TCR_Public/110517.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 17, 2011, Vol. 15, No. 135

                            Headlines

12 BYFIELD: Creditor USA Bank Wants Case Converted to Chapter 7
64TH PLACE: Case Summary & 14 Largest Unsecured Creditors
ADVOCATE FINANCIAL: DeSonier Settles Claims for $100,000
AHI-CHAMPAIGN, LLC: Voluntary Chapter 11 Case Summary
ALISO COMMONS: Hearing on Case Dismissal Continued Until May 24

ALLEN CAPITAL: Lenders Seek More Information on Plan
ALPHA NATURAL: Moody's Confirms 'Ba2' Corporate Family Rating
AMBAC FIN'L: Agrees to Lift Stay to Allow $27.1-Mil. Settlement
AMBAC FIN'L: Wants Removal Period Extended Until Dec. 5
AMBAC FIN'L: Reports $819.3-Mil. First Quarter Net Loss

AMBASSADORS INT'L: Wins OK for Richards Layton as Co-Counsel
AMBASSADORS INT'L: Committee Taps Kelley Drye as Counsel
AMERICAL APPAREL: Incurs $20.7 Million First Quarter Net Loss
AMERICAN DIAGNOSTIC: Committee Wins OK for K&L Gates as Counsel
ASSOCIATED BANK: S&P Raises Ratings on 4 Bond Issues From 'BB+'

ATP OIL: S&P Affirms 'CCC+' CCR; Outlook Revised to Negative
BANNING LEWIS: Term Lenders Oppose Auction Absent Plan
BARNES BAY: Creditors End Fight for Chapter 11 Trustee
BAYOU GROUP: Wins Jury's Backing in $13-Million Clawback Row
BEVERLY HILLS: Case Summary & 15 Largest Unsecured Creditors

BIOLASE TECHNOLOGY: Files Form 10-Q; Posts $750,000 Loss in 1Q
BIORELIANCE CORP: Moody's Upgrades First Lien Debt to 'B1'
BLOCKBUSTER INC: Dish Wants NCR to Stop Using Trademark
CAMTECH PRECISION: Court Extends Units' Plan Filing Until June 4
CENTRAL KENTUCKY: Case Summary & 20 Largest Unsecured Creditors

CHOA VISION: Creditors Object to Plan Outline; Hearing Today
CHRYSLER LLC: Judge Junks Old Carco's Fraud Suit Against Daimler
CHRYSLER LLC: May Reduce Loan Portion of $7-Bil. Financing Bid
COLLIER LAND: Hearing on Plan Filing Extension Set for May 26
CORDIA COMMUNICATIONS: Taps DSI to Provide Restructuring Services

CORNERSTONE BANCSHARES: Reports $252,275 First Quarter Net Income
CYPRESS TOWERS: Voluntary Chapter 11 Case Summary
DELTA PETROLEUM: Incurs $30.3 Million 1st Quarter Net Loss
DINEEQUITY INC: Fitch Affirms 'B' Issuer Default Rating
E-DEBIT GLOBAL: Incurs $229,000 First Quarter Net Loss

EARTHLINK INC: Moody's Says Downsized Offering Has No Impact
ECOSPHERE TECHNOLOGIES: Incurs $3.74MM Net Loss in March 31 Qtr.
EH HOLDING: S&P Rates Corp. Credit & $1Bil. Sr. Notes 'B+'
EMMIS COMMUNICATIONS: Incurs $11.5-Mil. Loss Yr. Ended Feb. 28
EPICEPT CORP: Incurs $2.5-Mil. Net Loss in First Quarter

EVERGREEN SOLAR: Hires Advisors; Has $33.4-Mil. Q1 Net Loss
EXIDE TECHNOLOGIES: Wants Until July 31 to Object to Claims
EXIDE TECHNOLOGIES: Proposes to Settle NOAA, EPA Claims
EXIDE TECHNOLOGIES: Has Settlement With California Agency
EXOPACK HOLDING: Moody's Affirms B2 CFR, Outlook Negative

FIRST PHYSICIANS: Launches New Business Model & Completes Sales
FIRSTLIGHT HYDRO: S&P Affirms 'BB-' CCR; Outlook is Stable
FIRSTLIGHT POWER: S&P Cuts Rating on First-Lien Debt to 'BB-'
FISHER ISLAND: U.S. Trustee Appoints James Feltman as Examiner
FONAR CORP: Regains Compliance with NASDAQ's Requirement

GLOBAL DIVERSIFIED: To Effect a 1-for-2,500 Reverse Stock Split
GMX RESOURCES: Incurs $51.8 Million Net Loss in 1st Quarter
GNK, LLC: Voluntary Chapter 11 Case Summary
HARRY & DAVID: Wants to Cancel Pension Plan to Ensure Exit Funding
HASSEN REAL ESTATE: S.A.R.E. Determination Hearing Set for June 1

HORIZON LINES: BlackRock Discloses 6.4% Equity Stake
HOUGHTON MIFFLIN: Moody's Says Revised Refinancing Terms No Effect
HUGHES TELEMATICS: Incurs $22.7-Mil. First Quarter Net Loss
INNKEEPERS USA: Disclosure Disputes Resolved, Confirmation Set
ISTAR FINANCIAL: Files Form 10-Q; Posts $83.9-Mil. Q1 Income

JAMES RIVER: Incurs $7.6-Mil. First Quarter Net Loss
JAMES RIVER: BlackRock Discloses 11% Equity Stake
JAVO BEVERAGE: Effective Date of Plan Occurred on May 13
JETBLUE AIRWAYS: Posts $3-Mil. First Quarter Net Income
JUMA TECHNOLOGY: Suspending Filing of Reports with SEC

KANSAS CITY: S&P Raises CCR to 'BB'; Outlook is Stable
KENTUCKIANA HOSPITAL: U.S. Trustee Seeks Case Dismissal
LA DODGERS: MLB Preparing on Ch. 11 Petition by Owner
LA JOLLA: Conversion Price of Preferred Stock Adjusted
LA JOLLA: Has 2.16 Million Common Shares Issued and Outstanding

LAKOTA CANYON: Case Summary & 20 Largest Unsecured Creditors
LIBBEY INC: Files Form 10-Q; Posts $1-Mil. 1st Qtr. Net Loss
LOCAL INSIGHT: Court OKs Duff & Phelps as Valuation Consultants
LOMBARD PUBLIC: S&P Raises Issuer Rating to 'B-'; Outlook is Neg.
MACROSOLVE INC: Incurs $507,405 Net Loss in March 31 Quarter

MAJESTIC STAR: Fighting Tax Bill to Implement Plan
MARONDA HOMES: Files Schedules of Assets and Liabilities
MARONDA HOMES: Gets Interim Nod to Use Cash Collateral 'til May 31
MERUELO MADDUX: Has Final OK to Use Cash Collateral Until July 31
METROPARK USA: Court Extends Filing of Schedules Until June 17

METROPARK USA: Has OK To Hire Omni Management as Claims Agent
METROPARK USA: Seeks to Sell Intellectual Property, Store Leases
MICROBILT CORP: Court OKs Maselli Warren as Litigation Counsel
MOLECULAR INSIGHT: Files Form 15 to Deregister Common Stock
MORGANS HOTEL: FMR LCC Discloses 0.248% Equity Stake

MPC CORP: Amended Plan of Liquidation Effective
NEVADA STAR: Court OKs Eastern Consolidated as Real Estate Broker
NEW STREAM: Has Final OK for Up To $56.8-Mil. of DIP Financing
NEW YORK DOUBLE: Case Summary & 3 Largest Unsecured Creditors
PACIFIC FIRST: Case Summary & 2 Largest Unsecured Creditors

PHILLIPS RENTAL: Court Grants Additional 120 Days to File Plan
PHILLIPS RENTAL: Taps Wayne Turbyfield to Aid in Accounting Needs
PILGRIM'S PRIDE: S&P Affirms 'BB-' CCR; Outlook Revised to Neg.
PINNACLE HILLS: Files Schedules of Assets and Liabilities
PINNACLE HILLS: Files New List of 20 Largest Unsecured Creditors

PROMETRIC INC: S&P Puts 'BB-' CCR on Watch with Pos. Implications
QIMONDA N.A.: Recovers $11.75 Million From G2 Technology
QUANTUM CORP: Names David Roberson to Board of Directors
QUINTILES TRANSNATIONAL: S&P Affirms 'BB-' CCR; Outlook is Stable
R AND C INT: Voluntary Chapter 11 Case Summary

RCI REGIONAL: Taps Levene Neale to Handle Reorganization Case
RCI REGIONAL: Files Schedules of Assets and Liabilities
REIDHEAD SAND: Case Summary & 20 Largest Unsecured Creditors
RUMSEY LAND: Shilliday No Longer Part of Kutner Miller Firm
SBARRO INC: Committee Taps Mesirow as Financial Advisor

SBARRO INC: Files Schedules of Assets & Liabilities
SEAHAWK DRILLING: Amends Schedules of Assets and Liabilities
SEAHAWK DRILLING: Asks Court to Okay $14.25MM Wind Down Financing
SECURUS HOLDINGS: Moody's Assigns B1 to New Credit Facilities
SILGAN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable

