORDERS GROUP: In Talks With Potential Bidder for 200+ Stores
-------------------------------------------------------------
The Wall Street Journal's Mike Spector and Jeffrey A. Trachtenberg
report that people familiar with the matter said Borders Group
Inc. is in discussions with a potential bidder for more than 225
stores that would keep it operating as a going concern.

According to the Journal, the identity of the possible bidder
couldn't be learned, but the sources said the bidder has expressed
interest in more than 190 of the chain's remaining superstores.
The sources also cautioned that talks remain at an early stage and
could fall through.

Borders has been soliciting offers as it attempts to survive amid
mounting losses.  According to the Journal, the sources said
Borders hasn't received interest from any bidders in purchasing
all of its about 400 outlets.

Sources also told the Journal that a soft deadline for potential
Borders bids passed May 6, but these people said Borders remains
in discussions with a handful of potential suitors.

The Journals' sources also said rival Barnes & Noble Inc. recently
offered to buy 10 stores, the company's Web site and customer
lists.   One of the sources said Borders wasn't keen on the offer.
A Barnes & Noble spokeswoman said she could neither confirm nor
deny the chain's bid, according to the Journal.

People familiar with the matter told the Journal Borders could be
forced to liquidate in the event it can't sell the bulk of its
stores.

The Journal also reports that an executive at a leading publisher
recently said the firm would keep an open mind regarding terms
with Borders, noting that there is considerable value for
publishers in having Borders continue to operate.  A second
publishing executive, however, said there was little possibility
that their publishing house would resume normal trade terms with
Borders in the near future.

Borders owes the six largest publishers $182 million, according to
court papers.

                        About Borders Group

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

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

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

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

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

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

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

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


BOWE BELL: Wants to Hire Lazard Middle as Investment Banker
-----------------------------------------------------------
Bowe Systec, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Lazard Middle Market
LLC as investment banker.

LMM will, among other things:

   a) review and analyze the Debtors' business, operations and
      financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows; and

   c) assist in the determination of a capital structure for the
      Debtors.

LMM is a subsidiary of Lazard Freres & Co. LLC.  LMM professionals
have worked with the Debtors' management and other professionals.

Andrew Torgove, managing director at LMM, tells the Court that
LMM's fee structure includes:

     a. a monthly fee of $100,000;

     b. a fee equal to $1.5 million, payable upon the consummation
        of a restructuring; and

     c. if, whether in connection with the consummation of a
        restructuring or otherwise, the Debtors consummate a sale
        transaction incorporating all or a majority of the assets
        or all or a majority or controlling interest in the
        equity securities of the Debtors, LMM will be paid a fee
        equal to $1.5 million.

Mr. Torgove relates that prepetition, the Debtors made aggregate
fee payments of $969,657 to the firm.  The Debtors paid LMM its
$100,000 monthly fee for the nine previous months.  In addition,
the Debtors made aggregate expense reimbursements to LMM of
$69,657.  No amounts are due to LMM as of the Petition Date.

Mr. Torgove assures the Court that LMM is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code

                          About Bowe Bell

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

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

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

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

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada is the foreign
representative of the Debtors in Canada.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Taps Torys LLP to Handle Canadian Bankruptcy Case
------------------------------------------------------------
Bowe Systec, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Torys LLP as Bowe
Bell + Howell International Ltd.'s Canadian counsel.

The Debtors by separate applications, are seeking to employ,
Richards, Layton & Finger, P.A. as general bankruptcy and
reorganization counsel; and McDermott Will & Emery as special
corporate counsel.  Bowe Bell submits it is essential to employ
Canadian counsel to fully protect their rights.

Torys will be assisting Bowe Bell in connection with carrying out
its duties and responsibilities under the Bankruptcy Code during
the Chapter 11 cases.

The hourly rates of Torys' personnel are:

     Partners                 C$500 - C$1,050
     Associates               C$350 -   C$700
     Law Clerks (Paralegals)  C$275 -   C$450

The Debtors relate that prior to the Petition Date, Torys received
a C$349,980 retainer, of which C$287,500 has been applied on
account of prepetition services.  The remaining C$62,479 cash
retainer will be held in trust and applied in payment of fees and
expenses.

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

                          About Bowe Bell

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

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

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

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

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada is the foreign
representative of the Debtors in Canada.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Taps Focus Management as Financial Advisor
-----------------------------------------------------
Bowe Systec, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Focus Management
Group USA, Inc., as financial advisor and restructuring management
consultant.

Focus will perform certain financial advisory and management
consulting services for the Debtors.

The hourly rates of Focus' personnel are:

     Managing Directors           $450
     Senior Consultants           $400

The rates were discounted from Focus' standard hourly rates.  The
personnel's time spent traveling will be charged at 50% of the
hourly rates.

The Debtors relate that prepetition, they made aggregate fee
payments to Focus of $363,958.  After deducting fees and expenses
previously billed (and paid) for prepetition services rendered,
$138,791 remains as a retainer.  The $138,791 balance will be
available to be applied to post petition services.

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

                          About Bowe Bell

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

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

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

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

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada is the foreign
representative of the Debtors in Canada.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BOWE BELL: Judge OKs Versa Capital's $80-Mil. Stalking Horse Bid
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Judge Peter J.
Walsh on Tuesday cleared Versa Capital Management Inc. to enter an
$80 million stalking horse agreement to purchase Bowe Bell &
Howell.

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

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

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

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

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

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

                      About Bowe Bell

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

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

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

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

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


BUTLER ANIMAL HEALTH: Moody's Affirms 'B1' Corporate Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and B2 probability of default rating of Butler Animal Supply, LLC.
In addition, Moody's affirmed the rating on the company's senior
secured revolving credit facility at B1 following the proposed $20
million add-on to the original $30 million facility. Moody's also
affirmed the rating on the $241 million term loan B at B1 and
assigned a B1 rating to the proposed $75 million term loan A. The
ratings outlook is stable.

These ratings were affirmed/assigned:

   -- Corporate Family Rating, affirmed at B1;

   -- Probability of Default rating, affirmed at B2;

   -- $50 million (upsized from $30 million) Senior Secured
      Revolving Credit Facility, due 2014, affirmed at B1, LGD
      rate changed to LGD3, 30% from LGD3, 35%;

   -- $241 million Senior Secured Term Loan B, due 2015, affirmed
      at B1, LGD rate changed to LGD3, 30% from LGD3, 35%;

   -- $75 million Senior Secured Term Loan A, due 2014, assigned
      B1 (LGD3, 30%).

RATINGS RATIONALE

The B1 corporate family rating reflects Butler's debt-to-EBITDA at
4 times, unchanged subsequent to the proposed credit facility add-
on, and improving interest coverage (EBITA-to-interest expense) as
a result of the proposed re-pricing of the term loan and revolver.
The company is expected to save around $3.5 million in interest
expense per year with interest coverage anticipated to increase by
1.5 turns to 5.1 times in 2011 from 3.6 times in 2010. In
addition, the rating considers Butler's size and scale as one the
largest animal health product distributors in the U.S. with an
approximate market share of 26%.

The rating is constrained by modest free cash flow generation
relative to debt levels due primarily to tax distributions to
members that amount to approximately 41% of pre-tax income. The
company's taxable income is higher than book income by
approximately 20% or $19 million due to differences in
amortization rules for intangible assets and the recapture of
prior years' LIFO reserves. The rating also incorporates the
projected narrowing of headroom under the leverage covenant in the
next 12 months. In addition, the rating considers Butler's low
margins, albeit with the integration of Butler and Henry Schein
completed,Moody's expects margins to improve as the company
achieves full year synergies with a run-rate of around $12
million. Further, the rating is negatively pressured by a
competitive operating environment that may affect Butler's ability
to increase its margins and that may drive further acquisition
activity that could limit the repayment of debt.

The stable outlook is predicated on the company maintaining its
current liquidity profile with an adequate cushion under financial
covenants, positive free cash flow generation in 2011, and good
availability under the revolving credit facility.

The outlook could be changed to negative if the company's
liquidity profile deteriorates from its current level. In
addition, if the company pursues leveraging transactions or
operating performance were to deteriorate such that adjusted debt
leverage were expected to rise to and remain above 4.5 times, the
ratings could be downgraded. Further, margin deterioration and
projected negative free cash flow generation would place pressure
on the outlook and/or rating.

The ratings are unlikely to be upgraded at this time given the
company's debt leverage and projected narrowing of headroom under
financial maintenance covenants, particularly the leverage
covenant that will step-down to 3.75 times at March 31, 2012.
However, if the company were to meaningfully reduce adjusted debt
leverage to below 3.5 times and generate free cash flow-to-debt
(adjusted for tax distributions and Moody's standard analytical
adjustments) in excess of 8% andMoody's projects those levels to
be sustainable, the outlook could be changed to positive or
ratings upgraded. Margin expansion and maintenance of market share
are also important considerations for the outlook and/or ratings
change.

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

Headquartered in Dublin, Ohio, Butler Animal Health Supply, LLC --
a provider of companion animal health products in the U.S. -- is a
subsidiary of Butler Animal Health Holding Company, LLC and does
business as Butler Schein Animal Health. The company is owned
50.1% by HSIC and 49.9% by the former owners of Butler Animal
Health Supply, LLC including Darby Group and Oak Hill Capital
Partners. The company's revenues in 2010 were $880 million.


BUTLER ANIMAL: S&P Affirms 'BB-' Corporate; Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
and '3' recovery rating to Dublin, Oh.-based Butler Animal Health
Supply LLC's new $75 million term loan A due Dec. 31, 2014. "At
the same time, we affirmed our 'BB-' corporate credit rating and
our 'BB-' issue-level and '3' recovery ratings on the term loan B
due Dec. 31, 2015 and the upsized revolving credit facility due
Dec. 31, 2014. The rating outlook remains negative," S&P related.

"The rating on Butler Animal Health Supply LLC reflects what we
consider to be the company's aggressive financial risk profile and
weak business risk profile," said Standard & Poor's credit analyst
Michael Berrian. The rating primarily reflects an aggressive
financial risk profile characterized by Butler's leverage covenant
cushion which tightened over the past three quarters, including
the quarter-ended March 31, 2011 following a step-down.

"We expect covenant cushions to remain tight through the first
half of 2011. However, we expect that a gradual improvement in the
economy could help to increase 2011 revenues by at least 5% over
the prior year, which could result in the covenant cushion
improving to 15% or more by the end of 2011," S&P stated.

Butler's aggressive financial risk profile is characterized by
revenues and EBITDA for full-year 2010 that were lower than our
expectations because of the effects of the weak economy. "This
resulted in leverage of more than 4x, per the covenant
calculation, which was higher than we expected. As a result, the
leverage covenant cushion, which was about 8.5% at March 31, 2011,
steadily tightened over the past three quarters. Most recently,
the covenant cushion tightening was attributed to higher debt
levels following two small acquisitions, combined with the
leverage covenant step-down at March 31, 2011," S&P added.


CARESTREAM HEALTH: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 95.38 cents-
on-the-dollar during the week ended Friday, May 13, 2011, an
increase of 1.35 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 22, 2017, and carries Moody's 'B1' rating and Standard &
Poor's 'BB-' rating.  The loan is one of the biggest gainers and
losers among 197 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Carestream Health

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

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

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

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

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


CASCADE BANCORP: Amends Form S-1 for 44-Million Shares
------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form S-1 registration statement
relating to the resale of an aggregate of up to 44,590,054 shares
of the Company's common stock, representing approximately 95% of
the Company's total outstanding shares, of which 44,243,750 were
issued to the selling stockholders in connection with an equity
financing transaction in January 2011.  A total of 41,002,554 of
the shares of the Company's common stock being registered pursuant
to this registration statement are held by directors, officers or
significant shareholders of the Company.  The Company is required
to file this registration statement, of which this prospectus is a
part, under the terms of a Registration Rights Agreement dated
Jan. 28, 2011, with the selling stockholders to register for
resale the shares of common stock issued by the Company to certain
investors in connection with the Private Offerings.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "CACB."  The last reported sale price of the
Company's common stock on the NASDAQ Capital Market on May 4,
2011, was $9.28 per share.

These shares of common stock are not savings accounts, deposits,
or other obligations of our bank subsidiary and are not insured by
the Federal Deposit Insurance Corporation or any other
governmental agency.

A full-text copy of the amended prospectus is available for free
at http://is.gd/bB4nQZ

                       About Cascade Bancorp

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

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

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

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


CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 95.05 cents-on-the-dollar during the week
ended Friday, May 13, 2011, a drop of 0.27 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Nov. 5, 2014, and carries Moody's 'B2' rating and
Standard & Poor's 'B' rating.  The loan is one of the biggest
gainers and losers among 197 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About CCS Corporation

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS was formerly known as CCS Income Trust and changed
its name on Nov. 14, 2007.  The Company was founded in 1984 and is
based in Calgary, Canada.

                          *     *     *

In August 2010, Standard & Poor's Ratings Services said it revised
its outlook on CCS Corp. to stable from negative and  affirmed its
'B' long-term corporate credit rating.  "S&P believes the 2009
business environment represented a trough for CCS' revenues and
cash flows," said Standard & Poor's credit analyst Michelle
Dathorne.  The company maintained stable margins in its midstream
division, which accounts for the majority of its operating cash
flows; and leveraged effective cost management to temper margin
erosion in its oilfield services segment, which ensured the cash
flow generation to meet its financing obligations and required
capital spending.  "S&P continue to believe the company's balance
sheet is overleveraged, given its business mix and market
position; however, forecast liquidity should meet all funding
requirements," Ms. Dathorne added.


CENTURION PROPERTIES: Wants Until June 15 to File Amended Plan
--------------------------------------------------------------
Centurion Properties LLC asks the U.S. Bankruptcy Court for the
Eastern District of Washington to extend the deadline to file an
amended disclosure statement and plan of reorganization until
June 15, 2011.

The Debtor says its secured creditor General Electric Capital
Corporation has sought relief from the automatic stay to foreclose
upon the Debtor's property.  The Court has set a final hearing on
GECC's request to commence on July 19, 2011.  As part of the
Court's scheduling order, the Debtor is required to complete and
exchange its appraisal of the real property interest no later than
June 1, 2011.

The valuation of the Debtor's property interest is the primary
issue to resolved in this Chapter 11 proceeding and will have a
direct impact upon the Debtor's proposed plan.  Furthermore, the
completion of the Debtor's appraisals will allow the Debtor to
propose a plan premised upon an accurate valuation of its
property, says John D. Munding, Esq., at Crumb & Munding P.S.

                        The Chapter 11 Plan

As reported in the March 1, 2011 edition of the Troubled Company
Reporter, the Plan filed Jan. 20, 2011, provides for the
reorganization of CPIII's debts and the continued ownership of the
Battelle Property.  The Debtor will continue with litigation to
determine the nature, extent and amount of debt owed to certain
classes of creditors holding disputed claims.  The Plan provides
for the refinancing of Allowed Secured Claims and payment to other
classes of Claims using ongoing revenue derived from lease
payments.  CPIII intends to fully consummate the Plan within 36
months, with payment in full of all allowed claims.

General Electrical Capital Corporation, the Debtor's prepetition
lender owed $70.8 million, will receive monthly interest payments
at $308,769 on its allowed claim for 36 months.  At the end of 36
months, GECC will be paid in full any unpaid amount, if any, of
its Allowed Claim.

Holders of General Unsecured Claims will be paid within 90 days of
the Plan effective date.  They will receive interest on account of
their Allowed Claim.

A copy of CPIII's disclosure statement, dated Jan. 20, 2011, is
available at:

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

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CLAIRE'S STORES: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 93.68 cents-
on-the-dollar during the week ended Friday, May 13, 2011, a drop
of 0.86 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's 'B3' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Claire's Stores

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

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

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 88.56 cents-on-the-dollar during the week ended Friday, May 13,
2011, a drop of 0.40 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 197 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About CC Media and Clear Channel

Clear Channel Communications, Inc. --
http://www.clearchannel.com/--is a diversified media company with
three primary business segments: radio broadcasting, outdoor
advertising and live entertainment.  Clear Channel (OTCBB:CCMO) is
the operating subsidiary of San Antonio, Texas-based CC Media
Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010, showed $17.48 billion
in total assets, $1.25 billion in current liabilities,
$20.61 billion in long-term liabilities, and a $7.20 billion
shareholders' deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' CCR on CC Media Holdings
reflects the risks surrounding the longer-term viability of the
company's capital structure -- in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the Company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the Company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLUB VENTURES: Taps Peitzman Weg to Handle Reorganization Case
--------------------------------------------------------------
The Hon. Allan L. Gropper the U.S. Bankruptcy Court for the
Southern District of New York authorized Club Ventures Investments
LLC, et al., to employ Peitzman, Weg & Kempinsky LLP as counsel.

PWK will, among other things:

   -- advise and counsel the Debtors regarding matters of
      bankruptcy law;

   -- represent the Debtors regarding their legal rights and
      responsibilities under the Bankruptcy Code and the
      Bankruptcy Rules, the Local Bankruptcy Rules, the United
      States Trustee Notices and Guides, and assist the Debtors in
      the administration of their bankruptcy estates; and

   -- advise the Debtors with respect to the negotiation,
      preparation and confirmation of a plan of reorganization.

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

The firm can be reached at:

     David B. Shemano, Esq.
     Monsi Morales, Esq.
     Kathryn F. Russo, Esq.
     PEITZMAN, WEG & KEMPINSKY LLP
     2029 Century Park East, Suite 3100
     Los Angeles, CA 90067
     Tel: (310) 552-3100
     Fax: (310) 552-3101

                       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 disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

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.


CLUB VENTURES: Taps FocalPoint Securities as Financial Advisor
--------------------------------------------------------------
The Hon. Allan L. Gropper the U.S. Bankruptcy Court for the
Southern District of New York authorized Club Ventures Investments
LLC, et al., to employ FocalPoint Securities, LLC, as financial
advisor.

FocalPoint will, among other things:

   -- prepare a valuation of the Company as a "going concern" and
      provide testimony in support thereof, if required;

   -- prepare an analysis of the value of the Company in a
      liquidation scenario and provide testimony in support
      thereof, if required; and

   -- analyze the feasibility of the Plan and provide testimony
      based on the analysis, if required.

FocalPoint will be paid:

   1. initial fee of $35,000;

   2. additional compensation of $2,500 per day per person for
      each day or material portion of each day required to provide
      additional services; and

   3. $10,000 for additional services without further notice,
      order of the Court, or any need to file any interim fee
      application.

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

                       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 disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

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.


CLUB VENTURES: Taps Golenbock Eiseman as Bankruptcy Co-Counsel
--------------------------------------------------------------
The Hon. Allan L. Gropper the U.S. Bankruptcy Court for the
Southern District of New York authorized Club Ventures Investments
LLC, et al., to employ Golenbock Eiseman Assor Bell & Peskoe LLP
as co-counsel.

GEABP is assisting Peitzman, Weg & Kempinsky LLP, the Debtors'
proposed counsel, in representing the Debtors in the bankruptcy
proceedings.

Jonathan L. Flaxer, a member of GEABP, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       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 disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

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.


CLUB VENTURES: Panel Taps FTI Consulting as Financial Advisor
-------------------------------------------------------------
The Hon. Allan L. Gropper the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Club Ventures
Investments LLC, et al., to retain FTI Consulting, Inc., as its
financial advisor nunc pro tunc to March 30, 2011.

FTI will receive (a) a monthly fixed fee; and (b) reimbursement of
FTI's expenses.

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

                       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 disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

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.


CMB III: Court Continues Cash Collateral Hearing to May 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued the hearing on CMB III, L.L.C.'s emergency motion for
authorization to use cash collateral, to May 19, 2011, at 10:00
a.m.  The Court had previously calendared other matters at the
May 19 hearing, including the initial hearing on confirmation of
the Debtor's Plan of Reorganization.

As reported in the TCR on April 19, 2011, the Debtor asked the
Bankruptcy Court for permission to use rents and other income
generated by the Debtor's property to pay for the reasonable and
necessary expenses set forth on its April Budget, to the extent
not already approved.

Union Fidelity Life Insurance Company asserts a claim, allegedly
secured by parcels 7A and 7B of the Debtor's real estate property,
and the rents associated with those properties, against the Debtor
in the amount of $17 million.

                        About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
Sept. 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie Brown &
Bain P.A., assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


COMPOSITE TECHNOLOGY: Expects $8.6MM Net Loss in March 31 Quarter
-----------------------------------------------------------------
In a regulatory filing Tuesday, Composite Technology Corporation
discloses that the filing of its quarterly report on Form 10-Q for
the period ended March 31, 2011, will be delayed because the
Company's auditors have not completed their review of the
Company's quarterly financial statements.

On an unaudited basis, the Company expects to report for the three
and six months ended March 31, respectively, a decrease in
consolidated revenues of of $2.9 million, from $4.3 million in
fiscal 2010 to $1.4 million in fiscal 2011, and a decrease of
roughly $400,000, from $7.0 million in fiscal 2010 to $6.6 million
in fiscal 2011.

For the three and six months ended March 31, respectively,
consolidated net loss increased by $5.3 million from $3.2 million
in fiscal 2010 to $8.6 million in fiscal 2011, and increased by
roughly $800,000 from $10.9 million in fiscal 2010 to
$11.8 million in fiscal 2011.

Consolidated cash balances were $9.5 million as of March 31, 2011,
including $4.8 million of restricted cash as compared to
$19.3 million, including $16.3 million of restricted cash at the
end of fiscal 2010.

                    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.


CONTESSA PREMIUM: Holthouse Okayed as Auditors & Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Contessa Premium Foods, Inc., to employ Holthouse
Carlin & Van Trigt LLP as its auditors and accountants.

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

                   About Contessa Premium Foods

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

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's
local/conflicts counsel counsel.  Scouler & Company, LLC, serves
as financial advisors.  Imperial Capital, LLC serves as its
investment banker.  The Debtor proposes to employ DLA Piper LLP as
its special intellectual property counsel.  The Debtor scheduled
$49,370,438 in total assets and $35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTESSA PREMIUM: Taps Imperial Capital as Investment Banker
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Contessa Premium Foods, Inc., to employ Imperial
Capital, LLC as investment banker.

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

                      About Contessa Premium

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

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

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTESSA PREMIUM: Taps DLA Piper Intellectual Property Counsel
--------------------------------------------------------------
Contessa Premium Foods, Inc., asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ:

         DLA Piper LLP (US)
         1999 Avenue of the Stars, Suite 400
         Los Angeles, CA 90067-6023

, as intellectual property counsel.

The Debtor relates that in November 2008, it engaged DLA Piper as
special intellectual property counsel.  With the assistance of DLA
UK attorneys, DLA Piper represented the Debtor on both
transactional and litigation matters in the United States and
internationally.

The Debtor requests that DLA Piper continue to represent on
intellectual property matters that develop during the course of
its Chapter 11 case.

DLA Piper will, among other things:

   a. investigate, research, and analyze legal and factual issues;

   b. negotiate with other parties; and

   c. draft and prepare documents.

The Debtor says that prepetition, DLA Piper received $287,619 on
account of services performed.  DLA Piper said that the Debtor
incurred certain fees and expenses for legal services rendered by
DLA Piper with respect to intellectual property matters.  As of
the Petition Date, $75,028 fees and expenses remain unpaid.

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

                   About Contessa Premium Foods

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

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

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CULLIGAN INT'L: Moody's Lowers CFR to Caa3; Outlook Negative
------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
(CFR) and probability of default rating of Culligan International
Company (Culligan) to Caa3 from Caa1. At the same time, the
ratings on the first lien facilities were lowered to Caa2 from B3
and the rating on the second lien term loan was lowered to Ca from
Caa3. The ratings outlook is negative.

These ratings were downgraded:

   -- Corporate family rating to Caa3 from Caa1;

   -- Probability of default rating to Caa3 form Caa1;

   -- $110 million first lien revolving credit facility due May
      2012 to Caa2 (LGD3, 35%) from B3 (LGD3, 35%);

   -- $542 million first lien term loan due November 2012 to Caa2
      (LGD3, 35%) from B3 (LGD3, 35%); and

   -- EUR175 million second lien term loan due March 2013 to Ca
      (LGD5, 85%) from Caa3 (LGD5, 85%).

RATINGS RATIONALE

The downgrade of the CFR to Caa3 reflects Moody's expectation that
Culligan's default risk will continue to increase over the next
twelve to eighteen months as the maturities of its revolver and
term loan approach in May 2012 and November 2012, respectively.
The Caa3 rating reflects this heightened risk of default as well
as the company's high leverage, roughly 15.0x, weakness in its
operating performance and ongoing cash consumption.

Moody's anticipates that existing cash balances, revolver
availability (through March 2012) and expected proceeds from the
sale of its company owned dealerships in North America should fund
operations through the maturity of the term loan. However, given
the approaching debt maturities and an over-leveraged capital
structure, Moody's anticipates that a distressed exchange,
bankruptcy or a payment default over the next eighteen months is
possible.

A rating upgrade or stabilization of the outlook is not viewed as
likely over the near term absent a material improvement to the
capital structure. However, ratings momentum could surface if
operating performance were to materially improve, Culligan were to
successfully refinance its upcoming maturities or deleverage
through sponsor contributions. The ratings could be lowered if
operating performance deteriorates resulting in Moody's
expectation for a higher probability of default or a lower family
recovery rate at default.

The principal methodology used in rating Culligan International
Company 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.

Culligan International Company, headquartered in Rosemont,
Illinois, is a global provider of water treatment products and
services for household, commercial and industrial applications. In
2010, Culligan generated net revenues of approximately $640
million.


DEEPOCEAN GROUP: Launched After Trico Supply Restructuring
----------------------------------------------------------
DeepOcean Group Holding AS has commenced operations as an
independent company following the successful completion of an out-
of-court restructuring of the former Trico Supply Group of Trico
Marine Services, Inc.  Pursuant to the out-of-court restructuring,
Trico Supply AS and Trico Shipping AS, and subsidiaries including
DeepOcean AS, and CTC Marine Projects Ltd., have been separated
from Trico Marine and will operate as subsidiaries of DeepOcean
Group.  DeepOcean Group and its subsidiaries will continue to
operate in the normal course.

DeepOcean Group also said that John R. Castellano has been named
interim Chief Executive Officer of the Company, effective
immediately.  Mr. Castellano is a Managing Director of global
business-advisory firm AlixPartners, LLP, and has been working
with Trico Supply since June 2010.  Mr. Castellano will be focused
on completing DeepOcean Group's transition from Trico Marine, and
in developing a European corporate headquarters.  DeepOcean Group
is also well along in its search to identify additional
individuals to serve on the Company's Board of Directors of
DeepOcean Group, and expects to announce the first of these
appointments in the near future. The current senior management
teams of DeepOcean and CTC will remain in place.

"We are very pleased to begin operating DeepOcean Group as an
independent company," said Mr. Castellano.   "Through this
successful process, we have been able to reduce DeepOcean Group's
total debt outstanding to approximately $75 million, giving the
Company a more appropriate capital structure. Our increased
financial flexibility and improved liquidity position will allow
the Company to take better advantage of improving market
conditions and global growth opportunities, and position the
Company to be a stronger partner to our stakeholders going
forward."

Mr. Castellano added, "I intend to work closely with the Company's
dedicated employees to continue delivering consistent quality and
excellent customer service.  I thank all our employees for their
hard work and contributions during this process.  I also wish to
thank our customers and vendors for their continued support
through a complex restructuring."

                         Equity Structure

In connection with the restructuring and following a previously
announced agreement in principle on April 21, 2011, Trico Supply
and Trico Shipping successfully completed an out-of-court debt-
for-equity exchange with certain holders of Trico Shipping's 11
7/8% Senior Secured Notes due 2014, the Trico Supply Group's
working capital facility lenders and certain Trico Marine entities
holding intercompany claims and interests.  The common stock of
DeepOcean Group is held by these Noteholders, Trico  Supply
Group's former lenders, and certain Trico Marine entities. While
Trico Marine and some of its subsidiaries will receive shares of
common stock of DeepOcean Group, Trico Supply Group's out-of-court
financial restructuring does not otherwise alter Trico Marine's
pending bankruptcy proceeding before the U.S. Bankruptcy Court.

                  Improved Financial Strength

The Exchange reduces DeepOcean Group's total debt outstanding to
approximately $75 million from more than $450 million of the
former Trico Supply Group.  As part of the restructuring,
DeepOcean Group has received a new $100 million first priority
senior secured credit facility that will be used to refinance some
existing debt and fund working capital.

                  About DeepOcean Group

DeepOcean Group is an integrated provider of subsea, trenching and
marine support vessels and services.  DeepOcean Group's subsea
services and trenching/installation divisions control a well
equipped fleet of vessels and operate a fleet of modern ROVs and
trenching and other subsea protection equipment.  DeepOcean
Group's towing and supply division provides marine support vessels
to the oil and gas industry.  DeepOcean Group has a global
presence including operations in the North Sea, United Kingdom,
Mexico, Brazil, Southeast Asia and Australia.


DESERT CAPITAL: Reports $56 Million in Liabilities
--------------------------------------------------
John G. Edwards at Las Vegas Review-Journal relates that Desert
Capital Real Estate Investment Trust reported that its total
amount of liabilities were more than double its assets in the
first quarter ended March 31.  The Company, controlled by Chief
Executive Todd Parriott, had $25 million in assets and $56 million
in liabilities.  It lost $1.9 million in the quarter, down from a
loss of $2.8 million last year.

Desert Capital solicited investments from individuals and used the
money to make short-term mortgage loans to developers and others
with real estate for collateral.

Taberna Preferred Funding VI, Ltd., Sage Trust, and Taberna
Preferred Funding VIII filed an involuntary Chapter 11 bankruptcy
protection against Desert Capital Reit, Inc., on April 29, 2011
(Bankr. D. Nev. Case No. 11-16624).  Judge Linda B. Riegle
presides over the case.  Jeffrey S. Rugg, Esq., Brownstein Hyatt
Farber Schreck LLP represents the petitioners.


DIAGNOSTIC IMAGING: S&P Lowers CCR to 'B-'; Outlook is Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Hicksville, N.Y.-based Diagnostic Imaging
Group LLC to 'B-' from 'B' as a result of the company's weak
liquidity. The outlook is developing.