SILGAN HOLDINGS: S&P Keeps 'BB+' CCR on Watch Negative
SOMERSET PROPERTIES: 6th Interim Cash Coll. Order Issued May 4
SUPERCONDUCTOR TECHNOLOGIES: Posts $3.7MM Net Loss in April 2 Qtr.
TAPATIO SPRINGS: Can Employ Stouffer & Associates as Appraiser
TAPATIO SPRINGS: Court Denies Joint Motion to Sell Property

TBS INTERNATIONAL: Incurs $17.96-Mil. Net Loss in First Quarter
TBS INTERNATIONAL: To Sell 30,000 Series B Preference Shares
TBS INTERNATIONAL: To Offer Rights to Buy 312,184 Pref. Shares
THORNBURG MORTGAGE: Judge Allows Execs' Claims to Shift Liability
TRANS-LUX CORPORATION: GAMCO Asset Discloses 3.58% Equity Stake

TRANSAX INTERNATIONAL: Redemption of YA Preferred Shares Okayed
UNIGENE LABORATORIES: Files Form 10-Q; Posts $6.6-Mil. Q1 Loss
US AIRWAYS: Ready to Increase Fares to Fight Costs
US AIRWAYS: Employees Share $47 Million in Profit
UTSTARCOM INC: Incurs $10.5-Mil. First Quarter Net Loss

VEY FINANCE: Case Summary & 18 Largest Unsecured Creditors
VITESSE SEMICONDUCTOR: Chief Financial Officer Yonker to Retire
VITRO SAB: Chapter 15 Case Moving From New York to Texas Court
VITRO SAB: Affiliates Amends List of 20 Largest Unsec. Creditors
WARNER MUSIC: To be Acquired by Access Industries for $3.3-Bil.

WARNER MUSIC: Incurs $39 Million Net Loss in March 31 Quarter
WARNER MUSIC: Edgar Bronfman Discloses 7.9% Equity Stake
WASHINGTON MUTUAL: Appraisals Caused $283M Losses, FDIC Says
WATER STREET: Case Summary & 6 Largest Unsecured Creditors
WAVERLY GARDENS: Wants to Obtain $75,000 Loan from First Tennessee

WHITTON CORP: Can Use Bank of America Cash Collateral Until May 25
WHITTON CORP: Can Borrow up to $875,000 from Ruby and Silver
WJO INC: Use of Tristate Collateral Extended Until July 1
WJO INC: Wants Lease Decision Deadline Moved to Aug. 29
YONKERS RACING: S&P Cuts Notes Rating to 'B+' on $100MM Upsize

* S&P's Global Corporate Defaults List Has 15 So Far
* S&P's Says Deleveraging Slowing as Consumer Credit Rises

* Gregg Galardi Joins DLA Piper's Restructuring Team in New York

* Large Companies With Insolvent Balance Sheets


                            *********


12 BYFIELD: Creditor USA Bank Wants Case Converted to Chapter 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District Of New York
will convene a hearing on May 20, 2011, at 10:00 a.m., to consider
creditor USA Bank's request to convert the Chapter 11 case of 12
Byfield, LLC, to one under Chapter 7 of the Bankruptcy Code.

USA Bank, a division of New Century Bank, is represented by:

         James G. Verrillo, Esq.
         Elana C. Bloom, Esq.
         ZEISLER & ZEISLER, P.C.
         558 Clinton Avenue
         Bridgeport, CT 06605
         Tel: (203) 368-4234
         E-mail: ebloom@zeislaw.com

Redding, Connecticut-based 12 Byfield, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-22740) on
April 16, 2010.  Richard J. Bernard, Esq., at Baker & Hostetler
LLP, assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts as of the Chapter 11 filing.


64TH PLACE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 64th Place, LLC
        6100 Center Drive, #1200
        Los Angeles, Ca 90045

Bankruptcy Case No.: 11-30741

Chapter 11 Petition Date: May 12, 2011

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

Judge: Barry Russell

Debtor's Counsel: Richard H. Gibson, Esq.
                  GIBSON LAW PC
                  21800 Oxnard Street, #310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950
                  Fax: (818) 716-7995
                  E-mail: RickGibsonLaw@gmai.com

Scheduled Assets: $928,481

Scheduled Debts: $1,660,014

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-30741.pdf

The petition was signed by Charles Quarles, president of The
Bedford Group, managing member.


ADVOCATE FINANCIAL: DeSonier Settles Claims for $100,000
--------------------------------------------------------
Louis M. Phillips, in his capacity as the Chapter 11 trustee
for the bankruptcy estate of Advocate Financial, LLC, asks the
Bankruptcy Court for permission to execute a letter agreement with
James P. DeSonier, individually, and as proprietor of James P.
DeSonier, Attorney at Law, compromising the payment of Mr.
DeSonier's debt to Advocate's estate while avoiding any
unnecessary litigation costs.

Advocate on May 2, 2007, filed a Petition for Damages against Mr.
DeSonier commencing Case No. 2007-12114 in the 22nd Judicial
District Court for the Parish of St. Tammany, Louisiana, and a
judgment in favor of Advocate was entered on Jan. 11, 2010, for
$306,500.  Mr. DeSonier appealed.

Mr. DeSonier filed a Chapter 13 petition on Oct. 5, 2010.  The
Chapter 13 petition was dismissed on Jan. 26, 2011.

Pursuant to the Letter Agreement, Mr. DeSonier will dismiss the
State Court Appeal styled as Advocate Financial, L.L.C. v. James
P. DeSonier, individually and as Proprietor of James DeSonier,
Attorney at Law, Case No. 2011-CA-0283, First Circuit Court of
Appeal, State of Louisiana.  He agrees to be liable for $306,500.
He will make a cash payment of $100,000 payable to the Chapter 11
Trustee -- (i) $50,000 as initial payment and (ii) $50,000 as
final payment to be made within 90 days of execution of the Letter
Agreement.  The Advocate estate will suspend the accrual of
additional interest and forbear from exercising any rights to
collect the debt for 120 days, subject to all other components of
the Letter Agreement being finalized.

                 About Advocate Financial, L.L.C.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as Chapter 11
trustee in the reorganization case of Advocate Financial.


AHI-CHAMPAIGN, LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: AHI-Champaign, LLC
        602 West Marketview Drive
        Champaign, IL 61822

Bankruptcy Case No.: 11-90945

Chapter 11 Petition Date: May 12, 2011

Court: U.S. Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Jason S. Bartell, Esq.
                  BARTELL, BARICKMAN & POWELL, LLP
                  2919 Crossing Court, Suite 10
                  Champaign, IL 61822
                  Tel: (217) 352-5900
                  Fax: (217) 352-0182
                  E-mail: jbartell@jbar2.com

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

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

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

The petition was signed by Mahmoud Morad of Hospitality Investment
Grp, LLC, manager.


ALISO COMMONS: Hearing on Case Dismissal Continued Until May 24
---------------------------------------------------------------
The Hon. Theodor Albert of the U.S. Bankruptcy Court for the
Central District of California has continued until May 24, 2011,
at 10:30 a.m., the hearing to consider the request to dismiss the
Chapter 11 case of Aliso Commons Corner LLC.

As reported in the Troubled Company Reporter on April 12, 2011,
American Security, a secured creditor, is asking that the Court
dismiss or convert the Debtor's case, or prohibit or condition the
use of cash collateral, explaining that:

   -- the Debtor has not cured its mismanagement or improved its
      dismal chances of reorganizing -- consistent with its first
      case dismissed on Dec. 7, 2010 -- and the case is merely the
      continuation of Debtor's tactics to delay an inevitable
      foreclosure of its real property.

   -- The Debtor failed to collect rents and CAM charges, some of
      which are not being paid due to Debtor's failure to obtain
      final certificates of occupancy.  The Debtor has also failed
      to respond to a tenant's requests to enter into a non-
      disturbance agreement and for disbursement of rents
      currently maintained in escrow.  The failure places that
      tenancy in jeopardy to the detriment of creditors.

   -- The Debtor also lacks the ability to reorganize as it does
      not have ability to cure its defaults (albeit uncurable)
      under its Development Agreement with the City of Aliso
      Viejo.  The Debtor lacks the ability to satisfy certain
      requirements which include devotion of substantial funds for
      community enhancement and safety measures or payment of a
      Parkland Fee of $2,497,500 by March 2010 and commencement of
      certain construction.

   -- Finally, the Debtor failed to obtain the bank's consent to
      use cash collateral.  Despite the bank's efforts since
      December 2010, for an accounting and information relating to
      collections and operations, the Debtor has failed to
      respond.

                     About Aliso Commons Corner

Capistrano, California-based, Aliso Commons Corner LLC, filed for
Chapter 11 protection (Bankr. Case No. 10-27372) on Dec. 8, 2010.
The Law Offices of Todd B. Becker represents the Debtor in its
restructuring effort.  The Debtor disclosed $12,259,356 in assets
and $9,721,851 in liabilities as of the Chapter 11 filing.


ALLEN CAPITAL: Lenders Seek More Information on Plan
----------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Compass Bank and
other secured creditors of the Dallas Logistics Hub development
demanded more details regarding the Debtor's latest reorganization
plan, which seeks to scale back the project and shed $60 million
in debt.  Law360 says the secured creditors denounced DLH Master
Land Holding LLC's disclosure statement for its fifth amended
Chapter 11 plan, claiming the Debtor has failed to provide
adequate information about the proposed sale or surrender roughly
half of the land, the lynchpin of the restructuring.