"The low speculative-grade rating on Diagnostic Imaging Group LLC
reflects our expectations that liquidity will remain weak prior to
the refinancing of the company's credit facility (which matures in
May 2012)," said Standard & Poor's credit analyst Cheryl Richer,
"given minimal covenant cushion on the company's required debt
leverage covenant." "Despite generating positive free operating
cash flow for the past several years, Diagnostic Imaging's weak
liquidity profile reflects, in our opinion, insufficient liquidity
for unexpected adverse events. This is a key factor in our
assessment of the highly leveraged financial risk profile."


DILLARD LAND: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Dillard Land Investments, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Georgia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $26,325,000
  B. Personal Property                   $61
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,990,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $60,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,813,900
                                 -----------      -----------
        TOTAL                    $26,325,061       $8,863,900

Atlanta, Georgia-based Dillard Land Investments, LLC, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 11-63566) on
May 2, 2011.  Paul Reece Marr, Esq., at Paul Reece Marr, P.C.,
represents the Debtor in its restructuring effort.


DOCOR, INC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Docor, Inc.
        4253 Eagle Rock Blvd., Suite C
        Los Angeles, CA 90065

Bankruptcy Case No.: 11-30423

Chapter 11 Petition Date: May 10, 2011

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

Judge: Richard M. Neiter

Debtor's Counsel: Blake Lindemann, Esq.
                  433 N Camden Dr., 4th Flr
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.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/cacb11-30423.pdf

The petition was signed by Manuel Meza, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
1019 South Central Associates, Ltd     11-17360   02/22/11


DOMTAR CORP: Moody's Revises Outlook to Positive; Affirms Ba1 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed Domtar Corporation's (Domtar)
Ba1 corporate family rating (CFR) while revising the outlook to
positive from stable. The improvement of Domtar's outlook
primarily recognizes the company's significant de-leveraging
through absolute debt reduction and reflects expectations of
continuing strong financial performance resulting in credit
protection measures that are very strong for its rating category.
During fiscal 2010, Domtar repaid approximately $1 billion, or
roughly 45%, of its adjusted debt. Domtar's positive outlook also
reflects Moody's expectations that the uncoated freesheet sector
will continue to reduce its supply base to offset declining
demand, allowing Domtar to maintain credit protection measures
that are strong for the rating category.

Domtar's Ba1 CFR reflects the company's significant position as
the largest uncoated freesheet producer in North America, its
favorable cost position within the industry and management's
demonstrated commitment to prudent debt management. Strong cash
flow generation in line with improving economic conditions should
allow the company to maintain strong credit protection measures
for the Ba1 rating category. The ratings are however constrained
by the continuing secular decline in demand in the North American
uncoated freesheet market and the uncertainty over Domtar's
strategic initiatives to grow its revenue base to counteract the
decline in its core paper business. Credit challenges also include
the company's lack of diversification and the inherent volatility
of the company's market pulp business.

Domtar's SGL-1 rating reflects the company's strong liquidity. The
company's liquidity is primarily comprised of about $600 million
of cash (as of March 2011) and full access to its $150 million
accounts receivable securitization program that matures November
2013.  Moody's estimates continued strong cash flow generation,
with a significant portion of the excess cash generated being
directed to shareholders through a combination of dividends and
share buybacks. In addition, the company is expected to refinance
its undrawn committed $750 million secured bank line which matures
in early 2012. The company has no other debt maturities over the
next 2 years and covenant issues are not expected.

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

Outlook Actions:

   Issuer: Domtar Corporation

   -- Outlook, Changed To Positive From Stable

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

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world. The company also operates a paper
distribution business and sells market pulp.


DREIER LLP: Trustee Inks $1.5 Mil. Deal with Federal Insurance
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the trustee overseeing
the liquidation of imprisoned attorney Marc S. Dreier's former
firm struck a $1.5 million settlement in New York bankruptcy court
Thursday, ending an adversary proceeding with Federal Insurance
Co.

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DUNKIN' BRANDS: Moody's Says Ratings Unaffected S-1 Registration
----------------------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for Dunkin' Brands, Inc. (Dunkin' Brands) will not be
affected by the company's filing of an S-1 registration statement
with the Securities and Exchange Commission (SEC) for a potential
initial public offering (IPO). This includes the company's B3
Corporate Family and Probability of default ratings, B2 senior
secured bank rating, and Caa2 senior unsecured bond rating. The
outlook is stable.

Moody's views the S-1 filing favorably due in part to the
specified use of proceeds being designated for debt reduction. In
the event the IPO and use of proceeds are successfully executed as
proposed and operating performance continues to perform as
expected there could be positive ratings improvement.

The last rating action on Dunkin' Brands occurred on Feb. 14,
2011, when Moody's affirmed the company's B3 Corporate Family and
Probability of Default ratings and Caa2 senior unsecured bond
ratings and lowered the senior secured bank ratings to B2 from B1.

The principal methodology used in rating Dunkin' Brands, Inc. was
Moody's Global Restaurant Industry rating methodology, published
in June 2008 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Dunkin' Brands, Inc. franchises approximately 16,287 quick service
restaurants under the brand names Dunkin' Donuts and Baskin-
Robbins. The company owns and operates only a very small number of
its own stores. Annual revenues are approximately $577 million,
although systemwide sales are about $7.7 billion.


EAGLES CREST: Plan Filing Extension Hearing Set for May 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa will
conduct a hearing on May 19, 2011, at 10:00 a.m., to consider
approval of the request to extend the exclusive periods of Eagles
Crest Leasing Group 1, LLC.

According to the Troubled Company Reporter on April 29, 2011, the
Debtor proposed June 24, 2011, as deadline to file a chapter 11
plan and an explanatory disclosure statement.  The Debtor said it
needs more time to fine-tune its future income and expenses
projection with it general reorganization counsel and general
reorganization accountants.

                        About Eagles Crest

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Iowa Case No.
10-06103) on Dec. 27, 2010.  Jeffrey D. Goetz, Esq., at Bradshaw,
Fowler, Proctor & Fairgrave, P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed 12,778,480 in assets and
11,755,325 in liabilities as of the Chapter 11 filing.

Habbo G. Fokkena, the U.S. Trustee for Region 12, was unable to
appoint a committee of unsecured creditors in the Debtor's case.


ENRON CORP: Remnants, Hewitt End $9 Million Settlement Battle
-------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that a Texas federal
judge on Wednesday signed off on a resolution between the remnants
of Enron Corp. and Hewitt Associates over a $9.15 million
shortfall in a settlement fund for former employees caused by a
mistake in calculation by the settlement administrator.  Law360
says the settlement fund was set up to compensate former Enron
employees who lost their retirement funds when Enron went bust in
2001.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EXOPACK HOLDING: S&P Affirms 'B' CCR on Proposed $400MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hoffman Estates, Ill.-based Exopack Holding Corp.
The outlook remains stable.

In addition, Standard & Poor's assigned a 'B' issue rating and a
'3' recovery rating to the company's proposed $400 million term
loan B facility due 2017. The '3' recovery rating indicates its
expectation for meaningful (50%-70%) recovery in the event of a
payment default. Standard & Poor's also assigned a 'CCC+' issue
rating and a '6' recovery rating to the company's proposed $225
million senior unsecured notes due 2018. The '6' recovery rating
indicates its expectation for negligible (0%-10%) recovery in the
event of a payment default.

The company plans to use the $625 million in total proceeds to pay
a $191 million dividend to its shareholders, repay $396 million in
existing debt, and fund transaction fees and expenses with the
remainder. Standard & Poor's expects the new $75 million asset-
based (ABL) revolving credit facility to be undrawn at the close
of the transaction.

The ratings on Exopack reflect the company's weak business risk
profile stemming from its position in a highly competitive and
fragmented market, improving contribution from value-added
products in its portfolio, very aggressive financial policies and
a highly leveraged financial profile. A key supporting factor to
the ratings is Exopack's improved financial performance and
profitability following its 2010 acquisition of Alcan's cheese and
meat business, which provided synergies and led to higher margins,
as well as various cost reduction initiatives and the improved
liquidity.

"Although the proposed debt-financed dividend recapitalization
weakens leverage and cash flow protection metrics, in our opinion
the financial profile will remain in line with the current
ratings," said Standard & Poor's credit analyst Henry Fukuchi. "We
expect improving operating trends and decent free cash flow
generation in 2011 and beyond to support a modestly improving
financial profile and adequate liquidity consistent with the
current ratings. We view financial policy as an ongoing risk
factor and therefore do not expect current ownership to make long-
range debt reduction a priority."

Exopack focuses mainly on North America and operates 19
manufacturing locations in the U.S., Canada, and the U.K. The
company develops and manufactures paper and plastic flexible
packaging for consumer and industrial end-use markets. The
company's food and specialty segment accounts for approximately
43% of revenues while pet food and specialty and the performance
packaging segments account for another 29% and 20% (the balance is
from a niche packaging coatings business). Exopack focuses largely
on end markets related to food, beverage, and consumer products
because they are less cyclical and support overall stability and
profitability.


FIDDLER'S CREEK: Continues Talks for Up to $50MM Exit Financing
---------------------------------------------------------------
Fiddler's Creek, LLC, and 27 of its subsidiaries and affiliates
have asked the Bankruptcy Court to extend the deadline to file a
Plan Supplement to their Second Amended Plans of Reorganization.

The Second Amended Plans contain a deadline requiring the Debtors
to file the Plan Supplement with the Bankruptcy Court at least 10
days prior to the deadline for creditors to cast their votes.
Voting deadline is May 16.  Hence, the Plan Supplement deadline
was May 6.  The Debtors want it moved to May 22, but reserve the
right -- with the consent of their proposed exit financing lender
-- to amend the Plan Supplement through and including the hearing
to confirm their Plans.

The Second Amended Plans identify Mount Kellett Capital Management
LP or one or more funds designated by it as the party providing
the exit financing to the Debtors necessary to fulfill the payment
obligations of the Debtors under the Second Amended Plans.

The material terms of the Exit Financing are set forth in the Exit
Financing Commitment Letter dated Dec. 3, 2010.  Prior to and
subsequent to the filing of the Second Amended Plans the Debtors
have been negotiating with Mount Kellet the terms of an amended
Exit Financing Commitment Letter that will increase the maximum
amount available under the Exit Financing from $30 million to
$50 million.

The Plan Supplement consist of those additional documents to be
executed to effectuate the Exit Financing transactions
contemplated in the Second Amended Plans.

The hearing to confirm the Plans is set for May 26 and 27.

The Debtors are currently facing opposition from U.S. Bank, the
indenture trustee for certain special assessment revenue bonds.
U.S. Bank has sought standing to object to the Plans.  It also has
asked for continuance of the hearing, complaining that the Debtors
have been stonewalling the Indenture Trustee's confirmation
preparation, including their opposition to active participation by
the Indenture Trustee's experts in discovery, as well as
intentional, improper confirmation-elated conduct.

While obfuscating the discovery process, U.S. Bank also accuses
the Debtors of stretching the resources of the Indenture Trustee
and Bondholders in other forums.  In one such instance, the
Debtors have filed a lawsuit against certain entities related to
one of the Bondholders for actions directly related to opposition
to confirmation and actions taken within this bankruptcy case
opposing the Debtors' Plans.  This litigation has been filed in
the state circuit court in and for Collier County, Florida.

"The Debtors have not brought their confirmation challenge before
this Court, but have instead brought it beyond your honor's
purview," the U.S. Bank said in court papers.

U.S. Bank also pointed out that the circumstances surrounding the
state court litigation lead one to the troubling reality that it
is an improper attempt to influence the confirmation balloting
process.  First, the state court litigation claim was not
disclosed as an asset of the Debtors in the Disclosure Statement,
as would be appropriate if it was an asset of the estate.
Similarly, the Debtors did not seek to employ special litigation
counsel in the matter, yet are not represented by general
bankruptcy counsel in the state court litigation. Finally, the
Debtors did not seek nor obtain court approval for utilizing
property of the estate, i.e. the litigation claim, outside of the
ordinary course of business.

In addition to plan-related pressure tactic, U.S. Bank also said
the Debtors have caused to be circulated unapproved solicitations
to homeowners within the Development.  The Troubled Company
Reporter ran a story on this allegation by U.S. Bank in its May 11
edition.

The Debtors have disputed U.S. Bank's alleged standing, saying the
Bondholders are not creditors of the estate and the Debtors are
not restructuring the bonds.  The bonds were issued by the
Community Development Districts, not the Debtors.  The Debtors
said they have no obligations under the bonds and they cannot
affect the contractual rights between the Districts and the
Indenture Trustee and Bondholders.

On March 9, 2010, the United States Trustee appointed a
Homeowners' Committee.  On April 12, 2010, the U.S. Trustee
changed the designation from Homeowners' Committee to Official
Unsecured Creditors' Committee.

                       About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FIDDLER'S CREEK: Sells 2 Menaggio Units for $1,110,000
------------------------------------------------------
Debtor GBP Development, Ltd., obtained Bankruptcy Court permission
to sell Unit 4-102, 9284 Menaggio Ct., at Fiddler's Creek to the
Cynthia A. Hayek Trust for the gross amount of $450,000.  The
Purchase Price includes a Capital Acquisition Assessment for
membership to The Club & Spa at Fiddler's Creek in the amount of
$15,000, which $15,000 will be paid to the Fiddler's Creek
Foundation upon closing and $1,500 for Capital Reserve Assessment.
Pursuant to the terms of the Menaggio Contract, the Menaggio
Purchaser funded an initial deposit in the amount of $36,500.  The
Deposit will be applied as a credit to the Purchase Price,
requiring the Menaggio Purchaser to fund the remaining balance of
the Purchase Price in cash at closing.  The Menaggio Contract is
not subject to mortgage financing.

In a separate order, GBP Development, Ltd., obtained permission to
sell Unit 201, 9316 Menaggio Ct., at Fiddler's Creek to and Peter
S. and Frances E. Johnson for the gross amount of $660,000.  The
Purchase Price includes a Capital Acquisition Assessment for
membership to The Club & Spa at Fiddler's Creek in the amount of
$15,000, which $15,000 will be paid to the Fiddler's Creek
Foundation upon closing.  The Menaggio Purchaser funded an initial
deposit in the amount of $10,000 and second deposit of $55,000 for
a total of $65,000.  The Deposit will be applied as a credit to
the Purchase Price, requiring the Menaggio Purchaser to fund the
remaining balance of the Purchase Price in cash at closing.  The
Contract is not subject to mortgage financing.

The net sale proceeds will be paid to Fifth Third Bank, which
asserts a mortgage lien on certain real property and improvements
located within Fiddler's Creek, including constructed and existing
housing units, 8 fully developed pads for 32 units and 53 platted
lots.  The Mennagio Units are part of Fifth Third's Collateral
securing the loan to Fifth Third.

                       About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FIRGROVE PLAZA: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Daily News reports that Firgrove Plaza LLC, 15720 Kingsbury St.,
Granada Hills, filed for Chapter 7 in Los Angeles County on
April 22, 2011.


FUSION TELECOMMUNICATIONS: Borrows $179,739 from Marvin Rosen
-------------------------------------------------------------
Fusion Telecommunications International, Inc., on May 2, 2011,
borrowed $179,739 from Marvin S Rosen, a director of the Company.
This note (a) is payable on demand in full upon 10 days' notice of
demand from the lender, (b) bears interest on the unpaid principal
amount at the rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                  About Fusion Telecommunications

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

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

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

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


GAS CITY: Several Gas Stations Will be Converted to Speedways
-------------------------------------------------------------
Bob Bong at LemontPatch reports that Gas City gas stations and
convenience stores acquired by Speedway at last month's bankruptcy
auction appear set to close Thursday, and re-open Friday morning
under their new name.  The report provided a list of the Gas City
locations that will be converted to Speedways this week:

Address                  Town         Bid
-------                  ----         ---
10250 Lemont Road         Darien       $3,245,237
22310 S. LaGrange Road    Frankfort    $2,586,723
855 S. Center Road        Frankfort    $1,312,722
11151 W. Lincoln Hwy.     Frankfort    $3,830,033
19730 S. Harlem Ave.      Frankfort    $6,338,829
12502 W. 143rd St.        Homer Glen   $2,372,139
15060 S. Bell Road        Homer Glen   $2,415,675
15551 W. 143rd St.        Homer Glen   $2,854,893
19855 S. LaGrange Road    Mokena       $5,296,628
18701 S. Wolf Road        Mokena       $3,560,633
3004 Reflection Dr.       Naperville   $3,457,580
939 S. Cedar Road         New Lenox    $2,222,957
570 Laraway Road          New Lenox    $2,200,000
4032 Route 34             Oswego       $1,060,500
1300 Normantown Road      Romeoville   $6,156,038
900 Brookforest Dr.       Shorewood    $3,500,000
18460 80th Ave.           Tinley Park  $5,232,806

                          About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

                            *    *    *

The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
Gas City, Ltd., and its debtor-affiliates to file a Chapter 11
plan until June 30, 2011, and solicit acceptances of that plan
until July 30, 2011.


GATEWAY HOTEL: Has Access to Cash Collateral Until July 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Gateway Hotel LLC to use, on a final basis, cash collateral
pursuant to a budget.

The Debtor's authority to use cash collateral will terminate on
the earliest to occur of: (i) the effective date of any confirmed
plan of reorganization; (ii) appointment of Chapter 11 Trustee or
examiner; (iii) conversion of this case to a case under Chapter 7
of the Bankruptcy Code; (iv) dismissal of this case; (v) July 30,
2011, and (vi) the Debtor's breach of any of the provisions of the
cash collateral order.

According to the Troubled Company Reporter on April 8, 2011, 2010-
1 SFG Venture LLC is expected to assert the only secured claim in
the Debtor's Chapter 11 case pursuant to a purported assignment of
all right, title and interest in and to certain loan and security
documents relating to a loan made on June 6, 2008, to the Debtor
by Specialty Finance Group, LLC.  2010-1 SFG is expected to assert
a lien interest in and to the improved real property and fixtures
thereon comprising the Debtor's hotel -- the Hilton Garden Inn
Phoenix Airport North -- and a security interest in and to all
income and revenues generated by the hotel.  As of Jan. 17, 2011,
the outstanding principal balance of the Loan was approximately
$24,956,000.

Kyle S. Hirsch, Esq., at Bryan Cave LLP, explained that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.

The Debtor said that the Lender is adequately protected because
the value of the property isn't expected to decline during the
Budget period.

The Debtor requested approval to deposit all operations revenues
received postpetition in and approved account, which revenues will
be segregated from the prepetition revenues.  The Debtor may then
withdraw funds from the approved account as necessary to pay the
expenses as provided in the Budget.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?7608

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. D.
Ariz. Case No. 11-08302).  Kyle S. Hirsch, Esq., at Bryan Cave
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-
25724).


GATEWAY COMMERCIAL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Gateway Commercial Center, LLC
        P.O. Box 911269
        St. George, UT 84791

Bankruptcy Case No.: 11-26892

Chapter 11 Petition Date: May 11, 2011

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

Judge: William T. Thurman

Debtor's Counsel: Shawn T. Farris, Esq.
                  FARRIS & UTLEY PC
                  2107 W. Sunset Blvd., 2nd Floor
                  St. George, UT 84770
                  Tel: (435) 634-1600
                  Fax: (435) 628-9323
                  E-mail: farris@farrisutley.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Washington County         Trade debt             $141,619
Treasurer
197 E Tabernacle
St. George, UT 84770

The petition was signed by Bill Kufasimes, manager.


GENERAL GROWTH: GGP, U.S. Trustee Oppose Cantor, Saul Ewing Fees
----------------------------------------------------------------
GGP Inc. and Tracy Hope Davis, the United States Trustee for
Region 2, oppose the requests for final allowance of fees and
expenses sought by Cantor Fitzgerald & Co. and Saul Ewing LLP.

The Reorganized Debtors object to a $6,865,725 fee enhancement
sought by Cantor.  Counsel to the Reorganized Debtors, Adam P.
Strochak, Esq., at Weil, Gotshal & Manges LLP, in New York,
argues that, as financial advisor to the Official Committee of
Equity Security Holders, it is indisputable that Cantor provided
advisory services only.  He adds that Cantor did not finance or
obtain financing for General Growth's reorganization; that work
was performed by the Debtors' financial advisors and investment
bankers, Miller Buckfire & Co., LLC and UBS Securities LLC, he
emphasizes.

The Reorganized Debtors also object to Saul Ewing's fee
enhancement for $975,000 because the fees already charged by the
firm as counsel to the Equity Committee adequately capture the
value of its services to the Equity Committee.

The U.S. Trustee objects to Cantor's Success Fee for $5,950,000.
According to the U.S. Trustee, Cantor has demonstrated no change
in circumstances or established any facts that warrant the
Court's changing the terms of its engagement and granting the
firm's request for a success fee.

The U.S. Trustee contends that Saul Ewing has failed to meet its
burden to provide specific evidence to substantiate Saul Ewing's
entitlement to a fee enhancement.

The Court will consider the fee requests of Saul Ewing and Cantor
on May 17, 2011.

                        *      *      *

The Court allowed, on a final basis, fees totaling $3,175,180 and
expenses totaling $44,442 incurred by FTI Consulting, Inc. for
the period from April 27, 2009 to Nov. 9, 2010.  FTI serves
as the Creditors' Committee's financial advisor.

The Court acknowledged that the fees and expenses awarded reflect
a lump-sum reduction agreed to by FTI and the Fee Committee.

In response to the Fee Committee's recommendations, UBS
Securities LLC, as M&A advisor to the Reorganized Debtors,
amended its expense reimbursement request to $195,301 incurred
for the period Dec. 16, 2009, to Oct. 21, 2010.  UBS also
appended a report detailing categories in which expenses have
been reduced, available for free at:

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

Cantor filed a supplement to its final fee application for the
period from March 24, 2010 to Oct. 21, 2010, containing a
summary of time allotted by the professionals in the firm's
Capital Markets, Debt Capital Markets and Equity units in these
Chapter 11 cases, available for free at:

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

Overall, the Capital Market Professionals who provided services
to the Equity Committee expended 125 to 160 hours on the Debtors'
Chapter 11 cases, for a total of 2,419 to 2,454 hours expended by
Cantor's professionals during the retention period, Charles
Edelman, global head of M&A and Restructuring at Cantor,
disclosed.

                      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: Reaches Deal with WTC on Escrowed Funds
-------------------------------------------------------
As reported in the April 2, 2011 edition of the Troubled company
Reporter, Reorganized General Growth Properties and Moelis &
Company LLC jointly are asking the U.S. Bankruptcy Court for the
Southern District of New York to approve a stipulation resolving
Moelis's fees and expenses totaling $9,525,000 in connection with
its retention by Wilmington Trust FSB as indenture trustee under
the 3.98% Exchangeables Senior Notes.

The salient terms of the Parties' Stipulation are that Wilmington
Trust will :

   (a) remit directly to Moelis the sum of: (i) $5,250,000 from
       the funds currently held by Wilmington Trust in the GGP
       Escrow -- Plan Debtors' Moelis Payment and (ii)
       $2,500,000 from the funds currently held by Wilmington
       Trust in the Note Holders' Reserve -- Note Holders'
       Moelis Payment.

       GGP Escrow refers to (i) the undisputed fees asserted by
       Baker & Hostetler, Foley & Lardner LLP, and Wilmington
       Trust, (ii) the original disputed fees, and (ii) an
       additional reserve of $2,315,250 remitted to Wilmington
       Trust by the Plan Debtors.

   (b) remit directly to Davis Polk & Wardwell LLP, counsel to
       certain holders of Exchangeable Notes Claims, an amount
       up to $300,000 from the funds currently held by
       Wilmington Trust in the GGP Escrow with respect to the
       reasonable and documented fees and expenses incurred by
       Davis Polk in connection with the matters resolved in the
       Interim Wilmington Trust Order and in the Parties'
       Stipulation;

   (c) transfer to the GGP Escrow $150,000 from the funds in the
       Note Holders' Reserve;

   (d) return to General Growth from the GGP Escrow, $5,258,203,
       plus interest, if any, accrued on all amounts contained
       in the GGP Escrow;

   (e) distribute to the holders of Exchangeable Notes Claims
       from whom cash distributions were withheld, ratably, an
       amount equal to the Note Holders' Reserve less (i) the
       amount of $8,165,230 that the Bankruptcy Court has
       ordered Wilmington Trust to release from the Note
       Holders' Reserve pursuant to the Interim Wilmington Trust
       Order, (ii) the amount of the Note Holders' Moelis
       Payment, and (iii) the amount of the Note Holders'
       Transfer to the GGP Escrow; which Note Holders'
       Distribution will be no less than $5,027,723.

However, Wilmington Trust objected to terms of the Stipulation. It
argues that these terms inappropriately require Wilmington Trust
to take actions that it deems imprudent:

  * The distribution of no less than $5,027,723 from the
    Noteholders' Reserve to the Noteholders.  This provision
    would disburse the entire amount of the Note Holders'
    Reserve held by Wilmington Trust for possible payment of its
    fees and expenses from distributions to Noteholders, as
    provided for in the 3.98% Notes Indenture, Mr. Spelfogel
    contends.  Closing out this reserve while disputes remain
    as to the payment of Indenture Trustee Fee Claims other than
    the Moelis Claims impermissibly strips the Indenture Trustee
    of the protections granted by the Indenture and fails to
    provide for the ratable payment of Indenture Trustee Claims
    from non-investor holders, he stresses.

  * The release of $5,258,203 from the GGP Escrow to the
    Reorganized Debtors.  This transfer, Mr. Spelfogel points
    out, goes beyond the release of funds related to the Moelis
    Claims, and deprives Wilmington Trust of security it holds
    with respect to other disputed claims and protections under
    the Indenture and Interim Wilmington Trust Order.

  * The transfer of $150,000 from the Note Holders' Reserve to
    the GGP Escrow.  According to Mr. Spelfogel, the Reorganized
    Debtors have no right to the funds held in the Noteholders'
    Reserve, and this transfer has no justification.

There is simply no justification for Wilmington Trust FSB to
continue to hold monies of nearly $7 million in escrow to satisfy
claims that could equal approximately $4 million, counsel to the
Reorganized Debtors, Adam P. Strochak, Esq., at Weil, Gotshal &
Manges LLP, in New York, counsel to GGP Inc. argued, responding to
Wilmington Trust's objections.

Wilmington Trust's request for modifications in the stipulation
resolving Moelis & Company LLC's claims is based on the indenture
trustee's faulty premise that it is entitled to hold
approximately double the disputed fees in its coffers pending
resolution of the Disputed Fees, Mr. Strochak asserted.  However,
the Court already called that contention into doubt when it
ordered Wilmington Trust to disgorge to the holders of the
Exchangeable Notes Claims $8,165,230 of $15,842,953 that it was
holding in the Note Holders' Reserve, he avers.

Moreover, Wilmington Trust's concerns are adequately protected by
the Moelis Stipulation, which would provide for $4,000,000 to
remain in the post-Effective Date escrow subject to the indenture
trustee's charging lien, Mr. Strochak assures the Court.  Thus,
He further notes that there is no need for Wilmington Trust to
continue to hold $2,315,250 -- GGP Escrow -- to protect against
the risk of non-payment of its administrative wind-down fees.
General Growth will reimburse those fees in the ordinary course -
as it has done previously and continues to do, he says.
Likewise, there is no need for Wilmington Trust to continue to
hold, and assert a charging lien on the GGP Escrow to protect
against the risk of litigation that will never take place if the
Parties' Stipulation is entered, he adds.

In response to Wilmington Trust's Objection, Sharon Katz, Esq.,
at Davis Polk & Wardwell LLP, in New York, on behalf of Magnetar
Financial LLC, a holder of the 3.98 Exchangeable Senior Notes,
asserts that no provision of the Exchangeables Indenture or the
Plan however permits Wilmington Trust to charge the Noteholders
for unreasonable fees and expenses and, thus, Wilmington Trust
should not be permitted to continue to hold the Noteholder
distributions hostage to these ongoing fee disputes with the
Reorganized Debtors.

While Magnetar has no objection to the Moelis Stipulation, the
noteholder objects to any resolution of the Moelis fee claim that
does not include immediate distribution by Wilmington Trust of
the Noteholders' Reserve of $7,677,723, plus any interest
accrued, Ms. Katz says.

             Parties Reach Agreement on Fee Disputes

After negotiations, the Reorganized Debtors, Wilmington Trust,
Moelis, Brown Rudnick LLP, and Magnetar entered into a Court-
approved stipulation resolving fees originally asserted and will
be asserted by any entity, including but not limited to, Baker &
Hostetler, Wilmington Trust, Brown Rudnick, Foley & Lardner LLP,
Magnetar, Moelis, and Davis Polk & Wardwell LLP, in connection
with the Exchangeables Indenture.

Wilmington Trust continues to hold the balance of the Note
Holders' Reserve of $7,677,723.  On May 2, 2011, the Plan Debtors
paid to Wilmington Trust $82,739.  Brown Rudnick, Wilmington
Trust and Foley assert that they have accrued additional fees and
expenses through May 3, 2011.

As of May 10, 2011, these amounts remain disputes or unresolved:

    Firm                             Amount
    ----                             ------
    Baker                                $0
    Brown Rudnick                $3,720,000
    Foley                          $480,000
    Wilmington Trust                $50,000
    Moelis                       $9,525,000
                               ------------
    Total                       $13,775,000
                               ============

By this stipulation, the parties agree that:

(1) Wilmington Trust will:

   (a) to the extent not previously remitted prior the Effective
       Date, remit directly to Moelis the sum of (i) $5,250,000
       from the funds currently held by Wilmington Trust in the
       GGP Escrow; and (ii) $2,500,000 from the funds currently
       held by Wilmington Trust in the Note Holders' Reserve;

   (b) remit directly to Davis Polk, counsel to certain holders
       of Exchangeable Notes Claims, an amount up to $300,000
       from the funds currently held by Wilmington Trust in the
       GGP Escrow with respect to the reasonable and documented
       fees and expenses incurred by Davis Polk in connection
       with the matters resolved in the Interim Wilmington Trust
       Order and in this stipulation;

   (c) transfer to the GGP Escrow $150,000 from the funds in the
       Note Holders' Reserve;

   (d) remit to Brown Rudnick from the GGP Escrow $3,150,000;

   (e) remit to Foley $400,000 from the GGP Escrow;

   (f) retain or release to itself, $45,000 for application to
       the fees and expenses incurred by Wilmington Trust in
       connection with its obligations under the Exchangeables
       Indenture;

   (g) return to General Growth from the GGP Escrow,
       $5,663,203, plus interest, if any, accrued on all amounts
       contained in the GGP Escrow; and

   (h) distribute to the holders of Exchangeable Notes Claims
       from whom cash distributions were withheld, ratably, an
       amount equal to the Note Holders' Reserve less (i) the
       amount of $8,165,23 that the Court has ordered Wilmington
       Trust to release from the Note Holders' Reserve pursuant
       to the Interim Wilmington Trust Order, (ii) the amount of
       the Note Holders' Moelis Payment, and (iii) the amount of
       the Note Holders' Transfer to the GGP Escrow; which Note
       Holders' Distribution will be no less than $5,027,723.

(2) Receipt by Moelis of the Moelis Settlement Payment will ll
   constitute full and final satisfaction of the Moelis Claim,
   and (a) Moelis waives and releases any and all claims against
   all parties arising under an engagement letter dated
   Sept. 1, 2009, the Moelis Claim, or the related adversary
   proceeding, including, but not limited to any claim for the
   difference between the amount of the Moelis Claim and the
   amount of the Moelis Settlement Payment, and (b) on the
   Effective Date, Wilmington Trust and all current and former
   holders of Exchangeable Notes Claims will not be entitled to
   assert a claim against Moelis in connection with the Moelis
   Engagement Letter.  Moelis will promptly prepare and deliver
   to Wilmington Trust a draft stipulation that will provide for
   the dismissal of the Moelis Action.

(3) Receipt by any Party of the payments set forth in the Fee
   Disputes Stipulation will constitute full and final
   satisfaction of any and all claims that Party may have with
   respect to the Disputed Fees or the Exchangeables Indenture.
   No person or entity will be entitled to assert any claim, nor
   commence or maintain any action, against Wilmington Trust,
   General Growth, Foley, Davis Polk, Brown Rudnick, Moelis,
   Fairholme Fund and Pershing Square -- Sponsors -- or any
   current or former holder or holders of Exchangeable Notes
   Claims.  However, (i) nothing in the Fee Disputes Stipulation
   will alter the rights of Brown Rudnick and the members of the
   Consortium in any agreement between them, and (ii) nothing in
   the Fee Disputes Stipulation will be construed to release
   Wilmington Trust from any obligation to distribute the funds
   as provided in the Fee Disputes Stipulation.

(4) Any charging lien imposed by Wilmington Trust on the funds
   held in the GGP Escrow or the Noteholders' Reserve will be
   deemed satisfied and discharged.

(5) Brown Rudnick's request to allow a substantial contribution
   claim pursuant to Section 503(b) of the Bankruptcy Code will
   be deemed withdrawn.

                      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 MARITIME: Incurs $31.54 Million Net Loss in March 31 Qtr.
-----------------------------------------------------------------
General Maritime Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $31.54 million on $102.93 million of voyage revenues
for the three months ended March 31, 2011, compared with a net
loss of $9.08 million on $97.55 million of voyage revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

John P. Tavlarios, president of General Maritime, commented,
"During the first quarter and year-to-date, we took important
steps to bolster the Company's future prospects.  First, we
completed the previously announced refinancing initiatives,
strengthening our balance sheet and capital structure.  Second, we
continued to successfully implement our flexible fleet deployment
strategy, positioning the Company to both achieve a level of
stability in its results and capitalize on future rate increases.
Finally, we completed the seven-vessel Metrostar acquisition
enabling the company to expand both the size of our fleet and
future earnings potential, while broadening and diversifying our
service offerings to customers.  In addition, the completion of
the acquisition combined with our fleet modernization efforts,
enabled General Maritime to reduce the weighted average age of its
fleet by approximately two years, while growing overall tonnage
capacity by 37 percent."

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

                        http://is.gd/nNrW68

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GIORDANO'S ENTERPRISES: Trustee Takes Over; Pizza Chain Still Open
------------------------------------------------------------------
Philip V. Martino was appointed the Chapter 11 Trustee for
Giordano's Enterprises, Inc., Giordano's Franchise, Inc.,
Americana Foods, Inc and thirty affiliated companies by the U. S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division.

The Company operates six restaurants and is the joint venture
partner or franchisor for forty one additional locations.  The
joint venture and franchise locations are not included in the
Company's Chapter 11 proceedings.  In addition, the Company
operates Americana Foods, Inc. that serves as the commissary for
the Illinois restaurant locations.

Mr. Martino, a partner with the law firm of Quarles & Brady with
extensive expertise with restaurant franchise operations, stated,
"Thanks to the strong support of Fifth Third Bank, the Company's
primary secured lender, the Official Creditors' Committee, and the
continued performance of Fred Caruso as Chief Operating Officer,
day to day business operations will not change because of my
appointment.  This will allow me to focus on the sale process
already underway.  Even though the formal marketing process for
the sale of the Company has not begun, I am amazed at the level of
interest expressed by numerous parties".

                  Last Minute Attack by President

Dow Jones Newswires reports that John Apostolou, who was forced to
give up control of Chicago pizza chain Giordano's and its
bankruptcy case, took dramatic, last-minute steps to derail the
handover of the company to a court-appointed trustee.

According to the report, Mr. Apostolou, the Company's president,
took aim at the Federal Reserve and the U.S. government, accusing
them of committing bank fraud, securities fraud and tax fraud in a
bizarre court document he filed on the day that U.S. Bankruptcy
Judge John H. Squires ordered a Chapter 11 trustee to take over
the case.

The report says, despite the objection, Judge Squires put the
company into the hands of Philip Martino of Quarles & Brady law
firm, according to court documents filed Thursday in U.S.
Bankruptcy Court in Chicago.

Judge Squires agreed to the take-over proposal after a federal
bankruptcy watchdog said it was unclear who was left in charge of
the chain's operations and pointed out that Apostolou had fired
the Company's attorneys from Arnstein & Lehr.  Those attorneys
cited "irreconcilable differences" in their formal request to cut
off the relationship.

U.S. trustee Patrick S. Layng pointed out that the Company,
Giordano's Enterprises Inc., and its subsidiaries have yet to file
monthly operating reports and that they collectively owe $47,450
for the U.S. trustee's statutory fees.  It also appears the
company had violated its financing agreement, he said, which would
result in its turnover to an outside operator.

                    About Giordano's Enterprises

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.


GIORDANO'S ENTERPRISES: Judge Directs Owners Out of Chicago HQ
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a court-ordered takeover of the legendary Giordano's
pizza chain triggered a tense standoff at the company's downtown
Chicago headquarters Thursday after President John Apostolou and
other family members refused to leave.

DBR, citing court documents, says the family wouldn't allow
Chapter 11 trustee Philip Martino, who got his assignment to take
over the case just hours earlier, into the building and later
threatened to call the sheriff's department.  Mr. Martino quickly
appealed to Judge John H. Squires, who ordered the Apostolous to
get out permanently.  The court-forced change at Giordano's came
amid confusion over who was left in charge of the restaurant
chain's operations.

The report notes a federal bankruptcy watchdog last week pointed
out that the company, Giordano's Enterprises Inc., had missed key
deadlines in its bankruptcy case, fallen behind on court fees and
that Mr. Apostolou had fired the company's attorneys over
"irreconcilable differences," according to court documents.  It
also appeared that the company had violated a financing agreement
that would have triggered a change in leadership.

DBR relates Mr. Martino went to the company's corporate
headquarters Thursday to retrieve key business records that could
shed light on the chain's current financial state.  Since the
company filed for Chapter 11 protection in February, company
officials have revealed little about the economic hardship that
the chain faces and how the bankruptcy process could help salvage
it.  So far, Mr. Martino has yet to figure out why the company
filed for bankruptcy.

                   About Giordano's Enterprises

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.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
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.


GLOBAL INDUSTRIAL: 3rd Circ. Ruling May Cut Tort Claims, Attys Say
------------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the Third Circuit's
ruling that insurers can challenge silica claims provisions of
Global Industrial Technologies Inc.'s bankruptcy plan will likely
empower insurers fighting certain reorganization plans and reign
in mass tort attorneys' aggressive bankruptcy pursuits, lawyers
said.

As reported in the Troubled Company Reporter on May 6, 2011, the
United States Court of Appeals for the Third Circuit voted six
to four to reverse a ruling by the U.S. District Court for the
Western District of Pennsylvania denying insurance companies
standing to challenge the confirmation of a plan of reorganization
filed by Global Industrial Technologies, Inc., and affirming the
plan's confirmation.

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

                About Global Industrial Technologies

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

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

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

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


GOLD HILL: U.S. Trustee Unable to Form Committee
------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
said despite efforts to contact eligible unsecured creditors for
Gold Hill Enterprises, LLC, dba Jennings Enterprises, as of this
date, the United States Trustee has not received a sufficient
number of creditors willing to serve on a committee of unsecured
creditors.

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

The company is represented by:

        Joseph F. Buzhardt, III
        Assistant U.S. Trustee
        Office of the U.S. Trustee
        1835 Assembly Street - Suite 953
        Columbia, South Carolina 29201
        Tel: (803) 765-5250

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  Barbara
George Barton, Esq., at Barton Law Firm, P.A., serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $11,938,596 in total assets and $7,351,872 in total
debts.


GRAY TELEVISION: Incurs $3.08 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Gray Television, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $3.08 million on $69.74 million of revenue for the three months
ended March 31, 2011, compared with a net loss of $4.74 million on
$70.48 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$1.23 billion in total assets, $1.07 billion in total liabilities,
$37.30 million in preferred stock and $124.58 million in total
stockholders' equity.

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

                        http://is.gd/CpPvV4

                      About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GREAT ATLANTIC & PACIFIC: Posts $509-Mil. Net Loss in Fiscal 2010
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. reported a net loss
of $598.6 million on $8.078 billion of sales for the fiscal year
ended Feb. 26, 2011, compared with a net loss of $876.5 million on
$8.814 billion of sales for the fiscal year ended Feb. 27, 2010.

The decrease in sales of $735.1 million was primarily due to a
decline in comparable store sales of $463.1 million, reflecting
decreased volume, and store closures of $283.8 million, partially
offset by sales from one new store of $11.8 million.

Loss from continuing operations totaled $673.4 million and
$780.6 million in fiscal 2010 and 2009, respectively.

Income from discontinued operations for fiscal 2010 of
$74.8 million increased from a loss from discontinued operations
of $95.8 million for fiscal 2009, primarily due to the rejection
of property leases and the corresponding adjustment to the reserve
balance associated with these leases to the allowable claims for
damages, of which $133.3 million was attributed to discontinued
operations.

The Company's balance sheet at Feb. 26, 2011, showed
$2.645 billion in total assets, $3.643 in total liabilities,
$143.3 million of Series A redeemable preferred stock, and a
stockholders' deficit of $1.141 billion.

The Company had cash and cash equivalents aggregating
$352.6 million at Feb. 26, 2011, compared to $252.4 million at
Feb. 27, 2010 primarily due to proceeds from the $350.0 million
term loan under the DIP Credit Agreement, partially offset by the
repayment of the Company's Credit Agreement with a balance of
$140.5 million.

On Dec. 12, 2010, the Company and all of its U.S. subsidiaries
filed voluntary petitions for relief under Chapter 11 of the in
the U.S. Bankruptcy Court for the Southern District of New York in
White Plains, Case number 10-24549.

A complete text of the annual report on Form 10-K is available for
free at http://is.gd/Np8bLP

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREAT ATLANTIC & PACIFIC: Files Copy of JPMorgan DIP Agreement
--------------------------------------------------------------
As reported in the TCR on Jan. 14, 2011, The Great Atlantic &
Pacific Tea Company Inc. and its affiliated debtors obtained final
approval from the U.S. Bankruptcy Court for the Southern District
of New York to enter into a debtor-in-possession credit agreement
with JPMorgan Chase Bank, N.A.  The final order authorized the
Debtors to borrow money and obtain letters of credit pursuant to
the DIP Credit Agreement up to an aggregate principal or face
amount of $800 million.

In a regulatory 8-K filing Tuesday, Great Atlantic submitted a
copy of the Third Amended and Restated Superpriority DIP Credit
Agreement dated as of Jan. 13, 2011, to comply with SEC filing
requirements for material agreements.  The exhibits as originally
filed on Dec. 15, 2010, omitted certain schedules, annexes and
exhibits to the filed agreements.

A copy of the Third Amended and Restated Superpriority DIP Credit
Agreement dated as of Jan. 13, 2011, is available for free at:

                       http://is.gd/xR2Wlw

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREAT OSBORN: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------
Daily News reports that Great Osborn LLC, 15720 Ventura Blvd., No.
415, Encino, filed for Chapter 7 in Los Angeles County, listing
assets of $960,000, and debts of $3,970,000, on April 25, 2011.


HANMI FINANCIAL: Files Form 10-Q; Posts $10.4-Mil. Q1 Net Income
----------------------------------------------------------------
Hanmi Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $10.43 million on $33.87 million of total interest
and dividend income for the three months ended March 31, 2011,
compared with a net loss of $49.48 million on $38.05 million of
total interest and dividend income for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$2.87 billion in total assets, $2.69 billion in total liabilities,
and $184.05 million in total stockholders' equity.

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

                         http://is.gd/YnB2K0

                        About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARLAND CLARKE: Moody's Assigns B1 Rating to Sr. Secured Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD-3, 40%) rating to
Harland Clarke Holdings Corp.'s ("Harland") proposed Extended Term
Loan B which extends a portion of the existing $1.8 billion term
loan due 2014 (approximately $1.73 billion outstanding as of March
31, 2011). The extension includes amendments to the company's
restricted payments baskets, adjusts the EBITDA definition to
account for billed revenues not yet recognizable under GAAP due to
Vendor Specific Objective Evidence guidelines, and is expected to
increase pricing resulting in a modest increase in the company's
interest expense. The remaining portion of the existing Term Loan
B facility and $100 million Revolver will be unchanged along with
the company's floating rate notes due 2015 ($207 million
outstanding) and 9.5% senior notes also due 2015 ($271 million
outstanding). Harland's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) were also affirmed at B2 and
the Speculative Grade Liquidity Rating (SGL) remains an SGL-2. The
outlook also remains Stable.

   Issuer: Harland Clarke Holdings Corp.

   -- Corporate Family Rating, Affirmed B2

   -- Probability of Default Rating, Affirmed B2

   -- New Extended Sr. Secured Term Loan B, Assigned B1 (LGD-3,
      40%)

   -- Existing Sr. Secured Term Loan B due 2014, Affirmed B1 (LGD-
      3, point estimate lowered to 40% from 41%)

   -- $100 million Senior Secured Revolver due June 2013, Affirmed
      B1 (LGD-3, point estimate lowered to 40% from 41%)

   -- Gtd. Floating Rate Senior Notes due 2015 ($207 million
      outstanding), Affirmed Caa1 (LGD-6, 91%)

   -- 9.5% Gtd. Global Notes due 2015 ($271 million outstanding),
      Affirmed Caa1 (LGD-6, 91%)

RATINGS RATIONALE

Harland Clarke's B2 Corporate Family rating ("CFR") reflects
Moody's ongoing concern that the secular decline in physical
consumer check demand will continue and ultimately accelerate
erosion in these businesses. Harland Clarke has a good track
record of mitigating volume declines with customer-focused
products and services that increase average revenue per order,
butMoody's remains concerned these efforts will not be sufficient
to prevent accelerating top line erosion evidenced by reduced
check-related revenues through the fiscal quarter ended March 31,
2011. Additionally, the company continues to make acquisitions,
primarily in non-checking related businesses to help offset volume
declines for check related products, the most recent of which was
the all-cash acquisition of GlobalScholar for approximately $140
million in January 2011.  Although ratings are supported by the
company's good cash flow generation from its portfolio of
businesses, the positive impact is tempered by heightened
substitution risk in the check business, high leverage (4.9x LTM
March 31, 2011 incorporating Moody's standard adjustments) as well
as event risk related to bank consolidation, acquisitions and
potential for distributions to its parent, M&F. Liquidity remains
good with balance sheet cash, 7% - 10% free cash flow-to-debt
ratios, and undrawn revolver capacity.

The stable outlook reflectsMoody's expectation that Harland Clarke
will continue to generate good cash flow over the next 12 -18
months, seek to reinvest cash through acquisitions and
investments, and utilize excess cash to fund required term loan
amortization or potential distributions to M&F.

Ratings could be upgraded if overall revenues stabilized and the
company were to establish a consistent track record of maintaining
debt-to-EBITDA comfortably below 5.0x providing some cushion to
secular pressures and the company's ongoing acquisition strategy.
The company would also need to maintain cash balances and overall
liquidity at current levels. Ratings could be lowered if
accelerated deterioration in price or volume of primary check
products, a loss of market share, acquisitions, or distributions
to M&F result in debt-to-EBITDA not being sustained comfortably
below 6.0x. Deterioration in liquidity could also lead to a
downgrade.

Harland Clarke Holdings Corp. ("Harland Clarke"), headquartered in
San Antonio, TX, is a provider of (a) check and check-related
products and services to financial institutions, businesses and
consumers (approximately 71% of total FY2010 revenue), (b)
software and related services to financial institutions (17% of
total revenue) through its Financial Solutions segment, and (c)
data collection, testing products, scanning equipment and tracking
services to educational, commercial, healthcare and government
entities through its Scantron segment (12% of total revenue). M&F
Worldwide Corp. ("M&F") acquired check and related product
provider Clarke American Corp. ("Clarke American") in December
2005 for $800 million and subsequently acquired the John H.
Harland Company ("Harland") in May 2007 for $1.4 billion. M&F
merged Clarke American and Harland to form Harland Clarke. Annual
revenues totaled $1.7 billion through December 2010.  M&F is
publicly traded and a portfolio company of MacAndrews & Forbes
Holdings Inc

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


HARLAND CLARKE: S&P Rates Amended Term Loan & Corp. Credit 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned the amended senior
secured facilities of Harland Clarke Holdings Corp. (HCHC) its
'B+' issue-level rating (the same as the corporate credit rating
on the company). "The recovery rating on this debt is '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default," S&P related.

The 'B+' corporate credit rating and stable outlook remain
unchanged.

"The 'B+' rating on HCHC reflects our expectation that leverage
will remain high, that check printing will continue in long-term
decline, and that the financial policy of the company's parent,
private equity investor M&F Worldwide Corp., will remain
aggressive," said Standard & Poor's credit analyst Tulip Lim.

The financial policy of the company and its parent and the
company's high leverage are the principal reason we consider
HCHC's financial risk profile to be aggressive. The company's
exposure to a secular shift from printed check usage to
alternative forms of payment underpins our assessment of the
business risk profile as weak.

HCHC is one of the leading check printers and derives the majority
of its revenue from checks and related products.


HARRY & DAVID: Has Court Approval to Sell Miscellaneous Assets
--------------------------------------------------------------
Harry & David Holdings, Inc., and its debtor affiliates sought and
obtained from the U.S. Bankruptcy Court for the District of
Delaware approval of procedures for the sale of miscellaneous
assets.

The Court clarified that the procedures do not apply to asset sale
transactions involving, in each case, the transfer of $250,000 or
more in total consideration, or asset sale transactions involving
the sale of assets with a book value in excess of $500,000.

The Debtors are permitted to sell assets that are encumbered by
liens, encumbrances or other interests only to the extent
permitted by Section 363(f) of the Bankruptcy Code.  The Debtors
are also permitted to sell assets co-owned by a Debtor and a third
party only to the extent that the sale does not violate Section
363(h).

Other than with respect to de minimis sales, which refer to asset
sale transactions involving transfer of less than $250,000 in
total consideration, after a Debtor enters into a contract or
contracts contemplating a proposed sale, the Debtors will file a
sale notice with the Court and serve the notice on the U.S.
Trustee, counsel to the Official Committee of Unsecured Creditors,
and all other interested parties, including counsel to the
Debtors' postpetition lenders.

The Miscellaneous Sale Procedures will not apply to any sales or
transfers of non-residential real property leases, nor will it
affect the rights of non-residential real property lessor under
Section 365.

                         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.


HASSEN REAL ESTATE: Has Nod to Use Cash Collateral Until May 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Hassen Real Estate Partnership and Eastland Tower
Partnership interim use of cash collateral until May 24, 2011, to
pay the expenses that are needed to maintain the operations of the
Debtors identified in the budgets, pending a final hearing.

For the avoidance of doubt, the Debtors will not make any payments
on account of management fees or professional fees included in the
budgets prior to the final hearing nor will the Debtors make any
payments that are not included in the budgets absent
further Court approval.

From the monies held in the Reserve Accounts for ETP, the Lenders
will establish an escrow account in favor of the Utilities, in an
amount equal to one average month of each Debtor's collective
payments to its respective Utilities, in the combined amount of
$58,520.00; provided, however, that ETP is required to replenish
such depleted Reserve Accounts within 60 days.

Lenders are directed to turn over all funds that are not held in a
Reserve Account to each of the respective Debtors, which will be
placed into the authorized and fully insured debtor-in-possession
account designated for such Debtor.

Lenders will turnover all funds the Lenders may collect on behalf
of the Debtors, within five days of receipt of each such payment,
to each of the respective Debtors, which will be placed into the
authorized and fully insured debtor-in-possession account
designated for such Debtor.

To the extent that, despite the application of Bankruptcy Code
section 506(c), the Debtors' use of cash collateral results in a
decrease in the value of the Lenders' interests in its collateral,
the Debtors will provide further adequate protection by granting
to the Lenders replacement liens on any cash, receivables, or
other rights created postpetition relating to the properties,
including all postpetition improvements to the collateral, which
replacement liens will be limited to any decrease in value caused
by the Debtors' use of Cash Collateral.

The final hearing on the motion is scheduled for May 24, 2011, at
10:00 a.m., and the Debtors will give notice of this hearing to
all entities claiming an interest in what may be cash collateral,
to the creditors on the creditors committee, if one has been
appointed, or, if no creditors committee has been appointed, to
the twenty largest creditors of each of the Debtors.

As reported in the TCR on Apr 25, 2011, Debtors Hassen Real Estate
Partnership and Eastland Tower Partnership sought permission of
the Bankruptcy Court to use cash collateral until June 30, 2011.

Each of the Debtors is a borrower under one of two promissory
notes both dated Nov. 21, 2006, and each in the principal amount
of $41 million, which are secured by deeds of trust.  Each Note is
secured by substantially all of the respective Debtors' assets.
The Notes are now held by CSMC 2006-C5 Azusa Avenue Limited
Partnership and CSMC 2006-C5 Barranca Street Limited Partnership,
respectively, and LNR Partners, LLC, acts as the special asset
manager for both partnerships.  As of the petition date, Azusa
Partnership contends that HREP owes approximately $48.6 million,
and Barranca Partnership contends that ETP owes approximately
$50.5 million.

           About Hassen Real Estate and Eastland Tower

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  Christine M. Pajak,
Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at
Stutman, Treister & Glatt Professional Corporation, in Los
Angeles, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HCA HOLDINGS: Enters Into Cash Flow Restatement Agreement
---------------------------------------------------------
HCA Holdings, Inc.'s direct and wholly owned subsidiary, HCA Inc.,
entered into (i) the Restatement Agreement by and among HCA, HCA
UK Capital Limited, the lenders party thereto and Bank of America,
N.A., as administrative agent and collateral agent to the Credit
Agreement, dated as of Nov. 17, 2006, as amended on Feb. 16, 2007,
March 2, 2009, June 18, 2009, April 6, 2010 and Nov. 8, 2010, by
and among the Borrowers, the lenders party thereto and Bank of
America, N.A., as administrative agent and collateral agent and
(ii) Amendment No. 2 by and among HCA, the subsidiary borrowers
party thereto, the lenders party thereto and Bank of America,
N.A., as administrative agent and collateral agent to the Credit
Agreement, dated as of Nov. 17, 2006, as amended and restated on
June 20, 2007 and as further amended on March 2, 2009, by and
among HCA, the subsidiary borrowers party thereto, the lenders
party thereto and Bank of America, N.A., as administrative agent
and collateral agent.

The Cash Flow Restatement Agreement and the ABL Restatement
Agreement amend the Cash Flow Credit Agreement and the ABL
Agreement, respectively, to, among other things, (i) permit HCA
and its Restricted Subsidiaries to issue new unsecured and second
lien notes so long as HCA would be, following such issuance, in
compliance with its maintenance covenants under the respective
Credit Agreements, the maturity of the new notes is later than the
Final Maturity Date, as defined in the Credit Agreements, and the
covenants of the new notes are no more restrictive than those
under HCA's existing second lien notes, (ii) allow HCA and its
Restricted Subsidiaries to issue new first lien notes and first
lien term loans, subject to a maximum first lien leverage ratio of
3.75 to 1.00, so long as HCA complies with the same covenant
restrictions that apply to the issuance of new unsecured and
second lien notes and the maturity of the new first lien debt is
later than the Final Maturity Date, as defined in the Credit
Agreements and (iii) revise the change of control definition to
provide that, in addition to acquiring, on a fully diluted basis,
at least 35% of HCA's voting stock, a third party must also
acquire, on a fully diluted basis, ownership of HCA's voting stock
greater than that then held by those equity holders of the Company
that existed prior to the Company's initial public offering in
order to trigger a change of control.

In addition to the amendments, the ABL Restatement Agreement
amends the ABL Agreement to (A) remove restrictions on the
prepayment of second lien, senior unsecured or subordinated debt,
and the making of restricted payments, investments and dividends,
subject to the satisfaction of certain payment conditions, which
include a minimum borrowing availability, and a minimum
consolidated EBITDA to consolidated interest coverage ratio of
1.50 to 1.00 and (B) add a general investment basket of $500.0
million which is not subject to the payment conditions.

The Cash Flow Restatement Agreement amends the Cash Flow Credit
Agreement to (A) remove restrictions on the prepayment of second
lien, senior unsecured or subordinated debt and (B) increase the
general investment basket from $1.5 billion to the greater of (i)
$3.0 billion or (ii) 12% of HCA's total assets.

The Cash Flow Restatement Agreement also (i) extends the maturity
date of $593,786,955 of the Borrowers' term loan A facility from
Nov. 17, 2012, to May 2, 2016, and increases the ABR margin and
LIBOR margin with respect to such extended term loans to 1.50% and
2.50%, respectively, and (ii) extends the maturity date of
$537,309,995 of the Borrower's term loan A facility from Nov. 17,
2012, to May 1, 2018, and $1,835,538,851 of the Borrowers' B-1
term loan facility from Nov. 17, 2013, to May 1, 2018 and
increases the ABR margin and LIBOR margin with respect to such
extended term loans to 2.25% and 3.25%, respectively.

A full-text copy of the Restatement Agreement is available for
free at http://is.gd/k3dKwP

                          About HCA Inc.

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

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

                          *     *     *

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

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

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

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


H.E.M. DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: H.E.M. Development Corporation
        7333 Coral Way
        Miami, FL 33155

Bankruptcy Case No.: 11-22745

Chapter 11 Petition Date: May 10, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.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 three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-22745.pdf

The petition was signed by Salvatore Davide, president.


HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
is a borrower traded in the secondary market at 99.23 cents-on-
the-dollar during the week ended Friday, May 13, 2011, an increase
of 0.36 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 650 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 11, 2013, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

                     About Hercules Offshore

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

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

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

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


HUBBARD PROPERTIES: Obtains Final Order to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized Hubbard Properties, LLC, on a final basis, to use cash
collateral, nunc pro tunc to Jan. 27, 2011, for ordinary expenses
in accordance with a revised budget for March thru December 2011.
Without the express written consent of Investors Warranty of
America, the Debtor will not exceed the budget cumulatively, nor
any individual line item by more than 5%.

The Debtor will not be required to make any adequate protection
payments to IWA.

As reported in the TCR on Feb. 8, 2011, the Debtor believes that
only IWA claims a security interest and lien in its personal
property that may constitute cash collateral.  The Debtor
estimates that the amount IWA claims it is currently owed is
approximately $22 million in principal.  The debt is secured by a
mortgage on the retail and entertainment complex in Madeira Beach,
Florida, commonly known as the John's Pass Boardwalk, and an
assignment of rents and related security interests.  The rents and
other income derived from the property are to be deposited into a
lockbox account.

In order to adequately protect any interest of IWA in the cash
collateral, the Debtor proposes that:

     (a) all rents and income derived from the property will be
         paid directly by the tenants or other payors to
         Commercial Florida Management, LLC -- hired by the Debtor
         to manage the property -- to be deposited into a
         segregated interest bearing account or accounts, which
         will not be commingled with any other funds or accounts
         of or controlled by CFM;

     (b) CFM will disburse funds from the Rents Account to pay the
         reasonable and customary expenses associated with the
         management and operation of the property in accordance
         with the budget;

     (c) CFM will provide periodic reports to the Debtor and IWA
         with respect to all expenses, receipts, and disbursements
         from the Rents Account in the same form and manner as
         provided between the Debtor, CFM, and IWA prior to the
         petition date.

The Debtor proposes to provide IWA with written reporting as to
the status of their operations, collections, generation of
accounts receivable, and disbursements.

To provide further adequate protection of the interests of IWA,
the Debtor proposes to grant replacement liens in the Debtor's
post-petition cash collateral.

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.


IMPERIAL INDUSTRIES: Charles Cheever Discloses 5.8% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Charles E. Cheever, III, disclosed that he
beneficially owns 149,311 shares of common stock of Imperial
Industries, Inc., representing 5.8% of the shares outstanding.
The percentage of beneficial ownership is based on 2,558,335
shares of Common Stock outstanding as of March 17, 2011, as set
forth in the Company's 10-K filed on March 28, 2011, with the SEC.

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

The Company reported a net loss of $1.23 million on $8.23 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.30 million on $8.63 million of net sales during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.11 million
in total assets, $7.16 million in total liabilities and a
$1.05 million total stockholders' deficit.