As reported in the Dec. 22, 2011 edition of the Troubled Company
Reporter, Allen Capital Partners, LLC, and DLH Master Land Holding
has filed a Chapter 11 plan that contemplates the Debtors
obtaining a combination of one or more term loans or equity
contributions totaling $30 million to $50 million as exit
financing, using some of those monies to obtain releases of
collateral which would then be pledged as security to support the
exit financing facility.  According to the Disclosure Statement,
the remaining exit financing proceeds will be used to pay the DIP
loan, fund post-Effective Date operations, pay Chapter 11 expenses
and provide certain cash outs to certain small unsecured creditors
willing to deeply discount their claims for cash, provide an
interest reserve and finance the construction of certain
improvements.  The Debtors are discussing the financing with a
number of potential sources, but do not currently have a
commitment.  A full-text copy of the Disclosure Statement is
available for free at http://bankrupt.com/misc/AllenCapital_DS.pdf

                         About Allen Capital

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

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

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

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


ALPHA NATURAL: Moody's Confirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 corporate family
rating of Alpha Natural Resources, Inc. (Alpha), assigned a Ba3
rating to the company's proposed $1.5 billion senior note
offering, confirmed the Ba3 rating for the 7.25% senior notes
issued by subsidiary Foundation PA Coal Company, and maintained
the company's SGL-1 speculative grade liquidity rating. This
completes Moody's review for possible downgrade that began on
January 31, 2011, when Alpha announced its $8.5 billion
acquisition of Massey Energy Company (Massey). Moody's expects all
conditions for an early June closing of the Massey acquisition
will be met. Alpha's rating outlook is stable.

Moody's rating confirmation considers the high proportion (about
75%) of equity consideration that Alpha is using for the Massey
acquisition and Alpha's modest level of pre-acquisition debt. As a
result, while Alpha's debt will rise by about $2.1 billion due to
the acquisition, it will remain relatively lowly levered at
approximately 2.2x EBITDA on a pro forma basis. The rating
confirmation also acknowledges the potential to realize at least
$150 million of annual marketing, operating and administrative
synergies from the business combination and the favorable
prospects for increased revenues and earnings fueled by higher
metallurgical (met) coal prices and global demand, although
Moody's believes this will be dampened by sluggish domestic demand
for thermal coal. Moody's believes the positive attributes of the
business combination mitigate the risks related to the Upper Big
Branch (UBB) mine disaster as well as other litigation and
operational challenges that Alpha will inherit from Massey.

In connection with the Massey acquisition, Alpha plans to tender
for or redeem Massey's senior unsecured notes and convertible
notes, in which case Moody's will withdraw Massy's ratings,
including its B1 corporate family rating (CFR).

RATINGS RATIONALE

Alpha's Ba2 CFR considers its size pro forma for the Massey merger
as it becomes one of the top three U.S. coal companies in terms of
production and reserves, its operating diversity with
approximately 150 coal mines and a presence in Appalachia and the
Powder River Basin (PRB), its ability to export coal though
several East Coast and Gulf terminals, and blending opportunities
and synergies that arise from the Massey merger. Financially, the
rating reflects the company's conservative financial policies,
modest leverage, a history of solid cash flow, and very good
liquidity.

Challenges for the Ba2 CFR include possible weakness for thermal
coal prices in the wake of flat coal-fired electricity generation
and low natural gas prices, the uncertain longevity of record high
met coal prices, inflationary cost pressures, and the inherent
geological and operating risk associated with mining. In addition,
mine productivity and costs have been adversely impacted by the
fallout from Massey's UBB mine disaster and subsequent heightened
MSHA attention to mine safety. Furthermore, the outcome and costs
of various claims, charges and lawsuits related to UBB remain
unresolved.

Alpha's stable outlook reflects its strong liquidity pro forma for
the new financing arrangements, committed sales contracts with
firm prices for approximately 94% and 50%, respectively, of 2011
and 2012 anticipated coal production, and favorable met coal
prices and demand. Credit metrics that would indicate a readiness
for an upgrade include leverage below 2x EBITDA (all ratios
include Moody's adjustments), free cash flow to debt above 10%,
and EBIT to interest above 3.5x. Moody's believes Alpha will
achieve these metrics within six to 12 months after closing on the
Massey acquisition. More importantly, a possible upgrade looks for
the smooth integration of Massey, resolution of UBB and other
issues related to Massey, the capture of merger synergies, and
evidence of progress on such measures as mine safety, regulatory
compliance, and labor turnover, as well as cost control. Factors
that could lead to a downgrade include a deterioration of prices,
unending cost increases, and permitting, regulatory, or litigation
matters that impact output and costs. An increase in leverage
above 3x EBITDA, persistent free cash flow to debt below 5%, EBIT
to interest below 2.5x, or an erosion of liquidity would be signs
pointing to a possible downgrade.

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

Alpha Natural Resources, headquartered in Abingdon, Virginia, is
one of the top three U.S. coal companies and one of the top global
suppliers of met coal. It has operations in West Virginia,
Kentucky, Pennsylvania, Virginia, and Wyoming and 2010 pro forma
coal sales of approximately 122 million tons, including 20 million
tons of met coal. Pro forma for its merger with Massey Energy,
Alpha had revenues of over $7 billion for the 12 months ended
March 31, 2011.


AMBAC FIN'L: Agrees to Lift Stay to Allow $27.1-Mil. Settlement
---------------------------------------------------------------
Ambac Financial Group, Inc., asks Judge Shelley C. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to
enter a stipulation and order that will permit a district court's
preliminary approval of a $27.1 million settlement among parties
in certain securities class actions against AFG.

As previously reported, in December 2010, AFG entered into a
memorandum of understanding with plaintiffs in the securities
class actions for the settlement of those actions for $27.1
million.

AFG and certain of its current or former officers have been named
in those lawsuits alleging violations of federal securities
lawsuits, namely:

  (1) a consolidated class action captioned In re Ambac Fin.
      Group, Inc. Sec. Litig., No 08-cv-411-NRB before the U.S.
      District Court for the Southern District of New York.  In
      August 2008, the lead plaintiffs in the Ambac Class
      Action, the Public School Teachers' Pension & Retirement
      Fund of Chicago, Arkansas Teacher Retirement System, and
      Public Employees' Retirement System of Mississippi filed
      the operative complaint.

  (2) a putative class action entitled Tolin v. Ambac Financial
      Group, Inc., et al., No. 08-cv-11241-CM.  An amended class
      action complaint in the Tolin Action was filed in January
      2009, asserting violations of federal securities laws
      against AFG and certain of its directors and officers, on
      behalf of a putative class of persons who purchased or
      acquired Structured Repacked Asset-Backed Trust
      Securities, Callable Class A Certificates, Series 2007-1,
      STRATS (SM) Trust for Ambac Financial Group, Inc.
      Securities, Series 2007-1.

In addition, certain shareholders commenced derivative actions
against AFG's directors and officers, which were consolidated
into these cases: In re Ambac Financial Group, Inc. Derivative
Litigation, No. 08-cv-854-SHS (S.D.N.Y.), In re Ambac Financial
Group, Inc. Shareholder Derivative Litigation, C.A. No. 3521-VCL
(Del. Ch.), and In re Ambac Financial Group, Inc. Shareholder
Derivative Litigation, No. 650050/2008E (N.Y. Sup.).

                   Settlement Stipulation

In December 2010, AFG and certain of its present or former
officers or directors and certain underwriters who are defendants
in the Securities Class Actions entered into the MOU for
settlement of both of the Securities Class Actions.

In December 2010, the Lead Plaintiffs in Ambac Financial Group,
Inc. Securities Litigation and the underwriter defendants also
executed an MOU reflecting an agreement to settle the clams in
the Ambac Class Action against the Underwriter Defendants and
their related parties.  Similarly, the Lead Plaintiffs, the named
plaintiffs in the Tolin Action, the settling defendants, and four
insurers who provide directors' and officers' liability insurance
to certain present or former officers or directors of the Debtors
executed an MOU reflecting an agreement to settle or resolve
claims that were, could have been, or might have been asserted in
any of the Securities Actions or the Derivative Actions.

The Settling Defendants refer to:

  (i) AFG;

(ii) Michael A. Callen, Jill M. Considine, Robert J. Genader,
      W. Grant Gregory, Philip B. Lassiter, Sean T. Leonard,
      Thomas C. Theobald, John W. Uhlein, III, Laura S. Unger,
      Henry D.G. Wallace, David W. Wallis, Gregg L. Bienstock,
      Kevin J. Doyle, Philip Duff, Thomas J. Gandolfo, Kathleen
      McDonough, William T. McKinnon, Douglas C. Renfield-
      Miller, and Robert G. Shoback -- the Individual
      Defendants; and

(iii) Citigroup Global Markets, Inc., UBS Securities LLC,
      Goldman, Sachs & Co., J.P. Morgan Securities Inc., HSBC
      Securities (USA) Inc., Merrill Lynch, Pierce, Fenner, &
      Smith Incorporated, and Wachovia Capital Markets, LLC, now
      known as Wells Fargo Securities, LLC -- the Underwriter
      Defendants.