As reported by the TCR on April 1, 2011, Grant Thornton LLP, in
Fort Lauderdale, Fla., expressed substantial doubt about the
Company's ability to continue as a going concern.  Grant Thornton
noted that the industry in which the Company is operating has been
impacted by a number of factors and accordingly, the Company has
experienced a significant reduction in its sales volume.  Grant
Thornton added that for the year ended Dec. 31, 2010, the Company
has a loss from continuing operations of approximately $596,000.


INDIANAPOLIS DOWNS: Seeks to Stay Power Plant's $600 Million Suit
-----------------------------------------------------------------
Indianapolis Downs LLC commenced an adversary complaint in the
U.S. Bankruptcy Court for the District of Delaware to block a
$600 million contract suit filed by its management company, Power
Plant Entertainment Casino Resorts LLC.

BankruptcyData.com reports that Indianapolis Downs is seeking the
entry of an order staying or enjoining a prepetition litigation
brought by Debtors' management company, Power Plant Entertainment
Casino Resorts, Indiana against the Debtors' Chairman and chief
executive officer Ross J. Mangano and the three Trusts, for which
Mangano serves as Trustee, that together own the Debtors.

The Debtors assert, "Even though the Debtors are not formally
named as defendants, the Maryland Litigation will deplete property
of the Debtors' bankruptcy estates and will interfere with
Debtors' reorganization for at least four reasons."

BData says the litigation, in which Power Plant is seeking
$600 million in damages, is surrounding a development, financing &
management agreement that the Debtors want to reject as part of
their bankruptcy.

                      About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INFOGROUP INC: S&P Lowers CCR to 'B+'; Outlook is Stable
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Omaha,
Neb.-based infoGROUP Inc., including lowering the corporate credit
and issue-level senior secured credit facility ratings to 'B+'
from 'BB-'. The outlook is stable.

"At the same time, we assigned our issue-level and recovery
ratings to the company's proposed $460 million senior secured
credit facility, comprising a $50 million revolving line of credit
due 2016 and a $410 million term loan due 2018. We rated the
facility 'B+' (the same as the corporate credit rating), with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P related.

Proceeds of the term loan and about $44 million of existing cash
will be used to repay outstanding borrowings under the company's
existing credit facility and fund a special dividend of roughly
$170 million, leaving roughly $5 million of pro forma cash
balances as of March 31, 2011.

Pro forma total debt as of March 31, 2011, was $452 million.

"The rating action reflects a somewhat weaker credit profile for
infoGROUP as a result of the proposed debt-financed special-
dividend transaction," said Standard & Poor's credit analyst Hal
Diamond.

Also, the credit facility permits the divestiture of businesses
totaling roughly 10% of EBITDA, and subsequent dividend of
proceeds, provided that the ratio of pro forma net debt to
covenant EBITDA does not exceed 4x.

"This potential transaction, while roughly leverage neutral from
current levels, would reduce the company's EBITDA base slightly,
narrow the business base, and reduce the potential for near-term
reduction in debt leverage," Mr. Diamond added.

The 'B+' corporate credit rating on infoGROUP reflects Standard &
Poor's expectation that EBITDA will increase at a low-double-digit
percent rate in 2011 due to a slight increase in revenues and
reduced restructuring charges. "We expect debt leverage, adjusted
for operating leases and including restructuring charges, will
decrease to roughly 5x in 2011 from a pro forma level of 5.6x for
the 12 months ended March 31, 2011," S&P stated.

S&P continued, "The company's business risk profile is weak, in
our assessment, because of its narrow product line, competitive
conditions in the markets in which it operates, and exposure to
highly cyclical direct marketing spending."

"We view the company's financial risk profile as aggressive,
reflecting its July 2010 leveraged buyout (LBO) by CCMP Capital
Advisors LLC, and the proposed special dividend," S&P noted.

InfoGROUP provides business and consumer information, database
marketing services, data processing services, and sales and
marketing solutions to both large and small corporations in a wide
range of industries.

The company's proprietary database of business and consumer
information is an important support to the rating, along with its
diverse customer base of business subscribers.


INTEGRATED FREIGHT: Seeks to Rescind Triple C Acquisition
---------------------------------------------------------
Integrated Freight Corporation, on May 2, 2011, filed a complaint
against Craig White and Vonnie White in the District Court for
Douglas County, Nebraska and served notice on the defendants
pursuant to the Stock Purchase Agreement under which the Company
acquired Triple C Transport, Inc., from the defendants on or about
May 14, 2010.  In the complaint, the Company asks the court to
rescind the Stock Purchase Agreement, alleging multiple, material
breaches of representations and warranties which individually and
in the aggregate constitute fraud upon the Company.  The Company
is also seeking damages in unspecified amounts.  The Company
intends to pursue this litigation aggressively.  The Company
alleges that because of actions taken by the defendants subsequent
to closing of the Company's acquisition, undisclosed liabilities
of Triple C Transport, breaches of the defendants' representations
and warranties, and the bankruptcies of entities they control and
which were Triple C Transport's equipment lessors, the Company
believes that rescission will not have a materially negative
impact on its financial performance going forward; even though the
Company will not enjoy the benefits of the acquisition which the
Company expected at the time of the transaction but which do not
seem now available in fiscal year 2012 in view of the fact that
Triple C Transport has lost its licenses to operate based on
actions by Mr. and Mrs. White and other entities they control both
before and after the closing of the transaction.

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


INTELSAT S.A.: Incurs $215.7-Mil. First Quarter Net Loss
--------------------------------------------------------
Intelsat S.A. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $215.75 million on $640.18 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $103.42
million on $621.14 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$17.23 billion in total assets, $18.12 billion in total
liabilities, $16.44 million in redeemable noncontrolling interest,
a $907.42 million total Intelsat S.A. shareholders' deficit, and
$1.82 million in noncontrolling interest.

"Intelsat delivered solid 3 percent revenue growth in the first
quarter of 2011 and also progressed on initiatives that position
the company for long-term profitable growth," said Intelsat CEO
David McGlade.  "The quarter featured the addition of leading
programmers to our regional video neighborhoods, new strategic
agreements with large African and Latin American communications
providers, and increased orders under large government programs at
our Intelsat General Corporation business.  We ended the quarter
with $9.9 billion in contracted services backlog, underscoring the
stability and visibility inherent in our business."

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

                         http://is.gd/CZqwjg

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.


INTERNATIONAL ARCHITECTURAL: Files for Chapter 7 Protection
-----------------------------------------------------------
International Architectural Group made a voluntary bankruptcy
filing under Chapter 7 (Bankr. C.D. Calif. Case No. 11-30496),
estimating both assets and debts of between $50 million and
$100 million.

Affiliates, including International Architectural Products Inc.,
United States Aluminum of Canada Limited, and International
Management Services Group Inc., also filed for bankruptcy.

Eric D. Goldberg, Esq., at Stutman Treister & Glatt Professional
Corporation, represents the Company.

A meeting of the creditors is scheduled for June 20 in Los
Angeles, notes the USGlass News Network.

A full-text copy of the Chapter 7 petition is available for free
at http://ResearchArchives.com/t/s?760a


INUVO(R), INC: Prepares Plan Submission to NYSE Amex
----------------------------------------------------
Inuvo(R), Inc. received a notice from the NYSE Amex indicating
that the Company is not in compliance with one of the NYSE Amex's
continued listing standards.

Wally Ruiz, Inuvo's Chief Financial Officer, commented, "The
difficult but successful realignment of the Company over the last
24 months produced impairment charges against intangible assets
from acquisitions dating back to as far as 2004 that impacted the
listing standards.  We have prepared and will file a plan with the
Exchange which we fully expect will be satisfactory.  While
inconvenient, this is not an operating obstacle.  Inuvo's core
business continues to improve and the new growth drivers suggest
an exciting future."

The notice from the NYSE Amex indicated that the Company is not in
compliance with Section 1003(a)(ii) of the NYSE Amex Company
Guide, specifically, with stockholders' equity of less than
$4,000,000 and losses from continuing operations and/or net losses
in three of its four most recent fiscal years.  The Company was
afforded the opportunity to submit a plan of compliance to the
NYSE Amex by June 8, 2011 that demonstrates the Company's ability
to regain compliance with Section 1003(a)(ii) of the NYSE Amex
Company Guide.  If the Company does not submit a plan or if the
plan is not accepted by the NYSE Amex, the Company will be subject
to delisting procedures as set forth in Section 1010 and part 12
of the NYSE Amex Company Guide.

                       About Inuvo, Inc.

Inuvo(R), Inc. --http://www.inuvo.com/ -- is an online technology
and services company specialized in driving clicks, leads and
sales through targeting that utilizes unique data and
sophisticated analytics.


INVESTMENT REALTY: Suit Against Bank's Lien Survives Dismissal Bid
------------------------------------------------------------------
Bankruptcy Judge Russ Kendig denied a request by FirstMerit Bank,
N.A., to dismiss as untimely the lawsuit, Wood Electric, INC. and
Ivan Weaver Construction, v. FirstMerit Bank, N.A., Adv. Proc. No.
10-6119 (Bankr. N.D. Ohio).  Plaintiffs oppose the relief.
Plaintiffs filed an adversary complaint on Nov. 17, 2010, seeking
a determination that their mechanics' liens have priority over the
Defendant's mortgage.  The deadline to file the complaint is
governed by a provision in the cash collateral order in the main
case.  FirstMerit was involved in negotiating and drafting the
cash collateral order.  The judge said that, as a drafter, any
ambiguity in interpretation in the document is construed against
FirstMerit.  A copy of the Court's May 12, 2011 Memorandum of
Opinion is available at http://is.gd/dEG5yTfrom Leagle.com.

Investment Realty Properties, Ltd., and its affiliated entities
filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Case Nos.
10-62380, 10-62384, 10-62386, and 10-62387 to 10-62389) on June 1,
2010.


IRVINE SENSORS: Issues 3.07 Million Common Shares to Investors
--------------------------------------------------------------
On various dates between April 8 and May 3, 2011, Irvine Sensors
Corporation issued an aggregate of 3,070,707 shares of common
stock to an accredited institutional investor upon such investor's
conversion of an aggregate of $921,212.10 of the stated value of
the Company's Series C Convertible Preferred Stock.  With the
consummation of these conversions, all outstanding shares of the
Series C Stock have been converted to common stock.

As the Company previously disclosed in its Current Reports on Form
8-K filed with the Securities and Exchange Commission on Nov. 15,
2010, Nov. 26, 2010, Dec. 8, 2010 and Dec. 16, 2010, the Company
previously sold 10% Unsecured Convertible Promissory Notes due
May 31, 2011 to investors in an aggregate principal amount of
$3,000,000, the terms of which permit the holders of the Bridge
Notes to convert up to and including the aggregate outstanding
principal amount of such Bridge Notes and any accrued interest
thereon into the same securities issued in, and upon the same
terms and conditions of, the Company's secured convertible note
financing that occurred on Dec. 23, 2010.  On April 20, 2011, the
Company entered into Joinder Agreements with two accredited Bridge
Note Holders who held Bridge Notes in the aggregate principal
amount of $115,000, pursuant to which such Bridge Note Holders
agreed to be bound by the terms of the Securities Purchase
Agreement entered into in the Financing and converted the
Conversion Amount under their Bridge Notes into the same
securities issued in the Financing, with 31.8% of such aggregate
Conversion Amount being allocated to the purchase of an aggregate
of 542,988 shares of the Company's common stock for $38,009.28, or
$0.07 per share, and the remaining $81,516.75 of the aggregate
Conversion Amount being allocated to the purchase of 12%
Subordinated Secured Convertible Notes due Dec. 23, 2015.

                         About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


JAVO BEVERAGE: Successfully Emerges From Bankruptcy
---------------------------------------------------
Javo(R) Beverage Company, Inc. has successfully emerge from its
Chapter 11 restructuring.

On Jan. 24, 2011, Javo filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code in the District of Delaware.
In less than 100 days, on April 28, 2011, the Honorable Brendan L.
Shannon, United States Bankruptcy Judge, entered an order
confirming Javo's plan of reorganization.  Javo's plan of
reorganization received the unanimous support of the creditors
voting for the plan.

"Emerging from bankruptcy with good liquidity and a stronger
capital structure, Javo is well positioned for the future," said
Stan Greanias, Javo's Chief Executive Officer.  "We worked hard to
maximize value for all stakeholders.  We cannot thank our
dedicated employees, customers, and trade partners enough for
making this restructuring a success.  It was truly a team effort,"
Greanias added.

As reorganized, Javo is now a private company, no longer subject
to the reporting requirements of the Securities and Exchange Act
of 1934, with the majority of its stock owned by Coffee Holdings,
an affiliate of Falconhead Capital.  Under the plan of
reorganization, trade creditors will be paid in full.

"It is satisfying to see Chapter 11 used as it is intended with a
restructuring that rationalizes the balance sheet, preserves jobs
and a vibrant business," said Debra Riley of Allen Matkins,
counsel for Javo.

Falconhead Capital was represented in the reorganization by
Charles I. Weissman and Brian E. Greer of Dechert LLP.

                      About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Del.
Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy
counsel.  Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel.
Valcor Consulting LLC is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
disclosed $14,659,681 in total assets and $26,705,755 in total
debts as of the Petition Date.

The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel and J.H. Cohn LLP as its financial advisor.


J.L. BARTH: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J.L. Barth Company
        1842 W. Wheeler
        Aransas Pass, TX 78336

Bankruptcy Case No.: 11-20278

Chapter 11 Petition Date: May 11, 2011

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

Judge: Richard S. Schmidt

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Fax: (210) 821-1114
                  E-mail: bkingman@kingmanlaw.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-20278.pdf

The petition was signed by Jerry L. Barth, president.


JOHN T KEMPER: Makes Quarterly Payments to Pay Off Debt
-------------------------------------------------------
The Associated Press reports that Lexington businessman John T.
Kemper III and his wife, Sue, are making quarterly payments as
part of a five-year restructuring plan to pay off debt, which
totaled more than $3.4 million to their 20 largest creditors.

According to the report, their creditors include Community Trust
Bank of Lexington, which claimed a debt of $2.25 million, and Bank
of the Bluegrass in Lexington, which claimed a debt of over
$1 million.  The Bank of the Bluegrass claim stems from mortgages
on at least three properties in Fayette County.

In their last quarterly statement, filed last month, the Kempers
noted they paid $11,246 to creditors.

Based in Lexington, Kentucky, John T. Kemper, III, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 09-
50838) on March 22, 2009.  Dean A. Langdon, Esq., represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


KEOKUK VALLEY: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Daily News reports that Keokuk Valley Investments Inc., 18375
Ventura Blvd., Suite 423, Tarzana, filed for Chapter 7 in Los
Angeles County on April 25, 2011.


KMC REAL: Files Schedules of Assets and Liabilities
---------------------------------------------------
KMC Real Estate Investors LLC filed with U.S. Bankruptcy Court for
the Southern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               Undetermined
  B. Personal Property           Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,606,597
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,202,993
                                 -----------      -----------
        TOTAL                    Undetermined     $24,810,090

A full-text copy of the Schedules of Assets and Liabilities is
available for free at
http://bankrupt.com/misc/KMCREALESTATE_sal.pdf

Clarksville, Indiana-based KMC Real Estate Investors LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. S.D.
Ind. Case No. 11-90930).  Gary Lynn Hostetler, Esq., Courtney
Elaine Chilcote, Esq., and Jeffrey A. Hokanson, Esq., at Hostetler
& Kowalik, P.C., serve as the Debtor's bankruptcy counsel.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection on Sept. 9, 2010 (Bankr. S.D. Ind. Case No.
10-93039).


KOOL NITES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kool Nites Limousine, Inc.
        9000 S. Stillhouse Rd.
        Oak Grove, MO 64075

Bankruptcy Case No.: 11-42184

Chapter 11 Petition Date: May 11, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: James E. Brady, III, Esq.
                  THE BRADY LAW FIRM
                  801 NW Vesper St.
                  Blue Springs, MO 64015
                  Tel: (816) 229-9195
                  Fax: (816) 229-9196
                  E-mail: jeb.lawyer@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb11-42184.pdf

The petition was signed by Gregg D. Shane, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gregg D. Shane                         10-42317   05/07/10


LEE ENTERPRISES: Ariel Investments Discloses 12.2% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ariel Investments, LLC, disclosed that it
beneficially owns 4,772,257 shares of common stock of Lee
Enterprises, Incorporated, representing 12.2% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/r00vf5

                       About Lee Enterprises

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

The Company's balance sheet at March 27, 2011, showed $1.40
billion in total assets, $1.32 billion in total liabilities, and
$77.65 million in total equity.

                           *     *     *

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

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


LEE ENTERPRISES: S&P Lowers Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its preliminary
corporate credit rating on Davenport, Iowa-based Lee Enterprises
Inc. to 'B-' from 'B'. The rating outlook is negative.

"The downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.

"We withdrew our 'B' preliminary issue rating on Lee Enterprises'
proposed $680 million first-lien senior secured notes due 2017
with a preliminary recovery rating of '3' (also withdrawn),
indicating our expectation of meaningful (50%-70%) recovery for
lenders in the event of a payment default," S&P related.

"In addition, we withdrew our 'CCC+' preliminary issue rating on
Lee Enterprises' proposed $375 million second-lien secured notes
due 2018 with a preliminary recovery rating of '6' (also
withdrawn), indicating negligible (0%-10%) recovery for lenders,"
S&P continued.

The company had intended to use the proceeds from the proposed
$1.05 billion debt offering to refinance significant near-term
maturities due in April 2012. Lee Enterprises will have to seek
alternative financing options to meet these maturities to avoid
default.

"In addition, we withdrew our preliminary corporate credit rating
on the company," S&P added.


LEHR CONSTRUCTION: Judge Signs Off on Trustee After Indictment
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that an independent official will
take over Lehr Construction Corp. after the New York company and
four of its executives were indicted on charges that they
defrauded clients out of at least $30 million over the past
decade.

As reported in the Troubled Company Reporter on May 6, 2011, Dow
Jones' DBR Small Cap reports that a Manhattan construction company
and four of its top executives were charged with stealing $30
million from clients--including law firms, investment banks and
the Economist magazine--in an alleged bill-padding scheme that
stretched over a dozen years.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LENOX 126: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lenox 126 Realty LLC
        1027 Hylan Boulevard
        Staten Island, NY 10305

Bankruptcy Case No.: 11-12275

Chapter 11 Petition Date: May 12, 2011

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

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $10,377,689

Scheduled Debts: $14,718,905

The petition was signed by Lorenzo A. De Luca, manager.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Griffon Heights LLC                101 West 126th      $10,619,709
149 Madison Avenue                 Street
New York, NY 10016

Calabrese Investors LLC            --                     $600,000
1027 Hylan Boulevard
Staten Island, NY 10305

Law Office of Lorenzo Deluca       Legal Services          $45,000
13 Radcliff Road
Staten Island, NY 10305

Kurzman ,Eisenberg, Corbin Lever   Legal Services          $22,000

D&D Elevator                       Trade Debt               $7,000

Imperial Credit Corporation        Insurance Premium        $6,993

Con Edison                         Other Account Nos.       $6,000

Camille Boyd                       Security Deposit         $1,660

American Security Systems          Trade Debt                 $500


LOUIS J PEARLMAN: Court Says Partial Consolidation Inappropriate
----------------------------------------------------------------
No party, including the Chapter 11 trustee, Soneet Kapila,
disputes that substantive consolidation of Louis J. Pearlman, et
al.'s estates is merited.  The Chapter 11 trustee, however, seeks
to limit the scope of the consolidation to preserve his numerous
"wrong payor" constructive fraudulent transfer claims asserted in
numerous related adversary proceedings.  All parties in interest,
including the official committee representing the interests of
unsecured creditors, either oppose the trustee's request for
"partial consolidation" or offer no opinion.  The creditors assert
that preserving the "wrong payor" claims ignores reality inasmuch
as the Debtors always in fact operated as one financial entity, is
contrary to the purposes of substantive consolidation, and is not
an available equitable remedy.  The Bankruptcy Court agrees that
the trustee's request for partial consolidation is inappropriate,
at least in this case, and accordingly will substantively
consolidate all Debtor estates for all purposes nunc pro tunc to
March 1, 2007.

A copy of Bankruptcy Judge Karen S. Jennemann's Second Amended
Memorandum Opinion, dated May 10, 2011, is available at
http://is.gd/6Xmyiffrom Leagle.com.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.


MALIBU ASSOCIATES: Seeks Court Nod for $45MM DIP Loan from US Bank
------------------------------------------------------------------
On May 17, 2011, at 2:30 p.m., Malibu Associates, LLC, will move
the U.S. Bankruptcy Court for the Central District of California
to approve (a) postpetition secured financing provided by U.S.
Bank National Association and general unsecured financing provided
by certain of the Debtor's members, including modification of the
automatic stay to the extent necessary to implement the proposed
financing, and (2) a settlement agreement between the Debtor and
the Bank.

The Bank is the Debtor's secured lender, with liens against
substantially all of the Debtor's assets, including its primary
asset, the approximately 648.5 acre parcel of real property
commonly known as the Malibu Country Club.  The proposed
Modification provides the means for the Debtor to resume
entitlement of the property and is intended to continue beyond
resolution of the Debtor's bankruptcy by confirmation of a plan of
reorganization or voluntary dismissal to allow completion of the
entitlement process.

As proposed, the Modification provides that the Debtor's original
term loan in the principal amount of $28,500,000 and the Debtor's
original line of credit in the principal amount up to $11,500,000
(of which only $5,665,519 has been disbursed) are consolidated
into one loan and the maximum principal amount available is
increased to $45,000,000.

The Consolidated Loan is divided into three promissory notes.  The
first note in the amount of $40,000,000, of which $5,834,832 has
not yet been disbursed, is referred to as Note A, the second note
in the amount of $5,00,000, which has not yet been disbursed, is
referred to as Note B, and the third note in the amount of
$1,771,683.85, representing accrued and unpaid interest under the
Original Loans for the period from April 1, 2009, through and
including Oct. 14, 2010, is referred to as Note C.  The unfunded
portion of the Original Loan and Note B are available for
disbursement, subject to satisfaction of the funding conditions
set forth in the Loan Documents, for the payment of interest due
on the Consolidated Loan and the reimbursement of costs incurred
by the Debtor in obtaining the Entitlements (referring to the
Debtor's plan to entitle the property for use as a retreat center
with a golf course and transient lodging) in accordance with the
Loan Documents.

As a condition to closing the Modification, the Debtor will
deposit (i) $1,863,000, plus (ii) an amount, determined by the
Bank, for the payment of at least 20% of the interest on the
Consolidated Loan during the time period from the closing of the
Modification until Oct. 14, 2011 in immediately available funds
with the Bank into a money market account to be held, controlled
by, and pledged to the Bank as security.

The Entitlement Deposit will be allocated to and available for the
reimbursement of Entitlement costs incurred by the Debtor in
accordance with the Loan Documents.

The Entitlement Deposit, the Initial Interest Deposit, and any
other amounts required to be funded by the Debtor at the closing
of the Modification, including, without limitation, payment of any
past due property taxes, will be funded through general unsecured
loans by one or more of the Debtor's members.  The Member Loans
will bear interest at the rate of 12% p.a.  Outstanding principal
and interest on the Member Loans will be converted into new equity
upon the effective date of the Debtor's plan of reorganization or
upon voluntary dismissal of the Debtor's bankruptcy case.

The Maturity Date of the Original Loan Note, Note B and Note C is
Oct. 14, 2014, with an option to extend the Maturity Date to
Oct. 14, 2015, subject to certain conditions.

As a condition of the Modification, the Debtor and the Bank have
negotiated a settlement of the litigation between them, including
the Debtor's lender liability claims against the Bank.  The
Settlement Agreement is a condition of the Modification and
resolves expensive, uncertain litigation with the Bank.  The
Modification and Settlement Agreement clear the path for the
Debtor to emerge from bankruptcy.

A summary of the material terms of the Modification as well as the
terms of the settlement agreement between the Debtor and the Bank
is available for free at:

      http://bankrupt.com/misc/malibu.modificationmotion.pdf

                    About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 (Bankr.
C.D. Calif. Case No. No. 09-24625) on Nov. 3, 2009.  Alicia
Clough, Esq., Ashleigh A. Danker, Esq., and Marc S. Cohen, Esq.,
at Kaye Scholer LLP, in Los Angeles, represent the Debtor in its
restructuring effort.  The Company disclosed assets of
$42,853,592, and debts of $35,758,538 as of the Petition Date.

The Court extended the Debtor's exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Feb. 4,
2011, and April 4.  To date, the Debtor hasn't filed a motion for
an extension of its exclusivity periods.


MANZANO HOLDINGS: Files For Chapter 7 Bankruptcy Protection
-----------------------------------------------------------
Daily News reports that Manzano Holdings Inc., 5405 Lindley Ave.,
Suite 207, Tarzana, filed for Chapter 7 in Los Angeles County on
April 25, 2011.


MARINA DISTRICT: S&P Revises Outlook for 'B+' CCR to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlantic City-based Marina District Development Co. LLC to
negative from stable. "We also affirmed our 'B+' corporate credit
rating on the company," S&P related.

"At the same time, we revised our recovery rating on the company's
senior secured notes -- which wholly owned subsidiary Marina
District Finance Co. Inc. issued -- to '2' from '1' and lowered
our issue-level rating on these securities to 'BB-' (one notch
higher than our 'B+' corporate credit rating on the company) from
'BB' in accordance with our notching criteria. The recovery rating
of '2' reflects our expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default. The
revised recovery rating reflects our expectation for a more
significant decline in cash flow than that used in our previous
analysis, due to the continued weakness in operating results and
increased competitive pressures in the Atlantic City market," S&P
noted.

"Our outlook revision to negative reflects MDDC's continued
underperformance relative to our expectations when we initially
assigned ratings to the company in 2010," said Standard & Poor's
credit analyst Melissa Long. EBITDA declined approximately 14% in
2010 and nearly 17% in the three months ended March 31, 2011,
largely driven by a decline in table hold as well as competitive
dynamics in the region, including the addition of table games in
Pennsylvania and continued persistent weakness in the Atlantic
City gaming market. "We had previously incorporated an expectation
that EBITDA would decline in the high-single-digit percentage area
in 2010 and mid-single-digit area in 2011. Our rating now
incorporates the expectation that EBITDA will decline by about 10%
in 2011, which represents a moderation of the declines seen in the
first quarter of 2011 as the market anniversaries the addition of
table games in Pennsylvania and the opening of another casino in
Pennsylvania, both of which happened in the second half of 2010."


MAUI LAND: Seven Directors Elected at Annual Meeting
----------------------------------------------------
Maui Land & Pineapple Company, Inc., on May 5, 2011, held its 2011
annual meeting of shareholders.  Proxies for the Annual Meeting
were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934.  The number of shares of the Company's
common stock that were outstanding as of March 7, 2011, which was
the record date for the Annual Meeting, was approximately
18,785,265.

Shareholders elected seven directors to serve for one-year term or
until their successors are elected and qualified:

   (1) Stephen M. Case
   (2) Warren H. Haruki
   (3) David A. Heenan
   (4) Kent T. Lucien
   (5) Duncan MacNaughton
   (6) Arthur C. Tokin
   (7) Fred E. Trotter III

Shareholders also ratified the appointment of Deloitte & Touche
LLP as the Company's independent registered public accounting firm
for fiscal year 2011.

                About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- develops, sells, and manages
residential, resort, commercial, and industrial real estate.  The
Company owns approximately 23,000 acres of land on Maui and
operates retail, utility operations, and a nature preserve at the
Kapalua Resort.  The Company's principal subsidiary is Kapalua
Land Company, Ltd., the operator and developer of Kapalua Resort,
a master-planned community in West Maui.

The Company's balance sheet at March 31, 2011, showed
$79.9 million in total assets, $91.6 million in total liabilities,
and a stockholders' deficit of $11.7 million.

As reported in the TCR on March 17, 2011, Deloitte & Touche LLP,
in Honolulu, Hawaii, expressed substantial doubt about Maui Land &
Pineapple's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring negative cash flows from operations and
deficiency in stockholders' equity.


MAUI LAND: Reports $12.42 Million Net Income in March 31 Quarter
----------------------------------------------------------------
Maui Land & Pineapple Company, Inc., reported net income of
$12.42 million on $6.41 million of total operating revenues for
the three months ended March 31, 2011, compared with a net loss of
$2.70 million on $7.58 million of total operating revenues for the
same period during the prior year.

"MLP's first quarter results reflect continued progress as we work
through the transition of our operations and focus our efforts on
managing and developing our land holdings here on Maui," stated
Tim Esaki, Chief Financial Officer.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/xP4lIY

                About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- develops, sells, and manages
residential, resort, commercial, and industrial real estate.  The
Company owns approximately 23,000 acres of land on Maui and
operates retail, utility operations, and a nature preserve at the
Kapalua Resort.  The Company's principal subsidiary is Kapalua
Land Company, Ltd., the operator and developer of Kapalua Resort,
a master-planned community in West Maui.

The Company's balance sheet at March 31, 2011, showed
$79.9 million in total assets, $91.6 million in total liabilities,
and a stockholders' deficit of $11.7 million.

As reported in the TCR on March 17, 2011, Deloitte & Touche LLP,
in Honolulu, Hawaii, expressed substantial doubt about Maui Land &
Pineapple's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring negative cash flows from operations and
deficiency in stockholders' equity.


MCSI INC: Committee's Fees and Expenses Reduced to $25,000
----------------------------------------------------------
The Bankruptcy Court on May 22, 2008, entered an order approving
an exit agreement among MCSi Inc.'s pre- and post-petition
lenders, the debtors, the Official Committee of Unsecured
Creditors and Jim Vonier.  Pursuant to the Exit Agreement, the
Bank Group agreed to pay certain of the fees and expenses of the
Committee's professionals subject to certain limitations set forth
in the Exit Agreement.

On Dec. 15, 2009, the Court entered an order approving procedures
for final distribution to creditors and authorizing dismissal of
the Debtors' cases.  Among other things, the Bank Group and PNC
Bank were released from all claims and causes of action existing
as of the date of the Distribution Order by the Debtors and the
Committee.

The Committee's professionals have allowed unpaid fees and
expenses of $33,904.63 for the period from Oct. 1, 2008 to April
30, 2010.  The Committee has alleged, and the Bank Group disputes,
that the Bank Group is responsible for paying these amounts under
the Exit Agreement.  In addition, the Committee has alleged, and
PNC disputes, that it has a claim against PNC in connection with
PNC's role as the depository bank for the Debtors.

In a stipulation and consent order signed by Bankruptcy Judge
James F. Schneider on May 11, the Debtors, the Committee and PNC
agree that:

     1. The Committee Fees and Expenses will be reduced to
        $25,000.

     2. The Bank Group will pay White & Case, LLP $16,000.

     3. The Bank Group will pay Invotex Group $9,000.

     4. The Bank Group and PNC, and their agents, attorney and
        consultants, are released from all claims and causes of
        action that could assert claims on behalf of the Debtors
        or their estates, and the Committee.

A copy of the Stipulation is available at http://is.gd/nrlbvgfrom
Leagle.com.

Dan B. Prieto, Esq. -- dbprieto@jonesday.com -- at JONES DAY,
Dallas, Texas, argued for PNC Bank.

Francis A. Vasques, Jr., Esq. -- fvasquez@whitecase.com -- at
WHITE & CASE LLP, in Washington, DC, represents the Committee.

Carol L. Hoshall, Esq., and John F. Carlton -- jcarlton@wtplaw.com
and choshall@wtplaw.com -- represent the Debtors.

                           About MCSi

Headquartered in Dayton, Ohio, MCSi, Inc., was a leading provider
of state-of-the-art presentation, broadcast and supporting network
technologies for businesses, churches, government agencies and
educational institutions.  The Company, along with its affiliates,
filed for chapter 11 protection on June 3, 2003, (Bankr. D.
Maryland Case No. 03-80169).  On Feb. 23, 2004, the Bankruptcy
Court allowed the Debtors to wind-down their operations and
liquidate their assets.  Aryeh E. Stein, Esq., Paul Nussbaum,
Esq., Martin T. Fletcher, Esq., and Dennis J. Shaffer, Esq., at
Whiteford, Taylor & Preston LLP represent the Debtors in their
bankruptcy cases.  When the Debtors filed for protection from its
creditors, they reported assets of $181,058,000 and liabilities
totaling $155,590,000.


MFJT, LLC: Files Schedules of Assets and Liabilities
----------------------------------------------------
MFJT, LLC, filed with U.S. Bankruptcy Court for the Northern
District of Illinois its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,600,000
  B. Personal Property              $537,365
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,125,123
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,936
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $820,794
                                 -----------     -----------
        TOTAL                    $16,137,365     $17,952,853

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II -- filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's bankruptcy counsel.  The Debtor proposes to employ
Tailwind Services, LLC as its financial advisor.


MICROBILT CORP: Taps Maselli Warren as Special Litigation Counsel
-----------------------------------------------------------------
MicroBilt Corporation and CL Verify, LLC, ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Maselli Warren, PC, as special litigation counsel.

The Debtors relate that Maselli Warren has represented them
prepetition in connection with various litigation matters
including litigation with: (i) Chex Systems, Inc., (ii) CIT
Communications, Inc; (iii) LC2, Inc.; and (iv) Oxford Technology,
Inc.

Maselli Warren will:

     a) assist the Debtors in litigation involving Chex, CIT,
        LC2, and Oxford; and

     b) perform additional services as the Debtors may
        request from time to time.

The Debtors are also applying to employ Lowenstein Sandler, PC, as
bankruptcy counsel.  Maselli Warren and LS will coordinate efforts
to minimize duplication of efforts.

As of the Petition Date, Maselli Warren had outstanding balances
due from the Debtors totaling $53,411.

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

                     About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  The Debtors believe they have an enterprise
value of $150 million to $180 million.


MILESTONE SCIENTIFIC: Incurs $141,644 First Quarter Net Loss
------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss applicable to common stockholders of $141,644 on
$2.42 million of product sales for the three months ended March
31, 2011, compared with net income applicable to common
stockholders of $83,922 on 2.56 million of product sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$6.97 million in total assets, $4.69 million in total liabilities
and $2.28 million in total stockholders' equity.

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

                        http://is.gd/yfDFPj

                    About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

The Company reported a net loss of $614,508 on $9.75 million of
product sales for the year ended Dec. 31, 2010, compared with a
net loss of $1.53 million on $8.55 million of product sales during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.61 million
in total assets, $4.27 million in total liabilities and $2.33
million in total stockholders' equity.

As reported by the TCR on April 4, 2011, Holtz Rubenstein Reminick
LLP, in New York, noted that the Company has suffered recurring
losses from operations since inception, which raises substantial
doubt about its ability to continue as a going concern.


MIRAMAR REAL ESTATE: Section 341(a) Meeting Continues Today
-----------------------------------------------------------
The U.S. Trustee for Region 21 will continue a meeting of Miramar
Real Estate Management Inc.'s creditors on May 16, 2011, at
10:30 a.m.  The meeting will be held at 341 Meeting Room, Ochoa
Building, 500 Tanca Street, First Floor, San Juan, Puerto Rico.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Juan, Puerto Rico-based Miramar Real Estate Management Inc.
filed for Chapter 11 bankruptcy protection on March 2, 2011
(Bankr. D. P.R. Case No. 11-01786).  Fausto D. Godreau Zayas,
Esq., at Latimer, Biaggi, Rachid & Godreau, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at US$100 million to US$500 million.


MOLECULAR INSIGHT: Discloses Deregistration of Common Stock
-----------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. has filed Form 15 with the
Securities Exchange Commission to deregister its common stock and
common stock purchase rights, which are attached to and traded
with shares of the common stock, under the Securities Exchange Act
of 1934, as amended, and to suspend its reporting obligations
thereunder.

As previously announced, Molecular Insight filed for bankruptcy
under Chapter 11 of the U.S. Bankruptcy Code.  The Company's first
amended plan of reorganization was approved by the Bankruptcy
Court, under which the Company is required to cease all reporting
obligations and become a private company and all of the Company's
currently outstanding shares will be cancelled.  Following
deregistration, the Company intends to communicate with the public
through its website.

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kenneth H.
Eckstein, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Franklin LLP, in New York, serve as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., Guy B. Moss, Esq.,
Christopher M. Candon at Riemer & Braunstein, LLP, in Boston,
serve as the Debtor's local counsel.  Foley & Lardner LLP is the
Debtor's special counsel.  Tatum LLC, a division of SFN
Professional Services LLC, is the Debtor's financial consultant.
Omni Management Group, LLC, is the claims, and balloting agent.

On March 23, 2011, the Bankruptcy Court entered its order
approving the disclosure statement explaining the Debtor's First
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for, among other things:

   (i) $40,000,000 of new capital, to be raised through an exit
       facility that will be funded by certain of the Consenting
       Bondholders and affiliate entities of certain of the
       Consenting Bondholders;

  (ii) the conversion of the Bonds into 100% of the new equity in
       the post-Effective Date reorganized Debtor;

(iii) the payment of a pro rata share of $500,000 in cash to
       holders of allowed general unsecured claims; and

  (iv) the cancellation of existing equity interests.


MONEYGRAM INT'L: Files Form 10-Q; Posts $14-Mil. Q1 Net Income
--------------------------------------------------------------
MoneyGram International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $14.04 million on $294.02 million of total revenue
for the three months ended March 31, 2011, compared with net
income of $10.81 million on $286.50 million of total revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

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

                        http://is.gd/Sk7Ge6

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Goldman Sachs Discloses 29.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Goldman Sachs Group, Inc., and its
affiliates disclosed that they beneficially own 157,703,492 shares
of common stock of MoneyGram International, Inc., representing
$29.9% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/5DjTC5

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Thomas H. Lee Discloses 54.3% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Advisors, LLC, and its
affiliates disclosed that they beneficially own 286,438,367 shares
of common stock of MoneyGram International, Inc., representing
54.3% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/Y7qEfq

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEYGRAM INT'L: Silver Point Discloses 1.1% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Silver Point Capital, L.P., and its
affiliates disclosed that they beneficially own 5,786,634 shares
of common stock of MoneyGram International, Inc., representing
1.1% of the shares outstanding.  This percentage is calculated
using a fraction, the numerator of which is the number of shares
of Common Stock into which the applicable affiliates of Silver
Point Capital, L.P., could convert, and the denominator of
527,834,656 (which is calculated by adding the number of
outstanding shares of Common Stock as of April 11, 2011,
83,710,522, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock could
convert within 60 days from the date hereof, giving effect to the
accrual of dividends from March 25, 2008, through the end of the
last quarterly dividend period completed prior to the date hereof
(March 24, 2011), which is 444,124,134.  If only the applicable
affiliates of Silver Point Capital, L.P., were to convert, they
would own 6.5% of the Common Stock of the Company assuming a
denominator of 89,497,156, which includes the number of
outstanding shares of Common Stock as of April 11, 2011, plus the
total number of shares of Common Stock into which shares of Series
B Stock held by affiliates of Silver Point Capital, L.P., could
convert.

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

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONEY TREE: Incurs $3.37 Million Net Loss in March 25 Quarter
-------------------------------------------------------------
The Money Tree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $3.37 million on $2.21 million of interest and fee income for
the three months ended March 25, 2011, compared with a net loss of
$1.21 million on $3.08 million of interest and fee income for the
same period during the prior year.  The Company also reported a
net loss of $7.47 million on $4.67 million of interest and fee
income for the six months ended March 25, 2011, compared with a
net loss of $4.96 million on $6.39 million of interest and fee
income for the same period during the prior year.

The Company's balance sheet at March 25, 2011, showed
$38.60 million in total assets, $91.98 million in total
liabilities, and a $53.38 million total shareholders' deficit.

A full-text copy 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.


MORGANS HOTEL: Posts $32.86-Mil. First Quarter Net Loss
-------------------------------------------------------
Morgans Hotel and Group Co. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $32.86 million on $54.40 million of total revenues for
the three months ended March 31, 2011, compared with a net loss of
$16.10 million on $53.38 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$692.76 million in total assets, $721.93 million in total
liabilities, and a $29.17 million total deficit.

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

                       http://is.gd/csTBZT

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.


MPG OFFICE: Incurs $39.98 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
MPG Office Trust, Inc., reported a net loss of $39.98 million on
$95.85 million of total revenue for the three months ended
March 31, 2011, compared with net income of $25.93 million on
$103.13 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$2.72 billion in total assets, $3.80 billion in total liabilities,
and a $1.08 billion in total deficit.

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

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MTGR 4: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: MTGR 4 LLC
        P.O. Box 32937
        Tucson, AZ 85751-2937

Bankruptcy Case No.: 11-13408

Chapter 11 Petition Date: May 10, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

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

Scheduled Assets: $1,246,093

Scheduled Debts: $2,774,384

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-13408.pdf

The petition was signed by David DeFer, president Redemption
Housing Corp.


NEWPAGE CORP: Hires Dewey & LeBoeuf and Lazard as Advisors
----------------------------------------------------------
Michael Aneiro at Dow Jones Newswires and Mike Spector at The Wall
Street Journal report that people familiar with the matter said
NewPage Corp. recently hired law firm Dewey & LeBoeuf and
investment bank Lazard Ltd. for restructuring advice.

The report also relates NewPage's second-lien notes fell more
than 20% in heavy trading Thursday after the company posted an
$88 million quarterly loss.  They were trading at less than half
their face value Thursday, according to MarketAxess, the report
says.

Apollo Global Management, Avenue Capital Group and some other
investors hold more than half of NewPage's $805 million in second-
lien notes, which place their holders second in line in the case
of bankruptcy or default.  According to the report, the positions
in NewPage's debt give Apollo and Avenue a big voice in looming
discussions with Cerberus Capital Management LP over how to
restructure the papermaker.  Cerberus acquired NewPage for $2.3
billion in 2005.

The report relates the bonds don't mature until May 2012.  But if
NewPage doesn't repay or refinance the debt by the end of January,
some $1.7 billion in senior debt would mature in March and put
more pressure on the company's balance sheet.  The report says
those dynamics could force NewPage to restructure before year end.

According to the report, people familiar with the matter said
serious talks haven't yet started between Cerberus, Apollo and
Avenue, as Cerberus weighs options.  While no formal discussions
have taken place, possible outcomes include Cerberus putting more
money into NewPage or trying to extend debt maturities.  Sources
said NewPage could also convert bonds held by Apollo and Avenue to
equity through a bankruptcy-protection filing, out-of-court debt
exchange or other type of transaction.  Those options could
threaten Cerberus's equity investment, though the structure of any
deal remains several months away, the people said.

The report says Cerberus declined to comment.  NewPage didn't
respond to requests for comment.  According to the report, people
familiar with the company's finances also said NewPage has
adequate cash to operate and address debt payments in the near
term.

NewPage, based in Miamisburg, Ohio, owns paper mills in Kentucky,
Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia,
Canada. During the quarter, NewPage permanently closed its mill in
Whiting, Wis.


N.I.A. NATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: N.I.A. National Insurance Agency, Inc.
        14800 Quorum Drive, Suite 500
        Dallas, TX 75234

Bankruptcy Case No.: 11-41529

Chapter 11 Petition Date: May 11, 2011

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

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Larry Gene McClendon, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Larry Gene McClendon                   11-41527   05/11/2011


NNN 2400: Hearing on Case Dismissal Plea Reset to June 9
--------------------------------------------------------
NNN 2400 West Marshall 19, LLC, notified the U.S. Bankruptcy Court
for the U.S. Bankruptcy Court for the Southern District of
California that the hearing to consider the request to dismiss its
Chapter 11 case was rescheduled to June 9, 2011, at 3:00 p.m.

The hearing was originally set for April 28.

As reported in the Troubled Company Reporter on April 2, lender
MLMT 2005-CIP1 West Marshall Drive, LLC, asked that the Court
dismiss the Debtor's case because it was initiated in bad faith.
The lender asserts its collateral comprises the whole of the
Debtor's estate, there is no estate property to administer to
creditors and the Debtor has no possibility of reorganization.

MLMT 2005-CIP1 also pointed out that, based on a review of the
Debtor's schedules, its sole asset is a de minimis 6.375% tenant-
in-common ownership interest in the Property.  Furthermore, the
Debtor is a mere holding company with no employees, no historical
or current business operations and no current cash flow that does
not constitute the lender's cash collateral.  The Debtor's lack of
assets, business operations and current cash flow rendered its
case administratively insolvent from the moment it was filed.

                  About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy counsel.


NO FEAR RETAIL: Racing Unit Worth Under $50,000
-----------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that in a recent court filing, No Fear Retail Stores Inc.
said No Fear Racing Inc. is worth less than $50,000.  Its only
assets are a handful of engine-less car shells that have fully
depreciated in value.

DBR relates that according to the same court document, creditors
also won't find any money in No Fear International Limited entity,
which was established to expand the company's trademark beyond the
U.S., Canada and Mexico.   The court document says No Fear
International "has not been profitable at any time since its
creation in 2005" after Brands Holdings Limited paid Simo Holdings
Inc. $12.5 million for half of the company's stake.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

Simo Holdings Inc. disclosed that it had a 52% share in the
company.  That entity developed the No Fear brand and is mostly
owned by founding brothers Brian and Mark Simo, each of whom own
about 38% of the company.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, 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.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


OCEAN PLACE: Can Employ MMA as Special Litigation Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved the employment of Morgan Melhuish Abrutyn as special
counsel to Ocean Place Development LLC, effective as of Feb. 15,
2011.

The Bankruptcy Court is satisfied that MMA represents no interest
adverse to the Debtor in the matters with respect to which MMA is
to be employed.

MMA will be compensated in accordance with the procedures set
forth in Sections 330 and 331 of the Bankruptcy Code, the
applicable Federal Rules of Bankruptcy Procedure, the rules of
this Court, and such other procedures as may be fixed by order of
the Court.

As reported in the TCR on April 20, 2011, MMA will prosecute on
the Debtor's behalf certain "collection type" actions commenced by
the Debtor prepetition.  The actions include: Ocean Place v. Edge
1 Productions; Ocean Place v. NJ Marathon; Ocean Place v.
Motivation Mechanics; Ocean Place v. Inez Horton Gay; Wohl v.
Ocean Place Resort and Spa v. Rabbi Martin Katz; Ocean Place v.
Mars; and Martin v. Ocean Place Resort and Spa, ABC Inc., NCM
Management.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.


ORDWAY RESEARCH: Taps LeClairRyan as Bankruptcy Counsel
-------------------------------------------------------
Ordway Research Institute, Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
LeClairRyan as its bankruptcy counsel, to represent it in all
aspects of its reorganization.  Gregory J. Mascitti, Esq., a
shareholder at LeClairRyan's Rochester and New York City offices,
will be the primary counsel responsible for the Debtor's case.

The hourly rates LeClairRyan's professionals currently range from
$150 to $350 per hour and the hourly rates for paralegals range
from $50 to $95 per hour.

To the best of the Debtor's knowledge, LeClairRyan represents no
interest adverse to the Debtor or its estate in the matters for
which the law firm is proposed to be retained, and that the law
firm is a "disinterested person", as that term is defined in
Section 101(14) of the Bankruptcy Code.

Prior to the petition date, between March 25, 2011, and April 27,
2011, Debtor provided LeClairRyan wih an aggregate advance fee
retainer of $90,000 for services rendered or to be rendered in
connection with the debtor's restructuring efforts, including the
preparation of the Debtor's Chapter 11 petition.  Prior to the
bankruptcy filing, LeClairRyan applied $69,929 of the retainer as
payment for fees and expenses incurred or expected to be incurred
for the period through and including April 28, 2011.  As of the
petition date, $20,071 of the retainer remained unapplied.

Albany, New York-based Ordway Research Institute, Inc., is a New
York not-for-profit corporation that was formed in 2002 to
facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  The Debtor 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.

As of April 26, 2011, the Debtor had approximately $12,158,202 in
assets and $17,18,847 in liabilities.


PALM HARBOR: Buyers Seek Order Enforcing Asset Purchase Deal
------------------------------------------------------------
BankruptcyData.com reports that Palm Harbor Homes' purchaser Cavco
Industries and Fleetwood Homes filed with the U.S. Bankruptcy
Court a motion for an order enforcing and ordering Palm Harbor
Homes to perform its obligations under the Court-approved amended
and restated asset purchase agreement and to pay administrative
expenses.

According to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.  Cavco advanced the employees unpaid commissions and
bonuses and is now seeking $592,516 for reimbursement.  Cavco and
Fleetwood also filed a motion to shorten notice and expedite
consideration of the motion to enforce.  The Company subsequently
filed an objection to this Cavco Industries and Fleetwood Homes'
shortened notice and expedited consideration motion.

According to the Debtors, "The Motion to Enforce raises a number
of factual allegations that may require the Debtors to take
discovery. Moreover, the Debtors anticipate that the issues raised
by Cavco may require substantial briefing. The taking of discovery
and the briefing required for this matter simply require more than
the three business days that exist between the filing of the
Motion to Enforce and the May 17, 2011 proposed hearing on the
Motion to Enforce."

The Court later approved the shortened notice and expedited
consideration and scheduled a May 17, 2011 hearing to consider the
matter.

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PERKINS & MARIE: Moody's Revises PDR to Ca/LD
---------------------------------------------
Moody's Investors Service revised Perkins & Marie Callender's
Probability of Default Rating to Ca/LD, reflecting the limited
default that has occurred with respect to the company's 10% Senior
Unsecured Notes due 2013. The company's other ratings were
affirmed, including the Corporate Family Rating at Ca. The rating
outlook is negative.

Moody's rating actions are:

   -- Probability of Default Rating -- revised to Ca/LD from Ca

   -- Corporate Family Rating -- affirmed at Ca

   -- $190 million Senior unsecured notes due 2013 - affirmed at C
      (LGD 5, 73%)

   -- Speculative Grade Liquidity rating -- affirmed at SGL -- 4

RATINGS RATIONALE

The Ca/LD rating reflects PMC's announcement that it did not make
the April 1, 2011 scheduled interest payment under its unsecured
notes within the allowed grace period, which expired in early May
2011. The company also announced that it has entered into
Forbearance Agreements with the lenders under its first lien
revolving credit agreement and the holders of the unsecured notes.

Moody's does not anticipate upward rating momentum in the near
term given the operating environment and the high likelihood the
company will file for bankruptcy or undertake a distressed debt
exchange. A balance sheet restructuring that materially lowers
debt levels and improves liquidity could lead to an upgrade.

Perkins & Marie Callender's, headquartered in Memphis, Tennessee,
operated 161 restaurants and franchised 319 units under the
"Perkins" brand name as of Oct. 3, 2010.  The company also
operated 90 restaurants and franchised 37 units under the "Marie
Callender's" name.  Revenues for the last twelve months were
approximately $515 million.

The principal methodology used in rating Perkins & Marie Callender
was the Global Restaurant Industry Methodology, published July
2008. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


PHILADELPHIA ORCHESTRA: Has Until May 31 to File Schedules
----------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District Of Pennsylvania extended until May 31, 2011, The
Philadelphia Orchestra Association, et al.'s time to file their
schedules and statements.

On April 29, the Debtors requested for a June 29 deadline for
filing of their schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases, statements of financial affairs and
additional lists required pursuant to the Local Bankruptcy Rules.

The Philadelphia Orchestra Association and Academy of Music of
Philadelphia, Inc. is represented by:

         DILWORTH PAXSON LLP
         Lawrence G. McMichael, Esq.
         Anne M. Aaronson, Esq.
         Catherine G. Pappas, Esq.
         1500 Market St., Suite 3500E
         Philadelphia, PA 19102
         Tel: (215) 575-7000
         Fax: (215) 575-7200

Encore Series, Inc. is represented by:

         ARCHER & GREINER, P.C.
         Stephen M. Packman, Esq.
         One Centennial Square
         33 East Euclid Avenue
         Haddonfield, NJ 08033
         Tel: (856) 795-2121
         Fax: (856) 795-0574

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides the
case.  Alvarez & Marsal, serves as the Debtors' financial advisor.
In its petition, Philadelphia Orchestra estimated $10 million to
$50 million in assets and debts.


PHILADELPHIA ORCHESTRA: Section 341(a) Meeting Slated for May 26
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in The Philadelphia Orchestra's Chapter 11 case on May 26, 2011,
at 10:00 a.m.  The meeting will be held at 833 Chestnut Street,
Suite 501, Philadelphia, Pennsylvania.

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.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Garden City Group, Inc. serves as the
Debtor's claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.


PHILADELPHIA ORCHESTRA: U.S. Trustee Taps 7-Member Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Chapter 11 cases of The Philadelphia Orchestra.

The Creditors Committee members are:

      1. Kimmel Center, Inc.,
         260 South Broad Street,
         Suite 901, Philadelphia,
         PA 19102;

         ATTN: Rick Perkins;
               Chief Financial Officer
               Tel: (215) 790-5820
               Fax: (215) 790-5801

      2. Catherine French Group
         2500 Q Street, N.W., #313,
         Washington, DC 20007

         ATTN: Catherine French
               Tel: (202) 965-0999
               Fax: (202) 965-0939

      3. Pension Benefit Guaranty Corporation
         1200 K Street
         N.W. Washington
         DC 20005

         ATTN: Kartar Khalsa
               Assistant Chief Counsel
               Tel: (202) 326-4020
               Fax: (202) 326-4112

      4. American Federation of Musicians and Employers'
         Pension Fund
         One Penn Plaza, Suite 3115,
         New York, NY 10119

         ATTN: Maureen B. Kilkelly
               Executive Director
               Tel: (800) 833-8065

      5. Local 77,
         American Federation of Musicians,
         121 South Broad Street, Suite 320,
         Philadelphia, PA 19107

         ATTN: Joseph Parente
               President
               Tel: (215) 985-4777
               Fax: (215) 985-2777

      6. Peter Nero
         202 Hidden Acres Lane,
         Media, PA 19063
         Tel: (610) 909-4726

      7. Smith-Edwards-Dunlap Company,
         2867 East Allegheny Avenue,
         Philadelphia, PA  19134

         ATTN: David R. Kahn
               Vice President
               Tel: (215) 425-8800
               Fax: (215) 425-971

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

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  In its petition, Philadelphia Orchestra
estimated $10 million to $50 million in assets and debts.


PJ FINANCE: Hearing on Renewed Dismissal Plea Set for Wednesday
---------------------------------------------------------------
Torchlight Loan Services, LLC, formerly ING Clarion Capital Loan
Services, LLC, successor by appointment to ING Clarion Partners,
LLC, as special servicer for the $475 million loan, has filed an
amended motion for the dismissal of PJ Finance Company and its
affiliated debtors' Chapter 11 cases.  The U.S. Bankruptcy Court
for the District of Delaware has set a hearing for May 18, 2011,
at 10:00 a.m. to consider the motion.  Objections, if any, must be
filed and served on or before May 12, 2011, at 4:00 p.m.

In the amended motion, Torchlight says the Debtors' cases have
been filed in bad faith.  Torchlight says the filing of the
voluntary petitions was not necessitated by any urgency, as there
was no payment default, and Torchlight was not even threatening to
exercise to take possession of its collateral.  The cases were
filed because the properties yield "insufficient rents" to satisfy
the "day to day operations," since all rent receivables are swept
into a lockbox account intended for, inter alia, "a capital
expenditure/repair reserve.  Torchlight adds that the cases appear
to be an attempt by the Debtors' current equity holders to improve
their stake at Torchlight's expense through the proposed financing
motion, referring to the March 7, 2011 motion for authorization to
enter into a financing arrangement to finance needed repairs of
the properties and approval of a stalking horse agreement with
certain non-debtor affiliates.  The Debtors hope to place Gaia
Real Estate Investments LLC and Kenneth Woolley as the new 100%
equity owners of the reorganized debtors.  Torchlight is referring
to Kenneth Woolley, a managing partner in proposed investor Gaia
Real Estate Investments LLC and chairman of apartment-management
company WestCorp Management Group, which owns 25% of PJ Finance.

Further, Torchlight tells the Court that if it credit bids its
indebtedness in the proposed 363 transaction, or elects to receive
net present value in exchange for the full amount of its claim,
there there is no likelihood of successfully rehabilitating the
Debtors and their businesses.  In its petition, the Debtors took
the position that Torchlight's collateral is worth $200 million
less than the loan balance.  That being the case, to preserve the
value of the estates and reduce costs associated with the
reorganization, the Debtors' case must be dismissed, or,
alternatively, converted to Chapter 7 of the Bankruptcy Code.

Torchlight is represented by:

          Paul N. Heath, Esq.
          Marcos A. Ramos, Esq.
          Chun I. Jang, Esq.
          Travis McRoberts, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 N. King Street
          Wilmington, DE 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          E-mail: heath@rlf.com
                  jang@rlf.com
                  mcroberts@rlf.com

               - and -

          Monica S. Blacker, Esq.
          ANDREWS KURTH LLP
          1717 Main Street, Suite 3700
          Dallas, TX 75201
          Tel: (214) 659-4400
          Fax: (214) 659-44012
          E-mail: monicablacker@andrewskurth.com

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PJ FINANCE: Wants to Pay Prepetition Claims of Element Enterprises
------------------------------------------------------------------
PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization use insurance proceeds
to pay certain prepetition claims of Element Enterprises for
repairs made prior to the petition date to certain of the Debtors'
properties.

Prior to the Petition Date, two of the Debtors' properties
sustained wind and fire damage: (i) Wooded Creek, a property in
DeSoto, Texas which suffered damage on Oct. 20, 2010, as a result
of a fire of indeterminate cause, and (ii) Waterford, a property
in Corpus Christi, Texas which suffered wind damage on June 2,
2010, from a storm that required the replacement of the
structure's roof.  Element Enterprises completed the repairs on
the affected properties prior to the commencement of the Debtors'
Chapter 11 cases, for which it is owed $384,277.

In support of its motion, the Debtors cite that the payment of the
Element's prepetition claim is essential to the continued
operation of their business.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates have filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688).
Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper
LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
notice agent.  An official committee of unsecured creditors has
been named in the case.  Christopher A. Jarvinen, Esq., and Mark
T. Power, Esq., at Hahn & Hessen LLP, represent the committee as
lead counsel. Richard Scott Cobb, Esq., and William E. Chipman,
Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as
the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PONIARD PHARMACEUTICALS: Incurs $3.2MM Loss; Issues Bankr. Warning
------------------------------------------------------------------
Poniard Pharmaceuticals, Inc. reported financial results for the
first quarter ended March 31, 2011.

The Company reported a net loss of $3.2 million ($0.06 diluted
loss per share on a loss applicable to common shares of $3.3
million) for the quarter ended March 31, 2011, compared with a net
loss of $11.9 million ($0.29 diluted loss per share on a loss
applicable to common shares of $12.5 million) for the quarter
ended March 31, 2010.

Total operating expenses for the quarter ended March 31, 2011 were
$3.2 million, compared with $11.3 million for the quarter ended
March 31, 2010.  Total operating expenses for the first quarter of
2010 included a charge of $1.6 million related to two workforce
reductions.

Research and development expenses were $0.3 million for the
quarter ended March 31, 2011, compared with $4.9 million for the
quarter ended March 31, 2010.

General and administrative expenses were $2.9 million for the
quarter ended March 31, 2011, compared with $4.8 million for the
quarter ended March 31, 2010.

Cash and investment securities as of March 31, 2011 were $5.5
million, compared to $4.3 million as of December 31, 2010.

The Company will require substantial additional capital to support
its continuing operations and is seeking to address its liquidity
needs by exploring strategic alternatives, including a merger with
or acquisition by another company, the sale or licensing of its
assets, a partnership, and/or recapitalization.  There can be no
assurance that the Company will be able to complete a strategic
transaction or secure additional capital on a timely basis, on
satisfactory terms, or at all.  If the Company is unable to secure
additional capital and/or enter into a strategic transaction, it
may be forced to explore liquidation alternatives, including
seeking protection from creditors through the application of
bankruptcy laws.  The Company believes that its current cash and
cash equivalents will be adequate to fund its operations into the
fourth quarter of 2011.  The Company's operating budget does not
include additional costs associated with the implementation of a
strategic transaction or liquidation, including severance and
accrued vacation expense, accelerated payments due under existing
contracts, and professional fees.  There is no assurance that the
Company will have sufficient cash resources to cover these
additional costs.

                 About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. -- http://www.poniard.com-- is a
biopharmaceutical company focused on the development and
commercialization of innovative oncology products.