In May 2011, the Lead Plaintiffs In re Ambac Financial Group,
Inc. Securities Litigation; plaintiffs Painting Industry
Insurance and Annuity Funds, Stanley Tolin, and Edward Walton in
the Tolin Class Action; and the Settling Defendants submitted to
the District Court a Stipulation of Settlement incorporating two
settlements to resolve all claims in the Securities Action for
$33,000,000 to be deposited into an interest-bearing account.

The Settlement Fund will consist of (a) a $27,100,000 settlement
fund established pursuant to the settlement with the Ambac
Defendants; and (b) a $5,900,000 settlement fund established
pursuant to the settlement with the Underwriter Defendants.

AFG and the D&O insurers will severally pay the $27,100,000.  The
Settlement Stipulation provides that the D&O Insurers will be
required to pay the sum of $24,600,000 in consideration of the
settlement.  The Settlement Stipulation acknowledges that AFG
previously paid the sum of $2,500,000 in cash into an escrow
account in consideration of the Settlement and that AFG has no
esponsibility to make any other payments into the Escrow Account
or in consideration of the Settlement.

The consummation of the Settlement Stipulation is contingent
upon, among other things, (1) final approval of the Settlement by
the U.S. District Court for the Southern District of New York
following notice to the Class, as prescribed by Civil Rule 23 and
the entry of a judgment; and (2) entry of either (i) an order of
the Bankruptcy Court confirming a plan of reorganization, which
contains any necessary approvals related to AFG's entry into and
performance of any obligations under the Settlement; or (ii) an
order of the Bankruptcy Court pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure, approving AFG's entry into
and performance of any  obligations under the Settlement.

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

                  Stipulation Lifting Stay

The Debtor and the Lead Plaintiffs and Tolin Plaintiffs entered
into a stipulation agreeing to the modification of the automatic
stay for the sole and limited purpose of permitting:

  (a) the Settling Parties to seek preliminary approval of the
      Settlement by the District Court;

  (b) entry by the District Court of an order preliminarily
      approving the Settlement and directing that notice be
      provided to the Class and payment from the Escrow Account
      of all reasonable notice and administration costs in an
      amount not to exceed $500,000; and

  (c) notice to the Settlement Class.

Counsel to the Debtor, Peter A. Ivanick, Esq., at Dewey & LeBoeuf
LLP, in New York, clarifies that, through the Stipulation and
Order, AFG does not seek approval of the Bankruptcy Court
relating to its entry into and performance of any obligations
under the Settlement at this time.  Rather, AFG will seek the
Bankruptcy Court's approval as provided in the Settlement
Stipulation by separate request, he says.

The Bankruptcy Court will consider the Debtor's Stipulation and
Order on May 19, 2011.  Objections are due on the same date.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FIN'L: Wants Removal Period Extended Until Dec. 5
-------------------------------------------------------
Ambac Financial Group, Inc., asks Judge Shelley Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to
extend the time by which it must file notices of removal of
related civil actions and proceedings to which it is or may become
party to, to the later of:

(a) Dec. 5, 2011; or

(b) 30 days after the entry of an order terminating the
     automatic stay with respect to the particular Civil Action
     sought to be removed.

Pursuant to Rule 9027(a)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtor's existing removal action period for civil
actions that have not been stayed pursuant to Section 362(a) of
the Bankruptcy Code expires on June 7, 2011.  With respect to a
postpetition Civil Action, the Debtor has only 30 days from
receipt to determine whether removal is appropriate.

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York, says
the Debtor has focused its efforts on negotiations with parties-
in-interest, assessing restructuring options, and addressing the
exigencies and other matters that have arisen in its Chapter 11
case, all to preserve value for the benefit of all parties in
interest.

Ms. Weiss apprises Judge Chapman of the progress of the Debtor's
negotiations on these matters:

  (1) The Debtor has expended considerable effort towards
      reaching an agreement with the Official Committee of
      Unsecured Creditors and the Office of the Commissioner of
      Insurance of the State of Wisconsin a consensual
      bankruptcy plan of reorganization, consensual extensions
      of forbearance during term sheet negotiations, and
      resolution of intercompany claims.  The proposed terms
      being negotiated involve complicated tax and insurance
      regulatory matters, requiring significant attention from
      the Debtor's employees and professionals to determine the
      effects of various settlement proposals on the Debtor's
      estate.  The Debtor has had to meet regularly with the
      Committee, OCI and their professionals in order to work
      through these difficult issues, Ms. Weiss says.

  (2) In the adversary proceeding captioned Ambac Financial
      Group, Inc. v. United States of America, the Debtor and
      its professionals have needed to expend a significant
      amount of time (i) responding to extensive discovery
      requests from the Internal Revenue Service and (ii)
      negotiating and implementing alternative dispute
      resolution procedures.  As a result of these efforts, the
      Debtor is now in a position to commence mediation, Ms.
      Weiss relates.  Given the profound impact the resolution
      of the IRS Adversary Proceeding will have on the structure
      of a Plan and the availability of recoveries under which,
      the management of the IRS Adversary Proceeding has been a
      major focus of the Debtor's officers and professionals,
      she points out.

  (3) With respect of the adversary proceeding Ambac Financial
      Group, Inc. v. Veera, the Debtor was directed to conduct a
      voluminous document production of documents.  This
      production included a privilege review that involved
      significant coordination with OCI in respect of statutory
      privilege issues, according to Ms. Weiss.

  (4) The Debtor and its professionals have also focused
      substantial energy on the rehabilitation proceedings in
      the Circuit Court of Dane County with respect to the
      segregated account of Ambac Assurance Corporation,
      including (i) confirming a plan of rehabilitation of the
      Segregated Account, (ii) opposing an IRS motion to remove
      to the U.S. District Court for the Western District of
      Wisconsin the IRS' objection to an injunction issued by
      the Rehabilitation Court against the IRS,  which is on
      appeal to the Seventh Circuit, and (iii) opposing multiple
      appeals of the Rehabilitation Court's order confirming the
      plan of rehabilitation.

Against this backdrop, the Debtor requires additional time to
consider removal of the Civil Actions, Ms. Weiss asserts.
Further extending the Debtor's period to file notices of removal
will permit the Debtor to fully review and evaluate its pending
litigation matters within the larger context of this Chapter 11
case, she continues.  She assures the Bankruptcy Court that the
relief sought will not unduly prejudice any counterparty to the
Civil Actions because those adverse parties may not prosecute the
Civil Actions absent relief from the automatic stay.  If the
Debtor removes any Civil Action to federal court, the affected
adverse party will retain its right to seek remand of the removed
Civil Action back to state court pursuant to Section 1452(b) of
Title 28 of the U.S. Code, she adds.

The Court will consider the Debtor's request on May 25, 2011.
Objections are due no later than May 18.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FIN'L: Reports $819.3-Mil. First Quarter Net Loss
-------------------------------------------------------
Ambac Financial Group, Inc. (OTC: ABKFQ) (Ambac) announced on
May 10, 2011, a first quarter 2011 net loss of $819.3 million or
$2.71 per share.  This compares to a first quarter 2010 net loss
of $690.1 million, or $2.39 per share.  Relative to first quarter
2010 results, the first quarter 2011 results reflect an increase
in loss and loss expenses, lower net premiums earned, and lower
net investment income and realized gains, partially offset by a
lower net loss on the change in fair value of credit derivatives,
lower other-than-temporary impairment losses on securities held,
improvement in financial services segment revenue, lower VIE
losses, and an increase in other income.

On November 8, 2010, Ambac filed for a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
New York and will continue to operate in the ordinary course of
business as "debtor-in-possession" in accordance with the
applicable provisions of the Bankruptcy Code and the orders of
the Bankruptcy Court.

                First Quarter 2011 Summary

* Net loss and loss expenses incurred amounted to $919.6
   million for the current quarter, up from $89.2 million in the
   first quarter of 2010.  This was primarily attributable to
   deterioration in first-lien RMBS, and certain structured
   insurance, student loan and transportation transactions.

* The net change in fair value of credit derivatives was
   negative $8.9 million in the current quarter, improving from
   negative $167.1 million in the first quarter 2010.

* The financial services segment operating income was $20.9
   million, up from negative $58.0 million for the first quarter
   of 2010.

* VIE results narrowed to a $6.1 million loss from a $492.7
   million reported loss in the first quarter 2010.

* Statutory surplus of Ambac Assurance Corporation ("AAC")
   totaled approximately $822.2 million, down from $1,026.9
   million at Dec. 31, 2010, impacted by a statutory net
   loss of $169.1 million for the three-month period.

* Unrestricted cash, short-term securities and bonds at the
   holding company (Ambac Financial Group, Inc.) amounted to
   $58.6 million as of March 31, 2011.

                        Financial Results

                      Net Premiums Earned

Net premiums earned for the first quarter of 2011 were $91.8
million, down 27% from $125.2 million earned in the first quarter
of 2010.  Net premiums earned include accelerated premiums, which
result from calls, terminations and other accelerations
recognized during the quarter.  Accelerated premiums were
negative $0.1 million in the first quarter of 2011, down from
income of $12.1 million in the first quarter 2010.  This was
primarily driven by a decline in public finance refunding
activity in 2011 relative to the prior year and negative
accelerations on certain structured finance transactions which
terminated during the period.  The GAAP premiums receivable for
these structured finance transactions were in excess of the
related unearned premium reserve at termination, resulting in
negative accelerated earned premiums.  Normal net premiums
earned, which exclude accelerated premiums, were $91.9 million in
the first quarter of 2011, down 19% from $113.1 million in the
first quarter of 2010.  Normal net premiums earned for the period
have been negatively impacted by the lack of new business written
and the runoff of the insured portfolio.

                  Net Investment Income

Net investment income for the first quarter of 2011 was $71.7
million, representing a decrease of 39% from $117.6 million in
the first quarter of 2010.  The decrease was primarily
attributable to a decline in the invested asset base and lower
average yields in the portfolio.  Reductions in the portfolio
asset base were driven by required payment obligations to cover
insurance losses and to settle commutations of insurance policies
and credit default swaps.  Portfolio yield was impacted by a
reduction in interest income on AAC guaranteed securities that
were allocated to the Segregated Account near the end of the
first quarter of 2010, partially offset by the gradual re-
allocation of portfolio investments from tax exempt municipals to
corporate and taxable municipal securities having higher pre-tax
yields.

      Net Change in Fair Value of Credit Derivatives

The net change in fair value of credit derivatives, which
consists of realized and unrealized gains/(losses) and other
settlements on credit derivatives, was a loss of $8.9 million for
the first quarter of 2011, compared to a loss of $167.1 million
for the first quarter of 2010.  The net loss in first quarter of
2011 was attributable to a reduction in valuation adjustment to
reflect Ambac's own credit risk in the fair value of its credit
derivative liabilities, partially offset by improved reference
obligation prices and gains from portfolio runoff.  First quarter
2010 results were negatively impacted by fair value changes in
the CDO of ABS portfolio (which was subsequently fully commuted
in June 2010) and by a lower credit valuation adjustment,
partially offset by improvement in reference obligation pricing
on non-CDO of ABS credits.

                    Variable Interest Entities

During the first quarter of 2011, Ambac recorded losses on
variable interest entities ("VIEs") amounting to $6.1 million.
Included in this loss is the impact of the deconsolidation of one
VIE during the period.  This compares to a loss of $492.7 million
during the first quarter of 2010 which was primarily due to
deconsolidation of certain VIEs, and the re-establishment of loss
reserves related to those transactions.  These VIEs primarily
consisted of RMBS transactions and were deconsolidated upon
allocation of the related AAC guarantee policies to the
Segregated Account.  As of March 31, 2011, the Company's balance
sheet included 18 consolidated VIEs with $16.2 billion of
assets and $16.0 billion of liabilities.

               Financial Guarantee Loss Reserves

Total net loss and loss expenses were up considerably to $919.6
million in the first quarter of 2011, as compared to $89.2
million in the first quarter of 2010.  Higher reported loss and
loss expenses for the three months ended March 31, 2011 were
caused by deterioration in first-lien RMBS, and higher estimated
losses on certain structured insurance, student loan, and
transportation credits, that were partially offset by lower
estimated losses in the second lien RMBS portfolio.  During the
first quarter of 2011, Ambac began using a recently licensed
statistical regression model to develop additional estimates
of projected losses for both its second and first-lien
transactions.  Ambac incorporated this new model via a blending
of the results between its existing models and the new regression
model.  Although there can be no certainty with regard to
projecting losses, Ambac believes a blend is a reasonable
approach to projecting losses in its RMBS portfolio.

Loss and loss expenses paid during the first quarter 2011, net of
recoveries from all policies, amounted to a net recovery of $6.9
million.  During the first quarter of 2010, total net claims paid
were $208.3 million, a majority of which related to RMBS.  In
addition, as a result of the payment moratorium imposed on March
24, 2010 by the court overseeing the Segregated Account
rehabilitation, during the first quarter of 2011, $357.3 million
of claims were presented to AAC and unpaid versus $130.1 million
during the same period in 2010.  Since the establishment of the
Segregated Account in March 2010, a total of $1,768.7 million of
claims have been presented to AAC and remain unpaid.

Loss reserves (gross of reinsurance) for all RMBS insurance
exposures as of March 31, 2011, were $3,764 million, including
$1,759.1 million relating to RMBS exposures that have been
presented since March 24, 2010 and unpaid as a result of the
claims moratorium.  RMBS reserves as of March 31, 2011, are net
of $2,498.9 million of estimated remediation recoveries.  The
estimate of remediation recoveries related to material
representation and warranty breaches is up 3.4% from $2,417.1
million reported as of Dec. 31, 2010.  Ambac has initiated
and may continue to initiate lawsuits seeking compliance with the
repurchase obligations in the securitization documents with
respect to sponsors who disregard their obligations to
repurchase.

              Financial Guarantee Interest Expense

Financial guarantee interest expense for the first quarter of
2011 amounted to $28.1 million.  This interest charge results
from the accrual of interest plus the accretion of discount on
all surplus notes issued by AAC and the Segregated Account of
Ambac Assurance Corporation to date.  No such surplus notes were
outstanding during the first quarter of 2010.

                 Corporate Interest Expense

There was no corporate interest expense recorded during the first
quarter of 2011.  This compares to $30.2 million in the first
quarter of 2010.  This decrease was principally attributable to
Ambac's Chapter 11 bankruptcy filing on November 8, 2010, after
which interest on outstanding debt was no longer accrued.

                       Other Income

Other income for the first quarter of 2011 was $28.3 million
compared to negative $55.9 million in the first quarter of 2010.
Other income includes the impact of foreign currency rate changes
on AAC's premiums receivable denominated in currencies other than
the US Dollar (gain of $3.0 million in the first quarter of 2011
and loss of $54.7 million in the first quarter of 2010).
Additionally, the increase in other income was driven by the
impact of a mark to market gain relating to Ambac's option to
call certain surplus notes issued in 2010.

                     Financial Services

The financial services segment comprises the investment agreement
business and the derivative products business, both of which are
in run-off.  Gross interest income less gross interest expense
and operating expenses from investment and payment agreements,
plus operating results from the derivative products
business was $20.9 million for the first quarter of 2011, up from
negative $58.0 million for the first quarter of 2010.  The
financial services segment has been positioned to record gains in
a rising interest rate environment in order to provide a hedge
against certain exposures within the financial guarantee segment.
The first quarter 2011 result was positively impacted by
mark-to-market gains caused by changes in long-term interest
rates during the period.  The comparable quarter of 2010 included
losses on terminated swaps and mark-to-market losses due to
declining long-term interest rates during the period.

                    Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the
business.  Reorganization items in the first quarter of 2011
totaled $24.8 million primarily relating to professional advisory
fees (approximately $10 million), and a lease settlement charge
associated with the termination of the Company's existing
headquarters office lease (approximately $14 million).

                Balance Sheet and Liquidity

Total assets decreased during the first quarter of 2011, from
$29.0 billion at Dec. 31, 2010 to $27.4 billion at March 31,
2011, primarily as a result of a decrease in VIE assets of
approximately $1.8 billion.

The fair value of the consolidated non-VIE investment portfolio
increased from $6.9 billion (amortized cost of $6.5 billion) as
of Dec. 31, 2010 to $7.0 billion (amortized cost of $6.6
billion) as of March 31, 2011.

The financial guarantee non-VIE investment portfolio had a fair
value of $5.9 billion (amortized cost of $5.6 billion) as of
March 31, 2011.  The portfolio consists of high quality municipal
bonds, corporate bonds, asset backed securities, U.S. Agencies,
Agency MBS, as well as non-agency MBS, including AAC guaranteed
RMBS.

Liabilities subject to compromise totaled $1.7 billion at March
31, 2011.  As required by ASC Topic 852, the amount of
Liabilities subject to compromise represents Ambac's estimate of
known or potential pre-petition claims to be addressed in
connection with the Chapter 11 filing.  Such claims are subject
to future adjustments potentially resulting from, among other
things, negotiations with creditors, rejection of executor
contracts and unexpired leases and orders of the bankruptcy
court.  Liabilities subject to compromise consist of the
following as of March 31, 2011:

  Accrued interest payable                           $68,091
  Other                                               18,206
  Senior unsecured notes                           1,222,189
  Directly-issued Subordinated capital securities    400,000
  Consolidated liabilities subject to compromise  $1,708,486

                Overview of AAC Statutory Results

As of March 31, 2011, AAC reported statutory capital and surplus
of approximately $822.2 million, down from $1,026.9 million as of
Dec. 31, 2010.  AAC's statutory financial statements include
the results of AAC's general account and the Segregated Account
(formed on March 24, 2010).  Statutory capital and surplus were
impacted by a statutory net loss of $169.1 million for the three-
months ended March 31, 2011.  The primary driver of the net loss
was an increase in statutory loss and loss expenses related
primarily to Ambac Assurance's RMBS financial guarantee portfolio
for both initial defaults and adverse development in previously
defaulted transactions.

AAC's claims-paying resources amount to approximately $7.0
billion as of March 31, 2011.  This excludes Ambac Assurance UK
Limited's claims-paying resources of approximately $1.0 billion.

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees
and financial services to clients in both the public and private
sectors around the world.  Ambac filed for a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court.  The Company will continue to operate in the
ordinary course of business as "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of
the Bankruptcy Court.  Ambac Financial Group, Inc.'s common stock
trades in the over-the-counter market under the ticker symbol
ABKFQ.