POWER CONTRACTING: Taps Calaiaro & Corbett as Bankruptcy Counsel
----------------------------------------------------------------
Power Contracting, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for permission to employ Calaiaro
& Corbett, P.C. and Donald R. Calaiaro, Esq. as counsel.

The firm will be representing the Debtors in the bankruptcy
proceedings.

The firm's retainer is $25,000.  The hourly rates of the firm's
personnel are:

     Mr. Calaiaro                 $350
     Francis E. Corbett           $300
     David Z. Valencik            $200
     Paralegal                     $75

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

The Court will convene a hearing on June 7, 2011, at 10:00 a.m.,
to consider the Debtors' request to employ the firm.  Objections,
if any, are due May 31.

The firm can be reached at:

         Donald R. Calaiaro, Esq.
         Francis E. Corbett, Esq.
         David Z. Valencik, Esq.
         CALAIARO & CORBETT, P.C.
         Grant Building, Suite 1105
         310 Grant Street
         Pittsburgh, PA 15219-2230
         Tel: (412) 232-0930
         Fax: (412) 232-3858
         E-mail: dcalaiaro@calaiarocorbett.com

About Power Contracting, Inc.

Wildwood, Pennsylvania-based, Power Contracting, Inc., aka Max &
Erma's Restaurant, Inc. filed for Chapter 11 protection (Bankr.
W.D. Penn. Case No. 11-22841) on  May 2, 2011.

Debtor-affiliates also sought Chapter 11 protection on May 2, 2011
(Bankr. W.D. Penn Case Nos. 11-22840 - 11-22846).  The Debtors
estimated assets and debts at $10 million to $50 million.


PRE-PAID LEGAL: Moody's Assigns 'B1' CFR to Pre-Paid Legal
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and a B1 Probability of Default Rating to Pre-Paid Legal Services,
Inc. (Pre-Paid Legal) in connection with its pending leveraged
buyout. Moody's also assigned a B1 rating to the company's
proposed $430 million senior secured credit facility. The rating
outlook is stable.

On Jan. 30, 2011, Pre-Paid Legal announced that it entered into a
definitive merger agreement with two newly formed subsidiaries of
MidOcean Partners (MidOcean), a private equity firm. The merger
agreement provides that MidOcean will acquire all of the shares of
Pre-Paid Legal for an aggregate equity purchase price of
approximately $650 million. The closing of the transaction is
subject to customary conditions including shareholder and
regulatory approval. The transaction is expected to be funded with
a $400 million secured term loan, $143 million of common equity,
$75 million of preferred equity and existing cash of the company.

Moody's assigned the followings ratings (assessments):

   -- $30 million senior secured revolving credit facility
      expiring 2016, B1 (LGD 4, 50%)

   -- $400 million senior secured term loan B due 2017, B1 (LGD 4,
      50%)

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Moody's expectation of
modestly declining revenues and earnings in the year ahead given
declines in revenue and memberships over the last two years and
significant customer and associate attrition rates. Ratings also
reflect potential legal and regulatory risks associated with the
multilevel marketing business model and a moderately small revenue
base of approximately $450 million. The ratings are supported by a
predictable revenue stream from a large member base, moderate
leverage, solid free cash flow and steady financial performance
during the recent economic downturn.

The stable outlook reflects Moody's expectation of a modest
decline in revenues, EBITDA and the member base in 2011. Moody's
expects the new management team to focus on marketing and
retention strategies to drive the recruitment of more committed
associates and to improve customer retention.

The ratings could be downgraded if revenue and memberships
materially decline or financial strength metrics materially weaken
from pro forma levels. Profitability levels and cash flow tend to
increase in periods of lower recruitment of new members because a
significant percentage of anticipated first year membership fees
are advanced to associates and these advances are charged to
expense in the first month of membership. Therefore a material
erosion of the member base -- even if accompanied by an
improvement in financial strength metrics -- could pressure the
ratings. Moody's considers the size of the member base an
important determinant of the health of the business. Legal or
regulatory developments that have a material adverse affect on the
company's business model or financial position could also pressure
the ratings.

The ratings could be upgraded if (i) revenue and memberships grow
solidly over a period of 2 to 3 years; (ii) financial strength
metrics materially improve and (iii) legal and regulatory risks
remain manageable in Moody's assessment. Specifically, if Moody's
comes to expect debt to EBITDA and free cash flow to debt to be
sustained at less than 3 times and over 12%, respectively, an
upgrade is possible.

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

Pre-Paid Legal, headquartered in Ada, Oklahoma, designs,
underwrites and markets legal expense plans to families and small
businesses in the United States and Canada. The company sells the
majority of its membership plans through a multi-level marketing
program through a base of over 400,000 sales associates. The
company also provides identity theft protection and restoration
services through a partnership with Kroll Background America.,
Inc. Reported revenues for fiscal year ended Dec. 31, 2010 were
approximately $450 million.


PREMIER GOLF: Meeting of Creditors Scheduled for June 7
-------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Premier Golf Properties, LP's Chapter 11 case on June 7, 2011,
at 4:00 p.m.  The meeting will be held at The Bristol Hotel - City
Scene Room, 1055 First Avenue, Second Floor, 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.

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club filed for Chapter 11 protection (Bankr. S.D.
Calif. Case No. 11-07388) on May 2, 2011.  Peter W. Bowie  is
presiding the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian represents the Debtor.  The Debtor estimated assets and
liabilities at $10 million to $50 million.


PROVO CRAFT: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew Provo Crafts & Novelty, Inc.'s
ratings including its B2 Corporate Family and Probability of
Default Ratings as well as its B1 senior secured credit facilities
ratings. The credit ratings have been withdrawn because Moody's
Investor Service believes it has insufficient or otherwise
inadequate information to support the maintenance of the credit
ratings.

Ratings withdrawn:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

   -- $120 million senior secured term loan due 2016, at B1 (LGD
      3, 34%)

   -- $20 million senior secured revolving credit facility
      expiring 2015, at B1 (LGD 3, 34%)

RATINGS RATIONALE

The principal methodology used in this rating was Global Packaged
Goods published in July 2009.

Headquartered in Spanish Fork, Utah, Provo Craft & Novelty Inc.,
is a designer and marketer of electronic cutting systems as well
as a line of related craft products. Provo Craft's electronic
cutting systems, sold mostly under the Cricut brand account for
roughly 40% of sales while the associated cartridges account for
roughly 30% of sales. Provo Craft's products are sold at craft
specialty stores, through television infomercials, and through
mass retailers. Provo Craft's equity sponsors are BAML Capital
Partners and Sorenson Capital.


QR ENERGY: Obtains Waiver From Lenders on Quarterly Financials
--------------------------------------------------------------
QRE has obtained a waiver from its lenders with regard to its
covenant to provide quarterly financial statements to the
administrative agent of its credit facility by May 15, 2011.  QRE
now has until June 7, 2011 to deliver financial statements to its
lenders.

QR Energy, LP QRE expects to issue an earnings release for the
first quarter of 2011 before the market opens on Monday, May 23,
2011.

In conjunction with the earnings release, management will host a
live webcast and conference call on May 23 at 8:00 a.m. central
daylight time to discuss QRE's financial results and outlook for
the remainder of the year.

Interested parties may join the webcast by visiting QR Energy's
Investor Relations website at http://ir.qrenergylp.comor the
conference call by dialing (877) 718-5098 or (719) 325-4916 five
minutes before the call begins and providing the passcode 8888353.

                     About Qr Energy

QR Energy, LP --http://www.qrenergylp.com--
is a publicly traded partnership engaged in the acquisition,
production and development of onshore crude oil and natural gas
properties in the United States.  QR Energy is headquartered in
Houston, Texas.


QUINTILES TRANSNATIONAL: Moody's Rates New Credit Facility 'B1'
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and B1 Probability of Default Rating of Quintiles Transnational
Corp. ("Quintiles") and assigned a B1 rating to the proposed
$2.225 billion senior secured credit facility.

The new credit facility will include a $2.0 billion Term Loan B
and a $225 million revolving credit facility. The proceeds of the
term loan, along with cash from the balance sheet, will be used to
refinance substantially all of Quintiles' existing debt, including
indebtedness under the existing credit agreement and $525 million
of senior unsecured notes issued at Quintiles Transnational
Holdings. Proceeds will also be used to fund an approximate $300
million dividend to shareholders and distribute $100 million to
the Holding company, which may be used for growth initiatives,
acquisitions or additional dividends. The rating outlook is
stable.

Summary of Moody's actions:

   Quintiles Transnational Corp.

   -- Affirmed B1 Corporate Family Rating

   -- Assigned B1 (LGD 3, 45%) to proposed $225 million senior
      secured revolving credit facility, due 2016

   -- Assigned B1 (LGD 3, 45%) to proposed $2.0 billion senior
      secured Term Loan B, due 2018

   The outlook is stable.

These ratings will be withdrawn upon repayment:

   Quintiles Transnational Corp.

   -- $225 million senior secured revolving credit facility due
      2012, Ba2 (LGD2, 24%)

   -- $950 million first lien senior secured term loan due 2013
      Ba2 (LGD2, 24%)

   -- $220 million second lien term loan due 2014, B2 (LGD 4, 63%)

   Quintiles Transnational Holdings Inc.

   -- B3 (LGD5, 89%) senior unsecured notes of $525 million due
      2014

RATINGS RATIONALE

Quintiles' B1 Corporate Family Rating is constrained by the
company's somewhat high financial leverage and modest free cash
flow relative to debt (FCF/Debt). These metrics are in-line with
other B1 rated peers. The ratings also reflect the company's
history of aggressive financial policies, including numerous
dividends to shareholders and share repurchase transactions. The
ratings are supported by the company's size, scale and leading
position as both a pharmaceutical contract research organization
("CRO") and a contract sales organization ("CSO"). Further, the
company has demonstrated stable operating performance and cash
flow, even during the economic downturn. The ratings are also
supported by the company's liquidity profile, which is expected to
continue to be very good over the next year. Longer-term Moody's
views the prospects for the CRO and CSO industries as favorable as
pharmaceutical companies look to outsource an increasing portion
of their non-core functions. However, Moody's believes that the
impending patent cliff in the pharmaceutical industry presents
some near to medium term event risk for the CRO and CSO
industries.

Moody's could upgrade the ratings of Quintiles if the company
demonstrates continued stable revenue growth and margins and
sustains "Ba" credit ratios per the Business & Consumer Services
Rating Methodology. The "Ba" ranges include (FFO-Dividends)/Net
Debt of 15%-25%, FCF/Debt of 8-16% (after dividends); and
debt/EBITDA of 3.0x-4.0x. Moody's could downgrade the ratings if
the company experienced revenue declines and/or margin erosion due
to broader trends within the CRO or CSO industry or if the company
undertook a significant debt-financed acquisition or shareholder
initiatives beyond Moody's expectations. For example, sustained
CFO/Debt below 5%, adjusted debt to EBITDA above 5.5 times; or
negative free cash flow could lead to rating pressure.

The principal methodology used in rating Quintiles Transnational
Corp. 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 Research Triangle Park, North Carolina, Quintiles
is a leading global provider of outsourced contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies. The company is privately-held with
ownership stakes by founder, Chairman and CEO, Dr. Dennis
Gillings, and private equity firms Bain, TPG, 3i and Temasek.
Quintiles recorded net revenue of approximately $3.0 billion for
the twelve month period ended Dec. 31, 2010.


QWEST COMMUNICATIONS: Capital Research Does Not Own Common Shares
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that it does not beneficially own shares of common stock of Qwest
Communications International Incorporated.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

The Company's balance sheet at March 31, 2011, showed
$16.85 billion in total assets, $18.41 billion in total
liabilities, and a $1.56 billion total stockholders' deficit.

                           *    *     *

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after Nov. 20, 2010 and holders may require the
Company to repurchase for cash on Nov. 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RADIENT PHARMACEUTICALS: Defaults on Notes; In Settlement Talks
---------------------------------------------------------------
Radient Pharmaceuticals Corporation RPC has filed an 8K with the
Securities and Exchange Commission  reporting an event of default
has occurred, which has caused the balance of the Convertible
Promissory Notes RPC issued in the first quarter FY2011 to
increase and become immediately due and payable.

RPC is in the process of negotiating a settlement with the five
Note holders regarding the default.  As of the date of this
release, no formal settlement has been reached and there can be no
assurance that a settlement will be reached on favorable terms or
at all.

The Company was required to pay a monthly installment amount of
approximately $844,000 on May 1, 2011.  However, since such
payment would cause the Company to drop below the required cash
balance imposed by the securities purchase agreement pursuant to
which the Notes were issued, the Company did not make such
payment, triggering an event of default under the Notes.  As of
May 1, 2011 the outstanding principal of the Notes is $6,750,000.
Pursuant to rights under the note, all Note holders submitted
redemption notices to the Company requesting the Company redeem
the Notes in full.  As a result, in accordance with the redemption
terms of the Note, the Company would be required to pay an
aggregate of $8,618,311 to the Note holders.  Once any settlement
negotiations have been finalized, RPC intends to issue a press
release to update shareholders.

                 About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation -- http://www.radient-pharma.com-- is dedicated to
saving lives and money for patients and global healthcare systems
through the deployment of its FDA-cleared In Vitro Diagnostic
Onko-Sure(R) Test Kits for colon-rectal cancer recurrence
monitoring.  The Company's focus is on the discovery, development
and commercialization of unique high-value diagnostic tests that
will help physicians answer important clinical questions related
to early disease-state detection, treatment strategy, and the
monitoring of disease progression or recurrence.


RAJ LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: The RAJ, LLC West
        160 Centennial Drive
        Carrollton, GA 30116

Bankruptcy Case No.: 11-11608

Chapter 11 Petition Date: May 10, 2011

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

Debtor's Counsel: H. Matthew Horne, Esq.
                  ROSENZWEIG, JONES, HORNE & GRIFFIS, P.C.
                  32 South Court Square
                  P.O. Box 220
                  Newnan, GA 30264
                  Tel: (770) 253-3282
                  E-mail: matt@newnanlaw.com

Scheduled Assets: $2,350,324

Scheduled Debts: $1,875,122

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-11608.pdf

The petition was signed by Hareshkumar Patel, member.


REDCO II: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Daily News reports that Redco II, 11831 Vose St., North Hollywood,
filed for Chapter 7 in Los Angeles County on April 21, 2011,
listing assets of $456,969; and debts of $702,884.


REGAL ENTERTAINMENT: ING Groep Discloses 5.24% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, ING Groep N.V. disclosed that it beneficially owns
6,852,832 shares of Class A common stock of Regal Entertainment
Group representing 5.24% of the shares outstanding, based on
130,849,073 shares of Class A Common Stock, par value $0.001 per
share, of Regal Entertainment Group issued and outstanding as of
Feb. 22,2011, as reported by the Company in its Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on
Feb. 28, 2011.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at Dec. 30, 2010, showed $2.49 billion
in total assets, $2.98 billion in total liabilities, and a
$491.70 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REGAL ENTERTAINMENT: Three Directors Elected at Annual Meeting
--------------------------------------------------------------
Regal Entertainment Group, on May 4, 2011, held its Annual Meeting
of Stockholders.  The total number of shares of the Company's
Class A and Class B common stock voted in person or by proxy at
the Meeting, voting as a single class, was 146,773,855.  The
combined voting shares of the Company's Class A and Class B common
stock, voting as a single class, represent 94.96% of the
154,563,720 shares issued and outstanding and entitled to vote at
the Meeting.  The Company's Class A Common Stock is entitled to
one vote per share, while the Company's Class B common stock is
entitled to ten votes per share.  The total number of votes
represented by the Company's Class A and Class B common stock
voted in person or by proxy at the Meeting, voting as a single
class, was 360,151,606.  The combined votes of the Company's Class
A and Class B common stock, voting as a single class, represent
97.88% of the 367,941,471 total votes outstanding and entitled to
vote at the Meeting.

The stockholders elected all three director nominees at the
Meeting to serve as Class III directors until the Annual Meeting
of Stockholders in 2014, namely: Stephen A. Kaplan, Jack Tyrell
and Nestor R. Weigand, Jr.

The stockholders approved the compensation of the Company's Named
Executive Officers.

The stockholders recommended that the Company hold future advisory
votes on the compensation of the Company's Named Executive
Officers on an annual basis.

The stockholders also ratified the selection of KPMG LLP as the
Company's Independent Registered Public Accounting firm for the
fiscal year ending Dec. 29, 2011.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at March 31, 2011, showed $2.32
billion in total assets, $2.86 billion in total liabilities and a
$541.60 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REITTER CORP: Has Until May 29 to Use Cash Collateral
-----------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico gave Reitter Corporation until May 29,
2011, for the interim use of cash collateral.

The approval came after the Debtor, Banco Popular de Puerto Rico,
and the Internal Revenue Service agreed to the Debtor's limited
use of certain cash collateral to satisfy certain operating
expenses necessary for the continued operation of the Debtor's
business.

San Juan, Puerto Rico-based Reitter Corporation filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug.
6, 2010.  Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices,
assists the Debtor in its restructuring effort.  In its schedules,
the Debtor disclosed US$20,440,765 in total assets and
US$17,250,033 in total debts.


ROTHSTEIN ROSENFELDT: Rothstein's Wife to Hand Over Properties
--------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the wife of Scott
Rothstein, the jailed Rothstein Rosenfeldt Adler P.A. attorney who
ran a billion-dollar Ponzi scheme under his firm's name, offered
Tuesday to forfeit most of her property to settle with a
bankruptcy trustee seeking to reimburse victims.

According to Law360, trustee Herbert Stettin sued Kimberly A.
Rothstein in March in Florida bankruptcy court seeking to recover
assets including jewelry and other luxury items as well as
reimbursement for her lavish political contributions and other
fund transfers.

                       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 Nov. 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.


RUMSEY LAND: Pueblo Bank Credit Bids $5-Mil. for Lot G
------------------------------------------------------
Rumsey Land Co., LLC, filed a notice with the U.S. Bankruptcy
Court for the District of Colorado identifying Pueblo Bank and
Trust Company as the stalking horse bidder for Lot G, which is
comprised of Lots A through F, pursuant to a letter of intent,
which provides that PB&T is credit bidding $5,000,000 for Lot G.

The asset purchase agreement will be filed as soon as it is
finalized, Aaron A. Garber, Esq., at Kutner Miller Brinen, P.C.,
in Denver, Colorado, said, on behalf of the Debtor.

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 10-10691) on Jan.
15, 2010.  Aaron A. Garber, Esq., who has an office in Denver,
Colorado, assists the Company in its restructuring effort.  The
Company estimated $10 million to $50 million in assets and
liabilities as of the Chapter 11 filing.


SANSWIRE CORP: Closes $1.1-Mil. Financing from Private Investors
----------------------------------------------------------------
World Surveillance Group Inc. has closed a financing of
approximately $1.1 million.  The Company plans to use the proceeds
from the financing to complete the acquisition of defense
contractor and satellite tracking firm Global Telesat Corp. and to
continue the development and testing of the Company's Argus One
UAV.  The funds were raised from a group of private investors,
including WSGI Chairman Michael K. Clark and WSGI's technical
partner, defense prime contractor Eastcor Engineering.

WSGI is also currently working with Space Florida, an independent
special district, body politic and corporate, and subdivision of
the State of Florida, to complete a financing for up to an
additional $1.5 million pursuant to a commitment letter issued by
Space Florida to WSGI.

This financing follows the recent $200,000 contract award from
Space Florida for the creation of a Performance Data Package in
connection with the flight testing of WSGI's Argus One UAV at the
U.S. Army proving ground facility in Yuma, Arizona in May/June
2011.

Chairman Michael K. Clark stated "I am excited by the Company's
direction and our growing relationships with Space Florida and our
other partners.  This financing will allow us to continue to
execute our strategy to grow our business, strengthen our balance
sheet and increase shareholder value."

CEO Glenn D. Estrella stated "We appreciate the support we have
received from our investors and our other partners.  Yesterday's
financing, combined with the financing we hope to close with Space
Florida, will enable us to accelerate the development, testing and
demonstration of our Argus One UAV and to close the GTC
acquisition in order to capitalize on the GTC business
opportunities."

                       About Sanswire Corp.

Aventura, Fla.-based World Surveillance Group Inc. f/k/a Sanswire
Corp. develops, markets and sells autonomous, lighter-than-air
unmanned aerial vehicles capable of carrying payloads that provide
persistent security solutions at low, mid and high altitudes.  The
Company's airships are designed for use by government-related and
commercial entities that require real-time intelligence,
surveillance and reconnaissance support for military, homeland
defense, border and maritime missions.

The Company reported a net loss of $9.79 million on $250,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $9.41 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $36,247 in
total assets, $19.39 million in total liabilities and
$19.36 million in total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


SB PARTNERS: Executes New Loan Agreement
----------------------------------------
SB Partners' $22,000,000 unsecured credit facility matured
Oct. 1, 2008.  The holder of the unsecured credit facility
formally extended the maturity to Feb. 28, 2009, and thereafter
entered into discussions with Company as to options for curing the
default.  On July 1, 2009, the Company received written notice
from Holder demanding immediate payment of the outstanding
obligation.  The Holder and Company continued to discuss options
for curing the default.  On April 29, 2011, the Holder and Company
executed a new Loan Agreement on the following terms:

   (1) In connection with the execution of the Loan Agreement,
       the Company was required to make an immediate payment to
       Holder of $11,930,430, reducing the balance due under the
       unsecured credit facility to $10,069,570.  The payment was
       made from proceeds resulting from the sale of Company's
       property located at 175 Ambassador Drive, Naperville IL on
       Dec. 3, 2010.  Additional proceeds from the sale were used
       to pay Holder's legal and appraisal costs and to fund a
       reserve account for future tenant improvement and leasing
       costs, as needed.  The remaining outstanding obligation in
       the amount of $10,069,570 was divided into two notes.

   (2) Note A in the amount of $4,069,570 has a maturity of
       July 31, 2014.  The Company has two 1-year options to
       extend the maturity if certain conditions are satisfied.
       Note A requires monthly payments of accrued interest at an
       annual fixed rate of 5% until paid in full.  If extended,
       the Company is required to make an additional fixed
       principal payment of $9,570 on April 1, 2015, and $30,000
       thereafter until paid in full.

   (3) Note B in the amount of $6,000,000 has a maturity date of
       April 29, 2018.  The Company has three 1-year options to
       extend the maturity date if certain conditions are
       satisfied.  Note B accrues interest at an annual fixed rate
       of 5% but only until all interest and principal have been
       paid in full on Note A.  Thereafter Note B does not accrue
       any interest.  Payments of interest and principal are
       deferred until Company's investment in Sentinel Omaha LLC
       pays distributions to the Company.  Distributions from
       Omaha would be used first to pay accrued interest on the
       Note B obligation, then principal on the Note B obligation.
       If there are no distributions from Omaha prior to the Note
       B maturity, all interest and principal is due at maturity,
       subject to the above mentioned extensions.

   (4) The Notes may be voluntarily prepaid upon notice to the
       Holder, subject to certain requirements as to the
       application of payments.  The Company's obligations under
       the Notes may be accelerated upon default.

   (5) Until the Company's obligations under the Notes are
       satisfied in full, the Company is required to pay a portion
       of its net operating income (after payment of certain
       permitted expenses), and the net proceeds from the sale,
       transfer or refinancing of its remaining properties and
       investments, toward the Notes while retaining the other
       portion to increase cash reserves.  While the obligations
       under the Notes are outstanding the Company is precluded
       from making distributions to its partners.

   (6) The Company, its general partner and the Holder also
       entered into a Management Subordination Agreement accruing
       a portion of the investment management fee payable by
       the Company to its general partner so long as the Notes
       remain outstanding.

   (7) As additional security for the Company's payment of its
       obligations under the Loan Agreement, the Company, through
       its wholly-owned subsidiary Eagle IV Realty, LLC, has
       executed a Mortgage, Security Agreement, Assignment of
       Leases and Rents and Fixture Financing Statement and a
       Pledge Agreement in favor of  Holder.  The Eagle IV
       Security Agreement provides Holder with a security interest
       on the Company's property located in Maple Grove, Minnesota
       of up to $5,000,000.  The Eagle IV Pledge Agreement pledges
       to Holder the Company's membership interest in Eagle IV
       Realty, LLC, the direct owner of Eagle IV.  The Company has
       no other debt obligation secured by Eagle IV.  The Loan
       Agreement also provides for a negative pledge on the
       Company's remaining properties and investments.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company's balance sheet at Sept. 30, 2010, showed
$37.27 million in total assets, $38.78 million in total
liabilities, and a stockholders' deficit of $1.51 million.

In addition, the Company has a 30% interest in Sentinel Omaha,
LLC.  Sentinel Omaha is a real estate investment company which
currently owns 24 multifamily properties and 1 industrial property
in 17 markets.  Sentinel Omaha is an affiliate of the
partnership's general partner.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.


SBARRO, INC: Committee Taps Mesirow as Financial Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors for Sbarro, Inc., et
al., asks for authorization from the U.S. Bankruptcy Court for the
Southern District of New York to retain Mesirow Financial
Consulting LLC as financial advisor, nunc pro tunc to April 12,
2011.

MFC will, among other things:

     a. assist in the review of reports or filings as required by
        the Court or the U.S. Trustee, including schedules of
        assets and liabilities, statements of financial affairs
        and monthly operating reports;

     b. review the Debtors' financial information, including
        analyses of cash receipts and disbursements, DIP and other
        cash flow budgets, wind down budget, financial statement
        items and proposed transactions for which court approval
        is sought;

     c. review and analyze potential recovers to unsecured
        creditors and related liquidation analysis; and

     d. evaluate employee issues, including potential employee
        retention, incentive and severance plans.

The hourly rates of the firm's personnel are:

        Senior Managing Director/Managing
        Director and Director                     $775-$825
        Senior Vice President                     $665-$725
        Vice President                            $565-$625
        Senior Associate                          $465-$525
        Associate                                 $285-$395
        Paraprofessional                          $145-$240

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

The Court has set a hearing on the Committee's hiring of MFC as
financial advisor on May 18, 2011, at 10:30 a.m.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO, INC: Files Schedules of Assets & Liabilities
----------------------------------------------------
Sbarro, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                               $0
B. Personal Property                  $51,537,899
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $207,158,983
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $230,765
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $253,585,898
                                      -----------      -----------
      TOTAL                           $51,537,899     $460,975,646

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO, INC: Creditors Panel Taps Ottenbourg Steindler as Counsel
-----------------------------------------------------------------
The Official Committee of unsecured Creditors in the Chapter 11
cases of Sbarro Inc., et al., asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to retain
Ottenbourg, Steindler, Houston & Rosen, P.C. as its counsel.

The firm will be representing the Committee in the Debtors'
bankruptcy proceedings.

The hourly rates of the firm's personnel are:

      Partner/Counsel                $570 - $895
      Associate                      $245 - $595
      Paralegal                      $205 - $230

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

The Court will convene a hearing on May 18, 2011 at 10:30 a.m., to
consider the Committee's request to employ the firm as counsel.
Objections, if any, are due May 11.

The firm can be reached at:

         Scott L. Hazan, Esq.
         David M. Posner, Esq.
         OTTENBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
         230 Park Avenue
         New York, NY 10169
         Tel: (212) 661-9100
         Fax: (212) 682-6104

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and 70% of its senior noteholders on the
terms of a reorganization plan that will eliminate more than half
of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen &
Co. is the Debtors' communications advisor.


SCHUTT SPORTS: Court OKs Amended APA Expanding Assumed Liabilities
------------------------------------------------------------------
Judge Kevin G. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved a First Amendment to the Second Amended and
Restated Asset Purchase Agreement, by and between the SSI
Liquidating, Inc., and its debtor affiliates and purchaser Kranos
International Holding Corporation.

On Dec. 15, 2010, the Court approved the sale of substantially all
of the Debtors' assets to the purchaser, pursuant to the Second
Amended and Restated Asset Purchase Agreement.  On Dec. 16, 2010,
the Court approved the Asset Purchase Agreement.  On the same day,
the sale to the purchaser closed.

Section 2.3 of the Asset Purchaser Agreement specifically
delineated as part of the Excluded Liabilities any and all claims,
liabilities, and obligations for personal injury or death arising
from or relating to products manufactured by the Debtors at any
time prior to the Close Date.

Since the Debtors' insurance coverage for products liability
claims is a "claims made" coverage that expires on April 18, 2011,
certain former customers of the Debtors have raised concerns
regarding a potential insurance coverage gap.

In response to these concerns, purchasers and the Debtors have
agreed to amend the Asset Purchase Agreement in order to expand
the scope of the Assumed Liabilities to eliminate the potential
insurance coverage gap, as well as limit the scope of potential
liabilities for the Debtors' estates.  Specifically, if the First
Amendment is approved, the Assumed Liabilities would include
claims for personal injury or death after the Close Date and first
asserted after April 18, 2011, that arise from or relate to
products manufactured by any of the Debtors at any time prior to
the Close Date.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria W. Counihan, Esq., and Sandra G. M. Selzer, Esq., at
Greenberg Traurig, LLP, in Wilmington Del.; and Keith J. Shapiro,
Esq., and Nancy A. Peterman, Esq., at Greenberg Traurig, LLP, in
Chicago, Ill., represent the Debtors as counsel.  Ernst & Young is
the Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.  Womble Carlyle
Sandridge & Rice, PLLC also represents the Committee.

The Debtor estimated assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SCOVILL ENTERPRISES: Wants Court to Set May 25 Claims Bar Date
--------------------------------------------------------------
Scovill Enterprises Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to set May
25, 2001, at 5:00 p.m., as deadline for creditors to file proofs
of claim.

All proofs of claim must be filed at these addresses:

By Regular US Mail:           By Messenger or Overnight Courier:
-------------------           ----------------------------------
BMC Group Inc.                BMC Group Inc.
Attn: Scovill Fasteners       Attn: Scovill Fasteners, Inc.
       Inc. Claims Processing        Claims Processing
PO Box 3020                   18750 Lake Drive East
Chanhassen, MN 55317-3020     Chanhassen, MN 55317

                       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.


SEALY CORP: FMR LLC Discloses 3.003% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 2,928,136 shares of common stock of
Sealy Corporation Inc. representing 3.003% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/UqEedB

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Feb. 27, 2011 showed
$949.09 million in total assets, $1.02 billion in total
liabilities, and $74.11 million in total stockholders' deficit.


SENSATA TECHNOLOGIES: Prices $700 Million of Sr. Notes Due 2019
---------------------------------------------------------------
Sensata Technologies B.V. has priced $700 million in aggregate
principal amount of 6.5% senior notes due 2019 in connection with
a private offering that is exempt from registration under the
Securities Act of 1933, as amended.  The size of the offering was
increased from the previously announced $600 million, and
consequently the term loan facility under the Company's new senior
secured credit facility will be reduced by the same amount.  The
Notes were priced at 100% of par.  The closing of the offering is
expected to occur on May 12, 2011, subject to certain closing
conditions, including the effectiveness of the Company's new
senior secured credit facility.

The Notes will be guaranteed on a senior unsecured basis by all of
the Company's existing and future wholly-owned subsidiaries that
guarantee the Company's new senior secured credit facility, and
the Notes and the guarantees will rank equally with any senior
indebtedness the Company or the guarantors incur.  The Notes and
the guarantees will be senior to all of the Company's and the
guarantors' future indebtedness that is expressly subordinated to
the Notes and the guarantees.  The Notes and the guarantees will
be effectively junior to the Company's and the guarantors' secured
indebtedness to the extent of the assets securing that
indebtedness, including obligations under the Company's new senior
secured credit facility.

Sensata intends to use the net proceeds from the offering together
with borrowings under the new credit facility and cash on hand to
(i) repay amounts currently outstanding under its existing term
loans, 8% senior notes due 2014 and 9% senior subordinated notes
due 2016, (ii) pay accrued interest on such indebtedness and
related redemption premiums and (iii) pay fees and expenses in
connection with these refinancing transactions.

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

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

The Company's balance sheet at March 31, 2011 showed $3.39 billion
in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

                           *     *     *

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SEQUOIA PARTNERS: Lease Decision Period Extended to July 27
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has extended
the time for Sequoia Partners, LLC, to assume or reject unexpired
leases of non-residential real property, until and through
July 27, 2010.

In its motion, Debtor said it needs the extension in order to give
it time to continue to work towards its plan of reorganization.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $50 million to $100 million and debts at
$10 million to $50 million.


SHEARER FOODS: S&P Puts 'B-' CCR on Watch on Weak Liquidity
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ohio-
based Shearer's Foods Inc., including its 'B-' corporate credit
rating, on CreditWatch with negative implications, meaning that
S&P could either lower or affirm the ratings following the
completion of its review. As of March 26, 2011, Shearer's had
about $186.3 million in reported debt.

"The CreditWatch listing reflects our belief that Shearer's
liquidity position over the near term is very weak," said Standard
& Poor's credit analyst Bea Chiem.

Standard & Poor's will seek to resolve or update the CreditWatch
listing within 30-60 days. "To resolve the CreditWatch listing, we
will monitor the amendment process and review the new terms. We
will also review the company's liquidity position and expected
operating results over the near term. Inability to secure this
amendment and equity infusion would likely result in a downgrade,"
S&P related.


SHORTY SMALL'S: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shorty Small's, Inc.
        7315 N. MacArthur Boulevard
        Oklahoma City, OK 73132

Bankruptcy Case No.: 11-12586
Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                  Case No.
  ------                                  --------
Restaurant Concepts and Designs, Inc.     11-12587
Shorty Smalls of North Little Rock, Inc.  11-12588
Shorty Smalls of Branson, Inc.            11-12589
Shorty Smalls of Conway, Inc.             11-12590
Shorty Smalls of Jonesboro, Inc.          11-12591
Shorty Smalls of Wichita, Inc.            11-12593
Specialty Restaurants, Inc.               11-12594
Shorty Smalls of Lake Taneycomo, L.L.C.   11-12595

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Andrew R. Chilson, Esq.
                  PHILLIPS MURRAH PC
                  Corporate Tower, 13th Floor
                  101 N. Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Fax: (405) 235-4133
                  E-mail: archilson@phillipsmurrah.com

                         - and -

                  Robert J. Haupt, Esq.
                  PHILLIPS MURRAH P.C.
                  Corporate Tower, 13th Floor
                  101 N. Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Fax: (405) 235-4133
                  E-mail: rjhaupt@phillipsmurrah.com

Lead Debtor's
Estimated Assets: $0 to $50,000

Lead Debtor's
Estimated Debts: $500,001 to $1,000,000

The petition was signed by Paul G. Kreth, president.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Reinhart FoodService, LLC          Settlement Agreement   $600,000
6520 North River Road, Suite 9000
Des Plaines, IL 60018

KKNG FM Radio                      Advertising            $136,250
5101 S. Shields Boulevard
Oklahoma City, OK 73129

Mulinix Ogden Hall & Ludlam        Legal Services          $25,480
210 Park Avenue, Suite 3030
Oklahoma City, OK 73102

Arkansas Television Company        --                      $22,709

Bank of America                    Credit Card             $15,667

James P. Johnson                   --                       $9,525

KATV, LLC                          Advertising              $6,877

Restaurant Group Services          --                       $4,317

Cindy Harsha                       --                       $4,061

KTHV-TV                            Advertising              $3,326

Unishippers                        Services                 $2,342

System & Services Tech             Services                 $2,255

G&C Holdings, LLC                  Services                 $2,040

K-For TV                           Advertising              $1,700

Cox Media Kansas                   --                       $1,458

Savage, Savage & Brown, Inc.       Services                 $1,200

Thomas Boomershine                 --                       $1,014

Clear Channel-KS                   Advertising              $1,010

G. Neil Corporation                Services                   $904

Softech Corporation                Services                   $665


SIMCOM INT'L: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SIMCOM International Holdings, Inc.
        260 Tamer Lane NW #310
        Atlanta, GA 30327

Bankruptcy Case No.: 11-64167

Chapter 11 Petition Date: May 10, 2011

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

Judge: Margaret Murphy

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  Suite 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Fax: (404) 262-9911

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-64167.pdf

The petition was signed by Brian R. Smith, president, CFO,
secretary.


SMART & FINAL: S&P Affirms 'B-' CCR; Outlook Revised to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Commerce, Calif.-based Smart & Final Holdings Corp. to negative
from stable. "The outlook revision reflects our view that the
company has less than adequate liquidity because we currently
estimate that it lacks sufficient liquidity sources to repay its
CMBS loan due in June 2012," S&P stated.

At the same time, S&P assigned:

    * "Our 'B+' issue-level rating (two notches above the
      corporate credit rating) to the company's proposed $125
      million asset-based revolving credit facility due 2016. We
      also assigned this debt a recovery rating of '1', indicating
      our expectation of very high (90%-100%) recovery of
      principal in the event of default," S&P related.

    * "Our 'B-' issue-level rating (the same as the corporate
      credit rating) to the company's proposed $325 million first-
      lien senior secured term loan facility due 2018. We also
      assigned this debt a recovery rating of '3', indicating our
      expectation of meaningful (50%-70%) recovery of principal in
      the event of default," S&P noted.

    * "Our 'CCC' issue-level rating (two notches below the
      corporate credit rating) to the company's proposed $75
      million second-lien secured term loan facility due 2018. We
      also assigned this debt a recovery rating of '6', indication
      our expectation for negligible (0%-10%) recovery or
      principal in the event of default," according to S&P.

"At the same time, we affirmed our 'B-' corporate credit rating on
Smart & Final. The outlook is negative," S&P stated.

The company has stated that it intends to use the proceeds of the
term loans to pay off its current term loan facilities, pay about
a $140 million dividend to the holders of equity (owned by an
affiliate of Apollo Management L.P.), and pay fees associated with
the transaction.

"Upon completion of the refinancing and the repayment of the
existing debt, we will withdraw our ratings on those issues. The
ratings on the new issues are subject to review of final terms and
documents," S&P explained.

"The ratings on Smart & Final reflect our view that the company's
liquidity is less than adequate, given the upcoming maturity on
the commercial mortgage-backed securities (CMBS) loan in 2012,"
said Standard & Poor's credit analyst Charles Pinson-Rose. "In
addition, the ratings reflect our assessment that the retailer's
financial risk is highly leveraged, given its high debt
levels, weak credit protection measures, and very aggressive
financial policies.".


SMB GROUP: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SMB Group, Inc.
        dba Union Trim, Inc.
        2635 South Main Street, #A
        Los Angeles, CA 90007

Bankruptcy Case No.: 11-30426

Chapter 11 Petition Date: May 10, 2011

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

Judge: Sandra R. Klein

Debtor's Counsel: David A. Tilem, Esq.
                  LAW OFFICES OF DAVID A TILEM
                  206 N Jackson St Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: davidtilem@tilemlaw.com

Scheduled Assets: $0

Scheduled Debts: $1,319,100

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-30426.pdf

The petition was signed by Jeff Shin, president.


SOUTH EDGE: Meeting of Creditors Scheduled for June 23
------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in South Edge, LLC's Chapter 11 case on June 23, 2011, at
10:00 a.m.  The meeting will be held at 333 Las Vegas Blvd.,
South, Grand Jury Room, Las Vegas, Nevada.

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.

                        About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SPECIALTY TRUST: Plan Confirmation Showdown on June 3
-----------------------------------------------------
A confirmation showdown will be held June 3, 2011, at 2:00 p.m. on
the First Amended Chapter 11 Plan of Reorganization proposed by
Specialty Trust Inc. and its debtor affiliates, and the rival
Chapter 11 Plan of Reorganization proposed by the Official
Committee of Equity Security Holders appointed in the Debtors'
cases.

Judge Gregg W. Zive granted conditional approval of a Joint
Disclosure Statement explaining both plans on April 28.  Voting
deadline is May 23.  Objections to the adequacy of the Joint
Disclosure Statement or to either plan, including the Debtors'
objections to the Equity Committee's Plan and vice versa, if any,
are also due May 23.

The Court's approval of the Disclosure Statement is subject to
final approval at the confirmation hearing.

Summaries of the Debtors' and Equity Committee's Plans were
reported in the April 8 and April 21 editions of the Troubled
Company Reporter.

Creditors and other entities entitled to vote may vote to accept
or reject both Plans.  If one votes to accept both Plans, it may
indicate whether it prefers the Debtors' or the Equity Committee's
Plan.

The Debtors' and the Equity Committee's professionals and
financial advisors have prepared the Plans and Disclosure
Statement with information from, among other sources, Specialty
Financial Corp., a company that provides management and
administrative services to the Debtors.  The Debtors' and the
Equity Committee's professionals and financial advisors have not
independently verified this information.

The Equity Committee contends that the conduct of the Debtors'
officers and directors may form the basis for several claims,
including damage claims for breach of contract and breach of
fiduciary duty.  The Equity Committee believes some of the
transfers of property and obligations may also be "avoidable"
under state law or under bankruptcy law.

                       About Specialty Trust

Specialty Trust Inc. is a privately held Maryland corporation that
acquires and holds, in a tax-advantaged real estate investment
trust structure, mortgage loans and mezzanine loans secured by
real property located primarily in Nevada, Arizona and California,
and interests in entities owning real estate that was acquired
through foreclosure of mortgage loans made by ST and mezzanine
loans.

Reno, Nevada-based Specialty Trust and various affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Lead Case No.
10-51432) on April 20, 2010.  Sallie B. Armstrong, Esq., and
Michelle N. Kazmar, Esq., at Downey Brand LLP, in Reno, Nevada;
and Ira D. Kharasch, Esq., Scotta E. McFarlan, Esq., and Victoria
A. Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, Calif., serve as the Debtor's bankruptcy counsel.  On
May 24, 2010, a committee of equity holders was appointed.  On
Sept. 2, 2010, the Court appointed Grant Lyon as chief
restructuring officer of the Debtors.  In its schedules, Specialty
Trust disclosed assets of $201,452,048 and liabilities of
$109,022,194 as of the petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


SPECIALTY TRUST: Seeks to Sell Caviata Note & Deed of Trust
-----------------------------------------------------------
Specialty Trust, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to sell and assign its benefit
interest in a promissory note and deed of trust to borrower
Caviata 184, LLC, free and clear of liens, to VCH Capital
Investments, LLC.

As of the Petition Date, Specialty Trust held a beneficial
interest in a promissory note executed by Caviata 184, which was
secured by a deed of trust on a 184-unit apartment complex located
in Sparks, Nevada, which is commonly known as Caviata at Kiley
Ranch.

Specialty Trust funded a loan to Caviata dated Dec. 19, 2008, in
the principal amount of $5,959,679.  The amount currently
outstanding and due to Specialty Trust as of March 31, 2011, is
$8,165,530.  The deed of trust held by Specialty Trust is in
second position and is subject to a deed of trust in favor of US
Bank.

                       About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On Sept. 2, 2010, the Court
appointed Grant Lyon as chief restructuring officer ("CRO") of the
Debtors.  In its schedules, the Debtor disclosed assets of
$201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.

The Debtors are represented by:

   Ira D. Kharasch
   PACHULSKI STANG ZIEHL & JONES LLP
   10100 Santa Monica Boulevard, 11th Floor
   Los Angeles, California 90067-4100
   Tel.: 310/277-6910
   Fax: 310/201-0760
   E-mail: ikharasch@pszjlaw.com


STERLING ESTATES: ORIX Capital Proposes Plan of Liquidation
-----------------------------------------------------------
ORIX Capital Markets, LLC, as special servicer for Wells Fargo
Bank, N.A., not individually but solely as Trustee for Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-2, proposed a plan of liquidation for
Sterling Estates (Delaware), LLC.

The Plan of Liquidation and accompanying disclosure statement was
amended twice, first on April 26 and second on May 4.

The Creditor Plan proposes a sale of the Real Property and the
Sale Assets.  The net proceeds of the sale will be distributed to
the Trust up to the full amount of its Claim, which is presently
principal of $36,265,672, plus unpaid interest, costs, expenses
and other charges thereon as further set forth in the Trust Loan
Documents.  However, the Trust has agreed to pay each Holder of an
Allowed Unsecured Claim in Class 4 10% of the Allowed Amount of
its Claim on the Effective Date, and the Trust has agreed to
permit each Holder of an Allowed Unsecured Claim in Class 4 to
participate on a pro rata basis in 25% of net proceeds of the sale
above $25.5 million up to a maximum of 100% of the Allowed Amount
of its Claim.

The Sale Assets will be marketed for sale by the Liquidating
Trustee for a period of 45 days after the Effective Date.  Bids by
interested parties will be due during that period.  If necessary,
an auction for the Sale Assets will take place in the Bankruptcy
Court 15 days thereafter.  At the conclusion of the auction, the
Bankruptcy Court will enter an order selecting the Successful
Bidder and one or more Runner-Up Bidders.  Pursuant to the terms
of the Creditor Plan and the Sales Procedures, the Trust will
automatically qualify as a Runner-Up Bidder, but the Trust's
Runner-Up Bid, a credit bid pursuant to Section 363(k) of the
Bankruptcy Code in the amount of $30 million, will be held in
abeyance and not declared the Successful Bid unless there are no
other Successful Bids which are capable of being closed for Cash
consideration.  The Sale Closing Date will take place within 30
days following the auction, except as otherwise provided in the
Sales Procedures.

The initial Liquidating Trustee appointed pursuant to the
Liquidating Trust Agreement is W. Byron Cocke of Cocke,
Finkelstein Inc.

A copy of the Disclosure Statement, dated April 26, is available
at http://ResearchArchives.com/t/s?760c

A copy of the Disclosure Statement, dated May 4, is available
at http://ResearchArchives.com/t/s?760d

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists
the Debtor in its restructuring effort.  The Company estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million in its Chapter 11 petition.


STERLING ESTATES: Has Until May 31 to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a stipulation authorizing Sterling Estates (Delaware),
LLC to use the cash collateral until May 31, 2011.

The stipulation requires Sterling Estates to make regular monthly
payments to the Trust and to pay its expenses in accordance with
the budget, a copy of which is available for free at:

                 http://ResearchArchives.com/t/s?760e

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection on
May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).  Eugene Crane,
Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor.
The Company estimated assets at $50 million to $100 million and
debts at $10 million to $50 million.


TOWN SPORTS: S&P Rates Corp. Credit & Sr. Credit Facility 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to New York City-based fitness club operator Town Sports
International Holdings Inc.'s senior credit facility. "At the same
time, we affirmed the 'B' corporate credit rating," S&P said.

"We assigned a '3' recovery rating to the senior credit facility,
which consists of a $50 million revolver due 2016 and a $300
million term loan due 2018. The '3' recovery rating indicates our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default," S&P explained.

The company used the proceeds from the credit facility to repay
the outstanding balance under its current term loan due 2014 (at
March 31, 2011, $164 million was outstanding), repurchase its
outstanding $138.5 million 11% senior discount notes due 2014 and
fund the related call premium, and pay for fees and expenses.

"The refinancing transaction is essentially debt neutral and we
view it as a modest improvement to the credit risk of Town
Sports," said Standard & Poor's credit analyst Ariel Silverberg,
"in part because of the extension of maturities." "While term loan
amortization payments under the new credit facility are
meaningfully higher (up to $15 million per year depending on
leverage) than under the previous credit facility ($1.9 million
per year), we believe free cash flow generation will be sufficient
to fund these higher amortization payments over the intermediate
term."


TRICO MARINE: Trico Supply Completes Out-of-Court Restructuring
---------------------------------------------------------------
Trico Marine Services, Inc., has successfully completed the out-
of-court restructuring of its Trico Supply Group, which includes
Trico Supply AS, Trico Shipping AS, DeepOcean AS, CTC Marine
Projects Ltd. and other subsidiaries.  In the out-of-court
restructuring, $399,500,000 or 99.88%, of Trico Shipping's 11 7/8%
Senior Secured Notes due 2014, the Trico Supply Group's working
capital facility debt and intercompany claims and interests held
by Trico Marine entities, will be equitized and the holders will
proportionately share all the common stock of DeepOcean Group
Holding AS, a new Norwegian private limited company.  DeepOcean
Holding and its subsidiaries, including Trico Supply, Trico
Shipping, DeepOcean, CTC and other subsidiaries, will no longer be
subsidiaries of Trico Marine.  The DeepOcean Group has commenced
independent operations and will continue to operate these
businesses in the normal course.

"We are pleased to have completed the out-of-court restructuring
of DeepOcean Group," said Richard A. Bachmann, Trico Marine's
Chairman of the Board of Directors, President and Chief Executive
Officer.  "Through this process and the separation of DeepOcean
Group, we have significantly reduced DeepOcean Group's total debt
outstanding and improved its liquidity position.  Furthermore, the
out-of-court restructuring delivers value to the Company's
bankruptcy estate.  I would like to thank DeepOcean Group's
customers, vendors and employees for their continued support
through this process.  We also continue to make positive progress
in Trico Marine's ongoing bankruptcy proceedings and we appreciate
the continued support of our lenders and employees."

The out-of-court restructuring of DeepOcean Group does not
otherwise alter the Company's pending bankruptcy proceeding before
the United States Bankruptcy Court.  The U.S. Bankruptcy Court
with jurisdiction over the Company's bankruptcy cases previously
approved a settlement that compromises the intercompany claims and
equity interests held by the Company in exchange for 5% of the New
Common Stock of DeepOcean Holding and warrants to acquire an
additional 10% of the New Common Stock, which the Company expects
would ultimately be distributed to certain creditors of the
Company, subject to dilution due to shares issuable upon exercise
of these warrants (in the case of the New Common Stock) and under
DeepOcean Group Holding's proposed management incentive plan.  The
out-of-court restructuring reflects the implementation of this
settlement.

Trico Marine's financial advisors have been Evercore Partners and
AP Services, LLC (an affiliated company of AlixPartners, LLP), and
its legal advisors have been Vinson & Elkins L.L.P. and Cahill
Gordon & Reindel LLP.

                     About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TURKPOWER CORPORATION: Richard Schaeffer Appointed Director
-----------------------------------------------------------
Richard Schaeffer was appointed a director of TurkPower
Corporation on May 3, 2011.  For his services as a director,
Mr. Schaeffer will receive an initial grant of warrants,
exercisable within three years of the grant date, to purchase
250,000 shares of the Company's common stock at an exercise price
of $0.35 per share.  In addition, for every year served as a
director, Mr. Schaeffer will receive warrants, exercisable within
three years of the grant date, to purchase 250,000 shares of the
Company's common stock at an exercise price of $0.35 per share.
If less than a full year is served, this amount will be pro-rated
for the portion of the year actually served.

                   About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company's balance sheet at Feb. 28, 2011, showed $2.2 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $948,082.

As reported in the Troubled Company Reporter on Oct. 7, 2010,
MaloneBailey LLP, in Houston, Tex., expressed substantial doubt
about TurkPower's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2010.


TXU CORP: 2017 Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 79.49 cents-on-the-dollar during the
week ended Friday, May 13, 2011, a drop of 0.29 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 197 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                         *     *     *

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

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


TXU CORP: 2014 Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 87.28 cents-on-the-dollar during the
week ended Friday, May 13, 2011, an increase of 0.51 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014.  The loan is
one of the biggest gainers and losers among 197 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Energy Future

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

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

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


UNI-PIXEL INC: Incurs $3.09 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Uni-Pixel Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $3.09 million on $51,588 of revenue for the three months ended
March 31, 2011, compared with a net loss of $2.14 million on
$63,536 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $12.04
million in total assets, $254,014 in total liabilities and $11.79
million in total shareholders' equity.

"UniPixel made tremendous developmental and operational progress
across the board in the first quarter, including a significant
expansion of our unique IP portfolio for Performance Engineered
Films," said Reed Killion, the company's president and CEO.  "This
has paved the way for a number of major events during and
subsequent to the quarter, including a signed letter of intent
from Griffin Technologies, a leading global mobile accessory
company, for an exclusive retail relationship in North America."

"The joint development agreement we announced this morning with
SKYFIBER, a global leader in Optical Wireless Broadband
technology, affirms our unique and substantial opportunities in
the high-speed data transmissions market," said Killion.

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

                       http://is.gd/vGNzGP

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $13.21 million
in total assets, $427,447 in total liabilities and $12.79 million
in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNI-PIXEL INC: Signs Joint Development Agreement with SKYFIBER
--------------------------------------------------------------
UniPixel, Inc., has entered into a joint development agreement
with SKYFIBER TM.

Together with SKYFIBER, UniPixel will develop the electrical
optical polymer materials and device fabrication know-how to
enable high-performance, 'free space' laser communication systems
to be manufactured and marketed by SKYFIBER.  Free space optical
communications is the transmission of data via light beams, which
eliminates the need for costly fiber optic cable and licensing of
RF spectrum.

Today, optical wireless broadband or "OWB" can transmit voice,
video and data at speeds up to 1.25 gigabits per second (Gbps),
and in the near future is expected to top speeds of 10 Gbps, more
than 8,000 times the capacity of a traditional 'high speed'
connection, like DSL.  The joint development agreement with
SKYFIBER involves the creation of a high-speed free space optical
communications system that could ultimately achieve transmission
speeds of 40 Gbps, which would be made possible by the unique
characteristics of UniPixel's Performance Engineered Films.

"Our joint development effort with SKYFIBER follows the key
elements in our 'blue print' for success at UniPixel, which focus
on three core aspects of our Performance Engineered Film platform,
which is design, mastering and manufacturing," said UniPixel's
president and chief executive officer, Reed Killion.  "We are
excited about the opportunity to work with SKYFIBER on delivering
this breakthrough technology, which has the potential to solve the
'last mile' connectivity cost problem in high-speed optical
wireless data communications, particularly in developing
countries."

SKYFIBER's president and chief executive officer, David Achim,
commented: "We are looking forward to working closely with
UniPixel in the development of our next-generation Optical
Wireless System.  Their Performance Engineered Film platform comes
to us as the most advanced in the world, and we believe it will
play a critical role in achieving greater, industry-leading
bandwidth. UniPixel's innovative culture and strong understanding
of IP and value creation offers the perfect complement to
SKYFIBER's rich patent portfolio that significantly differentiates
our products and services from our competitors."

                           About SKYFIBER

SKYFIBER TM  is the world's leading provider of Optical Wireless
Broadband, a technology that delivers Gigabit bandwidth at a lower
cost than any traditional technologies including Fiber and
Microwave RF.  Global industry leaders rely on SKYFIBER to solve
critical challenges in enterprise broadband networks, carrier
network solutions, emergency response networks, mobility backhaul
and overlay networks, municipality and campus solutions,
government and secure communications, last mile connectivity and
more.  The company is based in Bryan, Texas, with additional
offices in Dallas, Texas; Philadelphia, Pennsylvania; and San
Jose, California.  For more information about SKYFIBER, visit
www.skyfiber.com.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed $12.04
million in total assets, $254,014 in total liabilities and $11.79
million in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNI-PIXEL INC: Appoints W. Patterson and A. LeVecchio to Board
--------------------------------------------------------------
UniPixel, Inc., has appointed Wayne Patterson and Anthony J.
LeVecchio as independent members of its board of directors.  Their
appointment brings the total number of directors to seven, with
six serving independently.

Wayne Patterson is an experienced entrepreneurial manager who has
demonstrated success in building businesses through innovative
growth and cost containment strategies. Mr. Patterson spent much
of his career with Keystone International, Inc., where he served
as CFO and then as COO.  During his time with Keystone, it grew
from $15 million in revenues to more than $1 billion.  Keystone
was sold in 1996 to Tyco International for $1.7 billion.

Mr. Patterson was also a co-founder and CEO of Texas Micro (a
NASDAQ-traded company) and of Briskheat Corporation.  Since the
sale of Keystone, he has participated in more than 20 private
equity transactions and has served as interim CEO of Integrated
Graphics/Earthcolor and of Vector Global Services.  Mr. Patterson
is also currently the non-executive chairman of Ashbrook Simon-
Hartley and of Controlled Recover.  Mr. Patterson graduated with
honors from the University of Texas in Austin and has a Law Degree
from the University of Texas Law School. Mr. Patterson is also a
CPA.

Anthony J. LeVecchio has been the president and owner of The James
Group, a general business consulting firm that has advised clients
across a range of industries, since 1988.  Prior to forming The
James Group, LeVecchio was the senior vice president and chief
financial officer for VHA Southwest, Inc., a regional healthcare
system.  He currently serves as director, advisor and executive of
private and public companies in a variety of industries, and
currently serves on the Board of Directors of Microtune, Inc., a
Dallas-based semiconductor company that is listed on The NASDAQ
Global Market, and serves as the chairman of its Audit Committee.

Mr. LeVecchio currently serves on the Board of Directors of DG
FastChannel, Inc., a technology company based in Irving, Texas
that is listed on The NASDAQ Global Market and serves as the
chairman of its Audit Committee.  He also currently serves on the
Board of Directors of ViewPoint Financial Group, a community bank
based in Plano, Texas that is listed on The NASDAQ Global Select
Market. LeVecchio holds a Bachelor of Economics and a M.B.A. in
Finance from Rollins College.

"Wayne and Tony bring to our board a tremendous wealth of
industry-specific experience, leadership and vision, and
particularly financial and M&A expertise," said Reed Killion,
president and chief executive officer of UniPixel.  "They
recognize and appreciate the many business and market
opportunities available to the company, and we look forward to
benefiting from their contributions as valuable independent
members of the board."

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed $12.04
million in total assets, $254,014 in total liabilities and $11.79
million in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNIGENE LABORATORIES: Incurs $6.6-Mil. First Quarter Net Loss
-------------------------------------------------------------
Unigene Laboratories, Inc., reported a net loss of $6.64 million
on $2.12 million of revenue for the three months ended March 31,
2011, compared with a net loss of $15.94 million on $2.53 million
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $23.49
million in total assets, $69.89 million in total liabilities and a
$46.40 million total stockholders' deficit.

Ashleigh Palmer, Unigene President and CEO stated, "We have made
significant strides advancing our strategy during the first
quarter of this year and I am thrilled with the progress we have
made with our Biotechnologies and Therapeutics strategic business
units.  The positive top-line Phase 3 results of oral calcitonin
reported by Tarsa not only validate our proprietary oral delivery
and manufacturing technologies, but we believe also de-risk our
ongoing development programs.  During the quarter we made
tremendous progress with our Phase 2 oral PTH program licensed to
GSK, and the flawless execution of this study remains a priority
throughout the rest of the year.  We believe we have laid the
foundation for multiple game-changing events over the course of
2011 and have more confidence than ever that we are positioned to
realize the full value and potential of the new Unigene for all of
our shareholders."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Lv4Zxk

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.


US AIRWAYS: FMR LLC Has 14.4% Equity Stake
------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 23,689,731 shares of common stock of
US Airways Group, Inc. representing 14.429% of the shares
outstanding.

As of Feb. 18, 2011, there were 161,894,329 shares of US Airways
Group, Inc. common stock outstanding.

                        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
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  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 Sept. 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: David Tepper Has 6.98% Equity Stake
-----------------------------------------------
In a Schedule 13G filing with the U.S Securities and Exchange
Commission, David A. Tepper disclosed that he beneficially owns
11,278,238 shares of common stock of US Airways Group, Inc.
representing 6.98% of the shares outstanding.

As of Feb. 18, 2011, there were 161,894,329 shares of US Airways
Group, Inc. common stock outstanding.

Other affiliates of Mr. Tepper also disclosed beneficial
ownership of common shares of the Company:

                                      Shares         Equity
                                Beneficially Owned   Stake
                                ------------------   ------
Appaloosa Investment Limited        3,641,517         2.25%
Palomino Fund Ltd.                  5,291,972         3.28%
Thoroughbred Fund, L.P.             1,150,190          .71%
Thoroughbred Master Ltd.            1,194,559          .74%
Appaloosa Management L.P.          11,278,238         6.98%
Appaloosa Partners Inc.            11,278,238         6.98%

                        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
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  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 Sept. 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: Files Antitrust Lawsuit Against Sabre Holdings
----------------------------------------------------------
US Airways has filed an antitrust lawsuit against Sabre Holdings
Corp. in the Southern District of New York, alleging the
technology giant of engaging in anti-competitive practices,
according to a company statement dated April 21, 2011.

US Airways accused Sabre Holdings, a major operator of global
distribution system for airfares, of engaging in an "exclusionary
conduct to shut out competition" and "protect its monopoly
pricing power."