Ambac's principal operating subsidiary, Ambac Assurance
Corporation, is a guarantor of public finance and structured
finance obligations.

AFG posted in its Web site, a supplement to the first quarter
2011 results, including tables on key financial date, largest
domestic public finance exposures, largest structured finance
exposures, and largest international finance exposures.  A full-
text copy of the supplement is available for free at:

            http://bankrupt.com/misc/Ambac_1Q11Sup.pdf

AFG filed with the U.S. Securities and Exchange Commission on May
10, 2011, a quarterly report on Form 10-Q for the period ended
March 31, 2011, a full-text copy of which is accessible for free
at http://ResearchArchives.com/t/s?7607

AFG also posted in its Web site a supplement to its fourth quarter
and full year 2010 results, including tables on largest domestic
public finance exposures, largest structured finance exposures,
and largest international finance exposures.  A full-text copy of
the supplement is available for free at
http://bankrupt.com/misc/Ambac_4Q10Sup.pdf

            Ambac Financial Group Inc. and Subsidiaries
                   Consolidated Balance Sheets
                       As of March 31, 2011

ASSETS
Investments:
Fixed income securities, at fair value          $6,083,472,000
Fixed income securities pledged as collateral,
at fair value                                     107,084,000
Short-term investments                             792,426,000
Other                                                  100,000
                                             -----------------
Total investments                                6,983,082,000

Cash and cash equivalents                             7,626,000
Restricted cash                                       2,500,000
Receivable for securities sold                       77,449,000
Investment income due and accrued                    39,715,000
Premium receivables                               2,290,920,000
Reinsurance recoverable on paid and unpaid losses   141,311,000
Deferred ceded premium                              250,291,000
Subrogation recoverable                             796,622,000
Deferred acquisition costs                          247,746,000
Loans                                                20,397,000
Derivative assets                                   300,849,000
Other assets                                         75,959,000
Variable interest entity assets
Fixed income securities, at fair value           1,929,691,000
Restricted cash                                      2,190,000
Investment income due and accrued                    1,285,000
Loans                                           14,231,947,000
Derivative assets                                            -
Other assets                                        10,724,000
                                             -----------------
Total assets                                   $27,410,304,000
                                             =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Liabilities subject to compromise               $1,708,486,000
Unearned premiums                                3,821,726,000
Losses and loss expense reserve                  6,296,761,000
Ceded premiums payable                             134,248,000

Obligations under investment and payment
agreements                                        681,396,000
Obligations under investment repurchase
agreements                                         35,720,000
Current taxes                                       24,884,000
Long-term debt                                     210,837,000
Accrued interest payable                            86,387,000
Derivative liabilities                             352,345,000
Other liabilities                                  117,398,000
Payable for securities purchased                    76,361,000
Variable interest entity liabilities:
Accrued interest payable                               709,000
Long-term debt                                  14,730,527,000
Derivative liabilities                           1,214,536,000
Other liabilities                                   11,880,000
                                             -----------------
Total liabilities                               29,504,201,000
Stockholders' deficit:
Ambac Financial Group, Inc.
Preferred stock                                              -
Common stock                                         3,080,000
Additional paid-in capital                       2,187,593,000
Accumulated other comprehensive income (loss)      371,235,000
Accumulated deficit                             (4,898,771,000)
Common stock held in treasury at cost             (411,419,000)
                                             -----------------
Total Ambac Financial Group, Inc. stockholders'
deficit                                         (2,748,282,000)

Non-controlling interest                            654,385,000
                                             -----------------
Total stockholders' deficit                     (2,093,897,000)
                                             -----------------
Total liabilities and stockholders' deficit    $27,410,304,000
                                             =================

           Ambac Financial Group, Inc. and Subsidiaries
              Consolidated Statements of Operations
            For the Three Months Ended March 31, 2011

REVENUES:
Financial Guarantee:
Net premiums earned                                $91,799,000
Net investment income                               71,665,000
Other-than-temporary impairment losses
  Total other-than-temporary impairment losses      (1,713,000)
  Portion of loss recognized in other
   comprehensive income                                      -
                                             -----------------
Net other-than-temporary impairment
losses recognized in earnings                      (1,713,000)
Net realized investment gains                          (15,000)
Change in fair value of credit derivatives:
  Realized (losses) and gains and other
   settlements                                       5,323,000

  Unrealized gains (losses)                        (14,226,000)
                                             -----------------
Net change in fair value of credit
derivatives                                        (8,903,000)
Other income                                        28,303,000
(Loss) income on variable interest entity
activities                                         (6,125,000)

Financial Services:
Investment income                                    4,726,000
Derivative products                                 21,004,000
Net realized investment gains                        2,465,000
Net mark-to-market(losses) gains on non-trading
derivative contracts                                        -
Corporate and Other:
Other income                                            77,000
                                             -----------------
Total revenues before reorganization items        203,283,000
                                             -----------------
EXPENSES:
Financial Guarantee:
Losses and loss expenses                           919,647,000
Underwriting and operating expenses                 42,376,000
Interest expense on surplus notes                   28,069,000
Financial Services:
Interest from investment and payment agreements      2,191,000
Operating expenses                                   2,614,000

Corporate and other:
Interest                                                     -
Other expenses                                         477,000
                                             -----------------
Total expenses before reorganization items        995,374,000
                                             -----------------
Pre-tax (loss) income from continuing
operations before reorganization items            (792,091,000)
Reorganization items                                 24,805,000
                                             -----------------
Pre-tax (loss) income from continuing
operations                                        (816,896,000)
Provision (benefit) for income taxes                  2,350,000
                                             -----------------
    Net loss                                      (819,246,000)
    Less: net gain (loss) attributable to
     the noncontrolling interest                        33,000
                                             -----------------
    Net loss attributable to Ambac Financial
     Group, Inc.                                 ($819,279,000)
                                             =================

           Ambac Financial Group Inc. and Subsidiaries
              Consolidated Statements of Cash Flow
               Three Months Ended March 31, 2011
                         (Unaudited)

Cash flows from operating activities:
Net loss attributable to common shareholders    ($819,279,000)
Noncontrolling interest in subsidiaries'
  earnings                                              33,000
                                             -----------------
Net loss                                         (819,246,000)

Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                        780,000
  Amortization of bond premium and discount        (35,439,000)
  Reorganization items                              24,805,000
  Share-based compensation                             108,000
  Current income taxes                               2,350,000
  Deferred acquisition costs                         2,903,000
  Unearned premiums, net                          (171,593,000)
  Loss and loss expense, net                       921,429,000
  Ceded premiums payable                            (7,202,000)
  Investments income due and accrued                 5,351,000
  Premium receivables                              131,676,000
  Accrued interest payable                          24,679,000
  Net mark-to-market (gains) losses                 14,226,000
  Net realized investment gains                     (2,450,000)
  Other-than-temporary impairment charges            1,713,000
  Variable interest entity activities                6,125,000
  Other, net                                       (17,400,000)
                                             -----------------
    Net cash provided by operating activities       82,815,000
                                             -----------------
Cash flows from investing activities:
Proceeds from sales of bonds                       93,191,000
Proceeds from matured bonds                       202,806,000
Purchases of bonds                               (205,418,000)
Change in short-term investments                  (83,629,000)
Loans, net                                           (230,000)
Change in swap collateral receivable                 (104,000)
Other, net                                            787,000
                                             -----------------
   Net cash provided by investing activities         7,403,000
                                             -----------------
Cash flows from financing activities:
Dividends paid - subsidiary shares to
  noncontrolling interest                                    -
Proceeds from issuance of investment and
  payment agreements                                    24,000
Payments for investment and payment draws         (89,673,000)
Net cash collateral paid/received                  (2,440,000)
                                             -----------------
   Net cash used in financing activities           (92,089,000)
                                             -----------------
   Net cash flow                                    (1,871,000)
                                             -----------------
Cash and cash equivalents at January 1                9,497,000
                                             -----------------
Cash and cash equivalents at March 31               $7,626,000
                                             =================

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBASSADORS INT'L: Wins OK for Richards Layton as Co-Counsel
------------------------------------------------------------
Ambassadors International, Inc., and its affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger as bankruptcy co-
counsel.

The firm can be reached at:

                 Daniel J. DeFranceschi, Esq.
                 Michael Joseph Merchant, Esq.
                 RICHARDS, LAYTON & FINGER
                 One Rodney Square, P.O. Box 551
                 Wilmington, DE 19899
                 Tel: (302) 651-7700
                 Fax: (302) 651-7701
                 E-mail: defranceschi@rlf.com
                         merchant@rlf.com

            About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  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.

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.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Committee Taps Kelley Drye as Counsel
--------------------------------------------------------
The official committee of unsecured creditors of Ambassadors
International, Inc., et al., seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Kelley
Drye & Warren LLP as its counsel.

During its retention, Kelley Drye will, among other things:

  1. advise the Committee with respect to its rights, duties and
     powers in the Chapter 11 cases;

  2. assist and advise the Committee in its consultation with the
     Debtors; and

  3. review and analyze the Debtors' motion to approve bidding
     procedures.