"Sabre has wielded its significant market power and control
through exclusionary commitments from travel agents and other
Global Distribution Systems as well as through anticompetitive
requirements placed on US Airways and other airlines in order to
sell their tickets," US Airways said in the statement.

The lawsuit, which seeks hundreds of millions of dollars in
damages from Sabre, came after the recent execution of a new
distribution agreement between Sabre Holdings and US Airways,
which was reached in late February 2011.

US Airways told Sabre Holdings during negotiations that it sought
a new contract without "exclusionary restrictions" that protect
Sabre Holdings from competition.  Sabre Holdings, however,
threatened to shut off access to US Airways if the new agreement
did not include those restrictions, forcing the airline to
acquiesce to its "my way or the highway" demands as a part of any
new deal.

"US Airways wants to be able to widely distribute its products
and services to consumers in a cost-effective and efficient way,
but Sabre continues to erect roadblocks to this goal.  US Airways
and travelers would see enormous benefits if Sabre had to compete
on a level playing field," said US Airways President Scott Kirby.

US Airways also accused Sabre Holdings of being aggressive "in
suppressing the ability of travel agents to book tickets directly
with airlines using so-called direct connections."

The airline expects that its lawsuit will not disrupt the display
or distribution of its tickets on Sabre Holdings during the
litigation.

Sabre Holdings has vowed to defend itself against the lawsuit,
which it branded as misguided.  It said the lawsuit was an
attempt by an airline to undermine a distribution model that "has
brought competition to the airline industry" by letting consumers
quickly and conveniently comparison shop for air travel,
according to an April 22, 2011 report by The Wall Street Journal.

"We intend to aggressively defend against US Airways' lawsuit,
pursue our own legal rights and take appropriate action to
protect consumers' right to a transparent marketplace," Sabre
Holdings said.

Both the Antitrust Division of the U.S. Department of Justice and
the U.S. Department of Transportation have recognized that Sabre
Holdings exercises significant market power over airlines like US
Airways.

                        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
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  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 Sept. 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.


U.S. TELEPACIFIC: Moody's Assigns B3 Rating to Credit Facility
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 (LGD4-50%) rating to
US Telepacific Corporation's $50 million expansion of its senior
secured term loan, bringing the total outstandings to $485
million. The proceeds of the new financing will be used for
general corporate purposes, including funding the acquisitions of
TeleKenex and OCIX, in addition to potential other acquisitions to
augment operations over the next twelve months.

As part of the rating action, Moody's affirmed TelePacific's B3
Corporate Family Rating (CFR) and the Probability of Default
Rating (PDR). The rating outlook remains positive from stable,
reflecting Moody's views on the positive steps the company is
taking to reposition its product portfolio to remain competitive
and address its cost structure to drive future deleveraging.

Assignments:

   -- Senior Secured 1st Lien Term Loan-B3 (LGD4-50%)

TelePacific's B3 corporate family rating reflects the Company's
high adjusted Debt/EBITDA leverage for a competitive
telecommunications company, the execution risk of integrating the
numerous acquisitions it has announced since mid-2010, along with
the challenge of repositioning its product portfolio to provide
more data-centric products to its customers and adding more
network capacity to reduce the reliance on the incumbents for the
last mile access. Moody's views the company's product
repositioning to Ethernet over copper, data center, and wireless
services as strategically appropriate to meet the growing
competition from cable operators and incumbent telcos targeting
small and medium sized business customers (SMB's). However, to
implement these initiatives TelePacific will increase capital
spending and hire more salespeople over the next year, thus
straining free cash flow generation.

The rating is supported by TelePacific's postion as the largest
CLEC in the California and Nevada markets, which are less
competitive than other regions of the country, such as the
Northeast. Moody's believes that the Company has weathered the
worst of the macroeconomic pressures in the California and Nevada
markets, and an improving economy and product mix should set the
stage to maintain revenue growth. Thus, although declining
customer accounts have had a negative impact on the top line,
TelePacific has worked to reduce churn and increase monthly
revenues from its customer base.

The positive outlook reflects Moody's view that as the Company has
successfully deleveraged from about 5.7x in early 2010 to 5.0x at
year end 2010, on a Moody's-adjusted basis, if it successfully
deploys its enhanced product set and achieves synergies from its
acquisitions, it should be in a position to delever towards the
4.0x adjusted leverage level by year end 2012. However, the higher
debt service costs and ramping up of growth initiatives in the
near term are expected to delay meaningful free cash flow
generation until after 2012.

Moody's also acknowledges the support that TelePacific's sponsors
provided in the past, by extending a $20 million letter of credit
facility to backtstop a run up of accouts payable in addition to
amending the terms of the preferred stock holdings, to which
Moody's ascribes 25% debt attribution.

Moody's believes the company will have good liquidity, aided by
its cash balances and full access to its unfuded $25 million
revolver. Moody's also expects the Company to have sufficient
cushion under its bank facility covenants.

What Could Change the Rating - Up

Given the Company's execution challenges over the next 12-24
months, upward rating pressure is unlikely at this time. However,
positive ratings actions could occur if the Company is successful
in turning around performance and deleveraging, such that its
adjusted Debt/EBITDA leverage is maintained below 4.0x.

What Could Change the Rating - Down

Moody's will likely lower TelePacific's ratings if the Company is
unable to deliver revenue and EBITDA growth or if its growth plans
consume more cash resources than envisioned, its adjusted
Debt/EBITDA leverage does not fall below 5.0x and free cash flows
remain negative over the rating horizon.

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


VERGE LIVING: AFG Suit Against Co-Borrower Stays in Nevada
----------------------------------------------------------
Magistrate Judge George Foley, Jr., denied defendant's request to
transfer the venue of the lawsuit, AFG, LLC, a Colorado limited-
liability company, v. Yossi Attia, an individual, Case No. 2:10-
cv-01296 (D. Nev.), to the United States District Court for the
Central District of California pursuant to 28 U.S.C. Sec. 1404(a).

The action involves a claim for a deficiency judgment on a
promissory note secured by a deed of trust on real property
located in Nevada.  AFG LLC filed its complaint in the Clark
County, Nevada District Court on June 11, 2010.  Defendant removed
the action to federal court on Aug. 2, 2010.

The complaint alleges that on or about Feb. 21, 2008, Verge Living
Corporation, a Nevada corporation, and the defendant, as
borrowers, jointly executed a promissory note in favor of the
Plaintiff for a loan in the principal amount of $1,660,000.  The
promissory note was secured by a deed of trust on real property
located on North First Street and North Main Street in Las Vegas,
Nevada.  The complaint alleges that Verge and Defendant failed to
make payments in accordance with the promissory note and that
Plaintiff exercised its right to declare all obligations due and
payable and to proceed with a non-judicial foreclosure pursuant to
the deed of trust.

Prior to foreclosure, Verge filed for bankruptcy in the United
States Bankruptcy Court for the District of Nevada.  Plaintiff
obtained relief from the bankruptcy stay, however, and the
foreclosure sale took place on April 8, 2010.  At the time of the
foreclosure sale, the outstanding balance due under the terms of
the promissory note was $2,675,154.67.  The foreclosure sale
"resulted in a credit of $1,400,000 to the outstanding amount
Borrowers jointly and severely (sic) owed to the Plaintiff."  This
left a deficiency owing in the amount of $1,275,154.67 which
Plaintiff seeks to recover from Defendant Attia pursuant to Nevada
Revised Statute Sec. 40.455, together with interest, costs,
expenses and attorney's fees.

Defendant bases his motion for transfer on the convenience of non-
party witnesses who may also be unwilling to travel to Nevada for
trial.  In addition to himself, Defendant states that Darren
Dunckel, the former president and CEO of Verge, Moshe J. Schnapp,
and the person most knowledgeable for Westgold Escrow Services are
expected to testify as to the facts surrounding the alleged
deficiency on the promissory note, as well as to other defenses
that Defendant has against the Plaintiff.  Defendant's motion and
declaration provided no specifics about these witnesses' expected
testimony. Defendant has indicated, however, that the promissory
note and deed of trust were changed or modified during Verge's
Chapter 11 bankruptcy and that this modification constituted a
novation that extinguished Defendant's duty, if any, to Plaintiff.
Defendant states that Mr. Dunckel has information about the
bankruptcy plan confirmation and the modification of the note and
deed of trust.

Plaintiff's counsel stated at the hearing on the Venue Transfer
Motion that the Chapter 11 plan modified Verge's obligation on the
promissory note only to the extent that it made payments in
accordance with the plan.  If Verge failed to perform under the
plan, as it allegedly failed to do, then the borrowers' original
liability under the note and deed of trust would be enforceable.
While the plan modification and possible extinguishment of
Defendant's obligation may be an issue on which witness testimony
will be necessary, based on the limited information provided, it
appears more likely that this issue will be determined by the
provisions of the Chapter 11 plan documents and the relevant
orders of the Bankruptcy Court.

Plaintiff argues that the only issue likely to be contested at
trial is the fair market value of the property at the time of the
foreclosure sale and that its appraiser, who will testify
regarding the value of the property, is located in Nevada.  As
Defendant points out, a significant number of cases have stated
that the convenience of expert witnesses need not be considered or
should be given little weight on a transfer motion.

According to Judge Foley, based on the sketchy information
regarding the importance of Defendant's non-party witnesses, this
factor does not outweigh the presumption in favor of Plaintiff's
choice of forum.  The other applicable factors, on balance, also
support denial of the motion.  Although the loan documents were
executed by Defendant in California, the action concerns a
foreclosure on Nevada real property and the claim is governed by
the Nevada deficiency judgment statute.  Although a federal
district court in California is certainly capable of applying
Nevada law, the circumstances do not otherwise justify
transferring this action to California.  As in many deficiency
judgment actions, the fair market value of the property at the
time of the foreclosure is likely to be a key trial issue and
Plaintiff's appraiser is located in Nevada.

A copy of Judge Foley's May 11, 2011 Order is available at
http://is.gd/gHStlefrom Leagle.com.

Goleta, California-based Verge Living Corporation fka The
Aquitania Corporation and fdba A. O. Bonanza Holding, LLC,
filed for Chapter 11 on April 24, 2009 (Bankr. D. Nev. Case No.
09-16295).  Robert M. Yaspan, Esq., represents the Debtor in its
restructuring efforts.  The Debtor scheduled $20,445,975 in assets
and $14,385,056 in debts.


VHGI HOLDINGS: Posts $224,200 Net Loss in March 31 Quarter
----------------------------------------------------------
VHGI Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $224,190 on $112,966 of revenues for the
three months ended March 31, 2011, compared with a net loss of
$508,060 on $145,569 of revenues for the same period of 2010.

The Company's balance sheet as of March 31, 2011, showed
$3.6 million in total assets, $1.7 million in total liabilities,
and stockholders' equity of $1.9 million.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt about VHGI Holdings, Inc.'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

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

                       http://is.gd/noI3KZ

Lexington, Ky.-based VHGI Holdings, Inc. (OTC BB: VHGI)
-- http://www.vhgigold.com/-- is a diverse company with assets
and interests focusing on opportunities within the Precious Metals
markets and Energy markets as well as some Healthcare related
assets.


VITRO SAB: Court OKs Fulbright & Jaworski as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on a final basis, Vitro Asset Corp., et al., to employ
Fulbright & Jaworski L.L.P. as counsel.

Fulbright & Jaworski is representing the Debtors in the Chapter 11
proceedings.

William R. Greendyke, partner of the law firm, assures the Court
that 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:

          Louis R. Strubeck, Jr., Esq.
          William R. Greendyke, Esq.
          FULBRIGHT & JAWORSKI L.L.P.
          2200 Ross Avenue, Suite 2800
          Dallas, TX 75201
          Tel: (214) 855-8000
          Fax: (214) 855-8200

                         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., Kurtzman Carson Consultants is the
claims and notice agent.  Alvarez & Marsal North
America LLC, is the Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Taps Alvarez & Marsal as Operations & Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Vitro Asset Corp., et al., to employ Alvarez & Marsal
North America LLC, as their operations and financial advisor.

The Debtor also employed A&M's wholly owned subsidiaries,
affiliates, agents, independent contractors and employees.

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

                         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.


WALTER CROUCH: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Lumina News reports that real estate broker and investor Walter
Lee Crouch Jr. and his wife Melinda, a New Hanover County Family
Court judge, filed for Chapter 7 bankruptcy.

According to the report, Chapter 7 bankruptcy involves
liquidation of assets to pay down debt, while Chapter 11 allows
for reorganization of debt. Crouch is a former director of the
failed Cape Fear Bank.  Mr. Crouch is a Broker affiliated with
Intracoastal Realty Corp.  Jim Wallace, Intracoastal Realty CEO
and founder, filed for personal Chapter 11 bankruptcy protection
in last fall.


WAGSTAFF MINNESOTA: Meeting of Creditors Scheduled for June 9
-------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in Wagstaff Minnesota Inc., et al.'s Chapter 11 case on June 9,
2011, at 1:30 p.m.  The meeting will be held at the US Courthouse,
Room 1017, 300 S. 4th St, Minneapolis, Minnesota.

The meeting of creditors in the case of Wagstaff Properties LLC
will be held on June 9, at 2:00 p.m.

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.

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota Inc.
(Bankr. Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher
presides the case.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtor in their restructuring efforts.
The debtors estimated assets and liabilities at $10 million to
$50 million.


WARNER MUSIC: Bain Capital Discloses 10.94% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Bain Capital Integral Investors, LLC, and its
affiliates disclosed that they beneficially own 17,039,128 shares
of common stock of Warner Music Group Corp. representing 10.94% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/H9Zxcb

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on Oct. 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


W.D. WAINWRIGHT: Guarantee Co. Suit Goes to Trial
-------------------------------------------------
Guarantee Company of North America USA, v. Sheryl B. Wainwright,
et al., Case No. 2:09-cv-1003 (M.D. Ala. Oct. 30, 2009), is filed
against several defendants in relation to performance bonds
Guarantee issued.  Guarantee filed the lawsuit against W.D.
Wainwright & Sons, Inc., the Wainwrights, First Community Bank,
Denise Poole, a notary public employed at First Community, and RLI
Insurance Company.  Guarantee requests that the Wainwrights
deposit $175,000 to secure Guarantee against any further losses
incurred in relation to WDWS's performance bonds, and that the
Wainwrights indemnify Guarantee for the losses already incurred in
accordance with the agreement.  Guarantee also requests a
declaratory judgment as to any obligation Jeff Wainwright and/or
his wife, Tracye, have to indemnify Guarantee.  The complaint also
includes counts for breach of notary obligations against Ms. Poole
and First Community, and breach of notary bond against RLI in the
event that the signatures on the Agreement are found not to be
Jeff and Tracye's.

On Jan. 20, 2011, Steve Wainwright and WDWS filed suggestions of
bankruptcy, indicating that both had filed Chapter 11 bankruptcy.
The Court dismissed Guarantee's claims against WDWS and Steve
without prejudice on Feb. 9, 2011.

Jeff and Tracye filed a motion for summary judgment on Oct. 19,
2010.  They argue that because they did not sign the Agreement,
they cannot be bound by it.  First Community filed a motion for
summary judgment on Feb. 18, 2011, arguing that the claim of
breach of notary duty should be dismissed against it on the basis
of inadequate pleading, statute of limitations, Guarantee's
failure to demonstrate evidence in support of its claim, and the
absence of vicarious liability.  Last, Ms. Poole filed a motion
for summary judgment on Feb. 18, 2010.  All of the arguments Ms.
Poole raises are also raised in First Community's motion, and Ms.
Poole incorporates by reference all of the arguments raised by
First Community.

In a May 11, 2011 Memorandum Opinion and Order, Chief District
Judge Mark E. Fuller denied the three motions for summary
judgment, holding that:

     -- whether or not Jeff and Trayce signed the Agreement is a
        genuine dispute of material fact to be resolved at trial;

     -- First Community failed to demonstrate that there is an
        absence of genuine disputes of material fact as to any of
        the elements of Guarantee's claim; and

     -- Ms. Poole raises several arguments in her motion for
        summary judgment that are identical to those raised by
        First Community, and none of Ms. Poole's arguments were
        persuasive to the Court.

A copy of the Court's ruling is available at http://is.gd/omMhUn
from Leagle.com

                   About W.D. Wainwright & Sons

W.D. Wainwright and Sons, Inc., based in Prattville, Alabama,
filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case No.
09-33507) on Dec. 23, 2009, Judge William R. Sawyer presiding.
Nancy M. Kirby, Attorney at Law -- nancykirbylaw@bellsouth.net --
serves as bankruptcy counsel.  According to its schedules, the
Company has assets of $3,014,120 and total debts of $3,772,104.
The petition was signed by Steve Wainwright, president of the
Company.


WESTINGHOUSE AIR BRAKE: Moody's Upgrades Ratings; CFR to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings for
Westinghouse Airbrake Technologies Corporation. The company's
corporate family rating as well as the ratings on its senior notes
have been raised to Ba1 from Ba2. At the same time, Moody's has
assigned to Wabtec a Speculative Grade Liquidity Rating of SGL-2.
The ratings outlook is stable.

RATINGS RATIONALE

The ratings were raised in recognition of the company's
demonstrated ability to maintain a strong competitive position
through the business cycle, owing to a good balance in its
customer base: aftermarket versus rail OEM, passenger versus
freight railroad, and U.S. versus non-U.S. customers. This has
helped to stabilize the company's revenue stream throughout the
most recent U.S. freight railcar downturn. At the same time,
Wabtec has sustained a sound financial condition, characterized by
modest debt levels and good liquidity. On $400 million of balance
sheet debt as of March 2011, which represents about 25% of
revenue, Wabtec's leverage (Debt to EBITDA) is estimated at
approximately 1.7 times, while EBIT to Interest was almost 8.5
times. These factors will provide the basis for continued strength
in credit metrics even as the company pursues growth initiatives.

Wabtec's Speculative Grade Liquidity Rating of SGL-2 reflects
Moody's assessment of a good liquidity condition.Moody's expects
that the company will generate positive free cash flow despite
increased investment that will accompany the anticipated growth in
sales over the near term, and that the company will have access to
a significant amount of its $300 million revolving credit facility
which expires in January 2013.  These are important factors that
offset the modest U.S. cash balances that the company maintains.
Wabtec has reported cash balances of $150-230 million over the
past several years. However, the company only maintains minimal
cash balances (typically less than $20 million) at its U.S.
subsidiaries, which account for over 70% of total sales. Because
of this, it is important that the company generates positive free
cash flow over the near term. Scheduled debt maturities are
manageable (about $40 million in 2011 and 2012).

The stable outlook reflects Moody's belief that, as freight car
markets improve, the company should be able to achieve sales,
margins, and cash flows at levels firmly supportive of the Ba1
rating. At the same time, Wabtec will likely continue to benefit
from participation in the aftermarket, locomotive, and transit car
sectors, complementing the rebound in demand in the OEM freight
car market in North America. The stable outlook also anticipates
that, to the extent that the company does undertake acquisitions
over the near term, such purchases will not entail any material
increase in integration risk or leverage, and that the company
will be able to modestly reduce its credit facility drawings
through use of its free cash flows. In addition, Moody's believes
that the company is not likely to substantially increase its share
repurchase activity over the next 12 months.

Wabtec's outlook could be changed to positive if the company can
grow its revenue base through the cycle, expanding its geographic
base globally, without substantially increasing debt levels or
undertaking sizeable or risky acquisitions. In addition, further
improvement in the company's liquidity condition, including the
maintenance of stronger U.S.-based cash balance and the
restoration of full access to a renewed revolving credit facility,
will be important for upward ratings consideration. Conversely,
the ratings or their outlook may be lowered if the company were to
increase debt substantially for any reason, share repurchases or
large leveraged acquisitions in particular, possibly resulting in
Debt/EBITDA of above 4.0 times or if EBIT to Interest of below 3.0
times

Upgrades:

   Issuer: Westinghouse Air Brake Technologies Corp.

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

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
      from Ba2

Assignments:

   Issuer: Westinghouse Air Brake Technologies Corp.

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

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

Westinghouse Air Brake Technologies Corporation headquartered in
Wilmerding, Pennsylvania is a global provider of highly engineered
products and services for the rail and transit industries.


WORLDHUB GROUP: Ch. 7 Trustee's Suit v. Voice Solutions Continues
-----------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir, signed off on stipulations
between Lori Simpson, the Chapter 7 Trustee of WorldHub Group,
LLC, and Voice Solutions, LLC, extending the time for Voice
Solutions to file its Reply to the Chapter 7 Trustee's Opposition
to Motion for Summary Judgment from May 4, 2011 to and including
May 24, 2011, in the adversary proceeding captioned, Loris S.
Simplson, Chapter 7 Trustee for WorldHub Group, LLC, v. Voice
Solutions, LLC, Adv. Proc. No. 10-00185 (Bankr. D. Md.).

A copy of the Court's May 12, 2011 order approving the parties'
Stipulation is available at http://is.gd/43aWI0from Leagle.com.

Counsel for Defendant is:

          Tammy Cohen Drescher, Esq.
          SELLMAN HOFF, LLC
          201 North Charles Street, Suite 1331
          Baltimore, MD 21201
          Tel: (410) 332-4151
          E-mail: tdrescher@sellmanhoff.com

Counsel for the Plaintiff/Trustee is:

          Cynthia L. Leppert, Esq.
          NEUBER, QUINN, GIELEN, RUBIN & GIBBER, P.A.
          One South St., 27th Floor
          Baltimore, MD 21202
          Tel: (410) 332-8529
          E-mail: cll@nqgrg.com

WorldHub Group, LLC, filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 08-14008) on March 4, 2008.


WORLDHUB GROUP: Ch. 7 Trustee's Suit v. Delmarva Online Continues
-----------------------------------------------------------------
Lori Simpson, Chapter 7 Trustee for WorldHub Group, LLC, agrees to
extend the time for Delmarva Online, LLC, to file its Reply to the
Chapter 7 Trustee's Opposition to Motion for Summary Judgment from
May 4, 2011 to and including May 24, 2011, in the adversary
proceeding captioned, Lori S. Simplson, Chapter 7 Trustee for
WorldHub Group, LLC, v. Delmarva Online, LLC, Adv. Proc. No.
10-00186 (Bankr. D. Md.). A copy of the Stipulation, approved by
Bankruptcy Judge Duncan W. Keir on May 12, 2011, is available at
http://is.gd/43aWI0from Leagle.com.

Counsel for Defendant is:

          Tammy Cohen Drescher, Esq.
          SELLMAN HOFF, LLC
          201 North Charles Street, Suite 1331
          Baltimore, MD 21201
          Tel: (410) 332-4151
          E-mail: tdrescher@sellmanhoff.com

Counsel for the Plaintiff/Trustee is:

          Cynthia L. Leppert, Esq.
          NEUBER, QUINN, GIELEN, RUBIN & GIBBER, P.A.
          One South St., 27th Floor
          Baltimore, MD 21202
          Tel: (410) 332-8529
          E-mail: cll@nqgrg.com

WorldHub Group, LLC, filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 08-14008) on March 4, 2008.


* Marc Carmel Joins Paul Hastings' Restructuring Practice
---------------------------------------------------------
Paul Hastings disclosed that Marc Carmel has joined Paul Hastings
in our Restructuring practice.  Based in the firm's Chicago
office, Mr. Carmel's practice focuses on protecting and advancing
the interests of distressed companies and parties seeking to
purchase distressed assets in commercial workouts and Chapter 11
reorganization cases.

On the transactional side, Mr. Carmel has a broad range of
experience, including advising clients with respect to
restructuring planning, distressed acquisitions, negotiating
lending agreements, drafting and implementing Chapter 11 plans of
reorganization, and fiduciary duties of directors and officers.
Mr. Carmel's litigation experience includes aggressively defending
his clients' various interests in contested matters and adversary
proceedings.

Mr. Carmel received his law degree from Harvard Law School and a
Masters of Accounting and Bachelor of Business Administration from
the University of Michigan, Ann Arbor.

To read Marc Carmel's full biography, view the Web site at

http://www.paulhastings.com/ProfessionalDetail.aspx?ProfessionalId
=114959

Paul, Hastings, Janofsky & Walker LLP --
http://www.paulhastings.com-- is an international law firm with
offices in Asia, Europe, and the United States.  It provides
legal solutions to financial institutions and Fortune 500
companies.


* BOND PRICING -- For Week From May 9 to 13, 2011
-------------------------------------------------

  Company           Coupon   Maturity   Bid Price
  -------           ------   --------   ---------
AMBAC INC             9.50  2/15/2021     11.75
AMBAC INC             7.50   5/1/2023     15.35
AMBAC INC             5.95  12/5/2035     10.00
AMBAC INC             6.15   2/7/2087      1.31
AHERN RENTALS         9.25  8/15/2013     47.00
AMBASSADORS INTL      3.75  4/15/2027     43.52
BANK NEW ENGLAND      8.75   4/1/1999     13.50
BANK NEW ENGLAND      9.88  9/15/1999     13.75
BANKUNITED FINL       6.37  5/17/2012      5.50
BANKUNITED FINL       3.13   3/1/2034      6.75
CAPMARK FINL GRP      5.88  5/10/2012     58.50
CENX-CALL05/11        1.75   8/1/2024     99.62
CS FINANCING CO      10.00  3/15/2012      3.00
DUNE ENERGY INC      10.50   6/1/2012     70.75
EDDIE BAUER HLDG      5.25   4/1/2014      4.00
ENERGY CONVERS        3.00  6/15/2013     50.25
F-CALL05/11           6.30  5/20/2014     99.75
FRANKLIN BANK         4.00   5/1/2027      5.49
FAIRPOINT COMMUN     13.13   4/2/2018      1.25
GREAT ATLANTIC        9.13 12/15/2011     21.70
GREAT ATLA & PAC      6.75 12/15/2012     26.25
HARRY & DAVID OP      9.00   3/1/2013     17.50
HSBC FINANCE CRP      6.75  5/15/2011     99.63
IPMT-CALL06/11        9.75  5/15/2014    102.50
KEYSTONE AUTO OP      9.75  11/1/2013     40.00
LEHMAN BROS HLDG     12.12  9/11/2009      5.39
LEHMAN BROS HLDG     22.65  9/11/2009     24.00
LEHMAN BROS HLDG      6.00   4/1/2011     15.00
LEHMAN BROS HLDG      4.50   8/3/2011     23.75
LEHMAN BROS HLDG      6.63  1/18/2012     25.00
LEHMAN BROS HLDG      5.25   2/6/2012     25.00
LEHMAN BROS HLDG      6.00  7/19/2012     24.88
LEHMAN BROS HLDG      3.00 11/17/2012     24.25
LEHMAN BROS HLDG      5.00  1/22/2013     24.63
LEHMAN BROS HLDG      5.63  1/24/2013     25.30
LEHMAN BROS HLDG      5.10  1/28/2013     24.63
LEHMAN BROS HLDG      5.00  2/11/2013     24.63
LEHMAN BROS HLDG      4.80  2/27/2013     24.63
LEHMAN BROS HLDG      4.70   3/6/2013     24.63
LEHMAN BROS HLDG      5.00  3/27/2013     24.63
LEHMAN BROS HLDG      5.75  5/17/2013     25.00
LEHMAN BROS HLDG      4.80  3/13/2014     24.13
LEHMAN BROS HLDG      5.15   2/4/2015     24.25
LEHMAN BROS HLDG      5.25  2/11/2015     24.63
LEHMAN BROS HLDG      8.80   3/1/2015     24.63
LEHMAN BROS HLDG      6.00  6/26/2015     24.00
LEHMAN BROS HLDG      8.50   8/1/2015     23.50
LEHMAN BROS HLDG      5.00   8/5/2015     24.63
LEHMAN BROS HLDG      6.00 12/18/2015     24.25
LEHMAN BROS HLDG      8.92  2/16/2017     25.75
LEHMAN BROS HLDG      8.05  1/15/2019     24.25
LEHMAN BROS HLDG     11.00  6/22/2022     24.50
LEHMAN BROS HLDG     11.00  7/18/2022     24.50
LEHMAN BROS HLDG     11.00  8/29/2022     24.38
LEHMAN BROS HLDG      9.50 12/28/2022     24.63
LEHMAN BROS HLDG      9.50  2/27/2023     23.01
LEHMAN BROS HLDG      9.00   3/7/2023     23.63
LEHMAN BROS HLDG     10.00  3/13/2023     23.85
LEHMAN BROS HLDG     18.00  7/14/2023     24.63
LEHMAN BROS HLDG     10.38  5/24/2024     24.63
LEHMAN BROS INC       7.50   8/1/2026     15.00
LEHMAN BROS HLDG     11.00  3/17/2028     23.75
LTX-CREDENCE          3.50  5/15/2011     95.33
MAJESTIC STAR         9.75  1/15/2011     20.13
MTN-CALL05/11         6.75  2/15/2014    100.38
MTN-CALL05/11         6.75  2/15/2014    101.00
NEBRASKA BOOK CO      8.63  3/15/2012     81.49
NEWPAGE CORP         10.00   5/1/2012     40.50
NEWPAGE CORP         12.00   5/1/2013     12.50
RESTAURANT CO        10.00  10/1/2013     13.00
RIVER ROCK ENT        9.75  11/1/2011     89.20
RASER TECH INC        8.00   4/1/2013     29.76
SBARRO INC           10.38   2/1/2015     19.50
THORNBURG MTG         8.00  5/15/2013      6.25
TRANS-LUX CORP        8.25   3/1/2012     14.00
TRANS-LUX CORP        9.50  12/1/2012     15.25
TIMES MIRROR CO       7.25   3/1/2013     49.10
MOHEGAN TRIBAL        8.38   7/1/2011     91.00
TRICO MARINE          3.00  1/15/2027      4.75
TEXAS COMP/TCEH       7.00  3/15/2013     29.00
VIRGIN RIVER CAS      9.00  1/15/2012     48.50
WCI COMMUNITIES       9.13   5/1/2012      3.70
WCI COMMUNITIES       7.88  10/1/2013      0.40
WILLIAM LYONS         7.63 12/15/2012     55.25
WOLVERINE TUBE       15.00  3/31/2012     30.00
WASH MUT BANK FA      5.65  8/15/2014      0.27



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***