Kelley Drye will charge the Debtors' estates in accordance with
its customary hourly rates.  The firm's hourly rates are:

      Personnel             Hourly Rate
      ---------             ----------
      partners              $525-$800
      Associates            $305-$475
      Paraprofessionals     $150-$200

According to Craig A. Wolfe, partner at the firm, the firm does
not represent and does not hold any interest adverse to the
Debtors' estates or their creditors in matters upon which the firm
is to be engaged.

                About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  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.

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.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMERICAL APPAREL: Incurs $20.7 Million First Quarter Net Loss
-------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $20.74 million on $116.06 million of net sales for the
three months ended March 31, 2011, compared with a net loss of
$42.84 million on $121.81 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$333.95 million in total assets, $283.12 million in total
liabilities, and $50.83 million in total stockholders' equity.

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

                        http://is.gd/LLaWHu

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

As more fully discussed in Note 13, on April 26, 2011 the Company
sold 15,777,000 shares of Common Stock to a group of investors, at
a price of $0.90 per share, for the aggregate cash purchase price
of approximately $14,200,000 of which $5,000,000 went to satisfy
and meet the availability requirement of the amendment to the BofA
Credit Agreement.  The investors also received the right to
purchase up to an additional 27,443,000 shares at the same price
within 180 days, subject to shareholder approval and subject to
certain anti-dilution and other adjustments.
This transaction improved the liquidity position of the Company by
approximately $8,000,000.

The Company incurred a loss from operations of $13,091,000 for the
three months ended March 31, 2011, compared to a loss from
operations of $21,556,000 for the three months ended March 31,
2010.  The current operating plan indicates that losses from
operations may be incurred for all of fiscal 2011.  "Consequently,
the Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern," the Company said in the Form 10-Q.

"If we are not able to timely, successfully or efficiently
implement the strategies that we are pursuing to improve our
operating performance and financial position, obtain alternative
sources of capital or otherwise meet our liquidity needs, we may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code."

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

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


AMERICAN DIAGNOSTIC: Committee Wins OK for K&L Gates as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of American Diagnostic Medicine, Inc., obtained approval
from the U.S. Bankruptcy Court for the Northern District of
Illinois to retain K&L Gates LLP as its counsel.

K&L Gates will represent the Committee in the Debtor's Chapter 11
proceedings and will investigate the Debtor's assets and pre-
bankruptcy conduct.

The hourly rates of K&L Gates personnel are:

     Matthew E. McClintock, Partner      $415
     Jeffrey M. Heller, Associate        $325
     Teresa Gomez, Paralegal             $215

The Committee requests that the Debtor provide K&L Gates with a
$25,000 retainer to be carved out for the benefit of K&L Gates.
This retainer is the same as the prepetition retainer received by
the Debtor's counsel and is substantially less than Debtor's
counsel has estimated that it will incur in fees over the duration
of the case.

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

K&L Gates can be reached at:

     Matthew E. McClintock, Esq.
     K&L GATES LLP
     70 West Madison Street, Suite 3100
     Chicago, IL 60602-4207
     Tel: (312) 372-1121
     Fax: (312) 827-8000

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11,298,157 in
total assets and $11,116,962 in total debts.


ASSOCIATED BANK: S&P Raises Ratings on 4 Bond Issues From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four bond
issues that are supported by Associated Bank N.A.'s letters of
credit to 'BBB' from 'BB+'.

"Our ratings on the four affected bond issues are based on our
long- and short-term issuer credit ratings on Associated Bank N.A.
('BBB'). The long-term components of our ratings address full and
timely payments of interest and principal when the bondholders
have not exercised the put option. The short-term components of
our ratings on the bonds address full and timely payments of
interest and principal when the bondholders have exercised the put
option. However, because we do not have a short-term rating on the
LOC provider, we did not assign short-term ratings to these bond
issues in accordance with our criteria," S&P stated.

"The rating actions reflect the May 5, 2011, raising of our long-
term issuer credit rating on Associated Bank N.A. to 'BBB' from
'BB+'," S&P said.

"In view of the bonds' structures, changes to our ratings on the
bonds can result from, among other things, changes to our rating
on the LOC provider or amendments to the transactions' terms," S&P
noted.

Ratings Raised

Transaction       CUSIP              Rating
                             To                 From
Howard Village
US$4.5 million industrial development revenue bonds series 1999A
due
07/01/2020
              44285NAA1      BBB                BB+

Illinois Development Finance Authority
US$4.1 million variable-rate demand industrial development revenue
bonds series
1997 due 01/01/2018
              451887TR4      BBB                BB+
US$7.5 million variable-rate demand revenue bonds series 2003 due
10/01/2023
              45189FAR5      BBB                BB+

Illinois Finance Authority
US$2.5 million taxable variable-rate demand revenue bonds (Beecher
Energy LLC)
series 2006 due 07/01/2026
              45200BZG6      BBB                BB+


ATP OIL: S&P Affirms 'CCC+' CCR; Outlook Revised to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on ATP to
developing from negative. "At the same time, we affirmed our
'CCC+' corporate credit rating on the company. We also lowered our
issue-level rating on ATP's $1.5 billion second lien notes to
'CCC-' (two notches lower than the corporate credit rating) from
'CCC+' and revised our recovery rating on those notes to '6' from
'4', indicating our expectation of negligible (0% to 10%) recovery
in the event of a payment default," S&P related.

"The revised outlook is due to the possibility of increased
production and cash flow from new wells in the Gulf of Mexico,
slated for production in the latter half of 2011, and an improved,
though still less-than-adequate, liquidity situation," said
Standard & Poor's credit analyst Patrick Y. Lee. Challenges,
however, still remain. Drilling on the Telemark Hub well MC 941
No. 4 has yet to be finished, and the Telemark Hub well MC 942 No.
2 has not been permitted. The former should enter production
sometime in the third quarter of 2011, and the company hopes to
have the latter producing by the fourth quarter of 2011. The
actions on the issue and recovery ratings follow from the receipt
of an updated year-end PV10 report, using our stress price
assumptions of $45 per barrel of West Texas Intermediate crude oil
and $4 per mmBtu of Henry Hub natural gas. "Our recovery analysis
incorporates this new valuation, our modified recovery methodology
announced late last year, and changes to ATP's balance sheet over
the past year," S&P stated.

The ratings on Houston-based ATP reflect its participation in the
cyclical and highly competitive oil and gas industry, execution
risk related to developing production, particularly in the
deepwater Gulf of Mexico, high capital spending requirements,
lumpy production, aggressive leverage, and a less than adequate
liquidity profile. A good production mix between natural gas and
crude oil plus condensate partially tempers those weaknesses.

Standard & Poor's categorizes ATP's business risk profile as
vulnerable. ATP seeks to acquire and develop primarily proved
undeveloped reserves from large independents and integrated
companies. While minimizing exploratory risk, ATP places a high
level of capital at risk with respect to development and
execution. Using a hub strategy, ATP installs floating
infrastructures such as the ATP Titan to help drill and produce
from various related properties in the Gulf of Mexico (66% of 2010
proved reserves and 93% of 2010 production) and the North Sea (34%
and 7%, respectively). Such floating facilities and their
corollary infrastructure require sizable investments before any
production can come online.

Besides the execution risk associated with costly infrastructure
and development, ATP faces the prospect of uneven revenue streams
due to its deepwater hub strategy. As each installation comes into
production, ATP expects production and revenues to increase
significantly. After a few years, however, likely declines in
production and field depletion, particularly in the Gulf of Mexico
where wells can initially exhibit steep declines, will necessitate
a more aggressive acquisition and development strategy and require
facilities to be moved to another locale. Unless ATP properly
times those acquisitions and transfers, the company may see uneven
production and revenues.

"The developing outlook reflects our expectation that although ATP
will continue to outspend cash flow, possible production increases
from new wells could augment cash flow and liquidity. We may take
a negative rating action if the company is unsuccessful in
developing those wells and it continues to burn cash flow and
liquidity. We may take a positive rating action if ATP is
successful in increasing production, cash flow, and liquidity to
fund 2011 and 2012 fixed charges, likely in conjunction with a
return to normalcy in Gulf of Mexico permitting, better-than-
expected production, and continued high commodity prices," S&P
added.


BANNING LEWIS: Term Lenders Oppose Auction Absent Plan
------------------------------------------------------
Banning Lewis Ranch shouldn't be allowed to hold an auction for
the right to sponsor a reorganization plan until the plan itself
is filed, the agent for the secured term-loan lenders said in a
May 12 objection to the auction process, according to reporting by
Bill Rochelle, Bloomberg News' bankruptcy columnist.  The lenders
note how insiders are proposed to be the stalking-horse to make a
bid that would assume a modified term loan with a 10-year longer
maturity, a lower interest rate, and the capitalization of
defaulted interest and fees.

The Court will convene a hearing on the proposed auction
procedures on May 18.  If the schedule is approved, bidders will
have until June 23 to submit bids; an auction will be held June 28
if competing bids are submitted; and the Court will convene the
sale hearing on June 29.  Closing of the sale is expected June 30.

According to Mr. Rochelle, the parent company's assets would be
sold in a separate transaction in return for forgiveness of
financing for the Chapter 11 case and assumption of a modified
term loan with KeyBank NA.  The purchasers are Greenfield BLR
Finance Partners LP and DBL Investors LLC.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BARNES BAY: Creditors End Fight for Chapter 11 Trustee
------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the official
committee of unsecured creditors in Barnes Bay Development Inc.'s
bankruptcy on Friday abruptly curtailed its court fight in
Delaware to appoint a Chapter 11 trustee over the case after
meeting resistance to its evidentiary presentation from the judge.

                         About Barnes Bay

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

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

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

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


BAYOU GROUP: Wins Jury's Backing in $13-Million Clawback Row
------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that rejecting the good
faith defense put forward by investors that cashed out of Bayou
Group LLC well before the $450 million Ponzi scheme's collapse, a
New York federal jury on Thursday said the investors must return
$13 million in principal to the bankrupted Bayou estate.

Following an eight-day trial, the jury determined that hedge funds
Heritage Hedged Equity Fund LP and Redwood Growth Partners LP,
investment company D. Canale & Co., and four other investors
cannot keep the $13 million, Law360 relates.

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BEVERLY HILLS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Beverly Hills Suites, LLC
        383 South Center Street
        Windsor Locks, CT 06096

Bankruptcy Case No.: 11-21441

Chapter 11 Petition Date: May 13, 2011

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

Judge: Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-21441.pdf

The petition was signed by Sharok Jacobi, managing member.


BIOLASE TECHNOLOGY: Files Form 10-Q; Posts $750,000 Loss in 1Q
--------------------------------------------------------------
BIOLASE Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $750,000 on $10.56 million of net revenue for the
three months ended March 31, 2011, compared with a net loss of
$5.30 million on $4.39 million of net revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $20.30
million in total assets, $15.97 million in total liabilities and
$4.33 million in total stockholders' equity.

BDO USA, LLP, raised substantial doubt about the Company's ability
to continue as a going concern, following the 2010 financial
results.  The accounting firm noted that the Company has suffered
recurring losses from operations, has had declining revenues and
has a working capital deficit at Dec. 31, 2010.

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

                        http://is.gd/rHg5O8

                      About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.


BIORELIANCE CORP: Moody's Upgrades First Lien Debt to 'B1'
----------------------------------------------------------
Moody's Investors Service upgraded the ratings on BioReliance
Corporation's first lien credit facility to B1 from B2 and changed
the outlook to positive from stable. Moody's also affirmed the B3
Corporate Family Rating and Probability of Default Rating.

The positive outlook reflects the meaningful improvement in
financial leverage over the past year driven by growth in EBITDA
and repayment of debt using free cash flow. The outlook change
also reflects sustained improvement in order and revenue trends,
indicating a return of demand for most of Bioreliance's services.
The upgrade of the first lien facility to B1, in application with
Moody's Loss Given Default Methodology, is due to the repayment of
first lien debt over the past year.

The B3 Corporate Family Rating reflects BioReliance's very small
scale, both on an absolute basis and relative to peers as well as
financial leverage that, although improved, remains considerable.
The ratings are supported by Moody's favorable longer-term view of
demand for biologics testing, as well as high customer switching
costs which lends a measure of stability to the business. The
ratings are also supported by the company's track record of
positive free cash flow over the past two years, which it has used
in large part to repay debt.

Rating actions/point estimate changes:

   BioReliance Corporation:

   -- Affirmed Corporate Family Rating, B3

   -- Affirmed Probability of Default Rating, B3

   -- Upgraded $55 million (original face value) U.S. first lien
      term loan, due 2014, to B1 (LGD2, 29%) from B2 (LGD3, 34%)

   -- Upgraded $15 million U.S. first lien revolving credit
      facility, due 2013, to B1 (LGD2, 29%) from B2 (LGD3, 34%)

   -- Affirmed $40 million U.S. second lien term loan, due 2014,
      to Caa2 (LGD5, 81%) from Caa2 (LGD5, 85%)

    ACP/BREL UK Acquisition Limited:

   -- Upgraded $40 million (original face value) equivalent U.K.
      first lien term loan, due 2014, to B1 (LGD2, 29%) from B2
      (LGD3, 34%)

   -- Upgraded $4 million equivalent U.K. first lien revolving
      credit facility, due 2013, to B1 (LGD2, 29%) from B2 (LGD3,
      34%)

The outlook is positive.

The positive outlook reflects Moody's expectation for continued
progress in reducing leverage through growth in EBITDA and debt
repayment with free cash flow. Moody's could upgrade the ratings
if Moody's believes BioReliance will sustain adjusted leverage of
4.5 times or lower and the company sustains free cash flow to debt
of 5% or more. Moody's could downgrade the ratings if Moody's
expects deterioration in BioReliance's liquidity profile
(including sustained negative free cash flow or a covenant
violation) due to either company specific issues or industry-wide
softening of demand. If demand for BioReliance's services takes
another downturn such that Moody's expects EBITDA to decline
meaningfully from current levels, such that leverage increases
above 6.0 times, Moody's could change the outlook or downgrade the
ratings.

The principal methodology used in rating BioReliance Corporation
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.

BioReliance is a contract service organization ("CRO") that
provides global testing and manufacturing services for biologics
and other biomedical products to biotechnology and pharmaceutical
companies worldwide. BioReliance's services include testing
related to biologics safety and toxicology, contract manufacturing
and laboratory animal health diagnostics. BioReliance began
operations in April 2007 after Avista Partners and management
acquired the operations from Invitrogen (now Life Technologies).
The company reported revenues of approximately $114 million for
the twelve months ended March 31, 2011.


BLOCKBUSTER INC: Dish Wants NCR to Stop Using Trademark
-------------------------------------------------------
Maria Halkias, staff writer for The Dallas Morning News, reports
that Dish Network Corp. has told NCR Corp. to stop using the
Blockbuster brand on its movie rental vending kiosks.

The report notes NCR operates about 9,000 of the big blue and
yellow Blockbuster Express kiosks, including 300 in North Texas.
As recently as April, NCR said it planned to increase the number
to 11,000 by year-end.

According to the report, papers filed in court last week indicate
that Dish Network and Blockbuster "have exercised their rights to
direct NCR Corp. to cease using certain trademarks under the NCR
agreement."  Dish also said it's rejecting a joint marketing
agreement with NCR as of May 26, when a bankruptcy court hearing
is scheduled.

According to the report, NCR spokesman Jeff Dudash said the move
to strip NCR of the Blockbuster name is "invalid and
unenforceable."  He explained that the trademark licensing
agreement is held by a trust that wasn't part of Blockbuster's
bankruptcy filing.  Mr. Dudash said, "Blockbuster is a beneficiary
of that trust, but Dish can't terminate the trademark agreement."

In the court filing, the report relates, Dish said it has
instructed the trustee to terminate the license.  Dish may want to
operate the kiosk business itself instead of just receiving
royalties.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


CAMTECH PRECISION: Court Extends Units' Plan Filing Until June 4
----------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida extended R & J National Enterprises,
Inc., and Avstar Fuel Systems, Inc.'s exclusive periods to file
and solicit acceptances for a proposed chapter 11 plan until June
4, 2011, and Aug. 5, respectively.

R & J National and Avstar Fuel are debtor-affiliates of Camtech
Precision Manufacturing, Inc.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-22760) on May 10, 2010.  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CENTRAL KENTUCKY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Central Kentucky Millwrights and Riggers, Inc.
        P.O. Box 37
        Cynthiana, KY 41031

Bankruptcy Case No.: 11-51416

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/kyeb11-51416.pdf

The petition was signed by Daniel R. Peters, president.


CHOA VISION: Creditors Object to Plan Outline; Hearing Today
------------------------------------------------------------
Three parties-in-interest object to the disclosure statement
explaining CHOA Vision, LLC's proposed plan of reorganization.

Plymouth Park Tax Services LLC, dba Xspand, says the Disclosure
Statement should not be approved at this time because it does not
provide adequate information regarding the Debtor's secured tax
lien obligations in connection with the Debtor's Crowne Plaza
Hartford Downtown Hotel.  The Debtor does not provide consistent
information with respect to the amount the Debtor believes is
necessary to satisfy its 2007 and 2008 real property tax liens nor
does it provide adequate information regarding a pending appeal of
its tax lien obligations.

The property's total value as determined by the city of Hartford
was $14,205,100 for the taxable year 2007.  The property's total
value as determined by Hartford was $14,205,100 for the taxable
year 2008.  Hartford recorded a tax lien on the hotel as a result
of the Debtor's nonpayment of property taxes for both years.
Hartford has assigned its interests in the Tax Liens to Xspand.

Xspand has filed a $1,341,539 secured claim against the Debtor.

Holiday Hospitality Franchising Inc., which, as licensor, permits
the Debtor to operate a Crowne Plaza hotel, complains that the
Disclosure Statement fails to explicitly state that the Debtor
intends to assume the franchise agreement that is required to
continue the use of HHFI's registered trademarks and operating
systems, does not contain a reasonable estimate of the required
cure amount to be paid by the Debtor to HHFI upon assumption of
the franchise agreement, does not contain adequate assurance of
the Debtor's intention and ability to promptly cure non-monetary
defaults under the franchise agreement, and fails to demonstrate
the feasibility of the Plan.

HHFI has filed a claim for $346,947 reflecting currently
outstanding franchise license fees.

50 Morgan CT LLC says there are numerous deficiencies in the
Disclosure Statement that must be addressed.  50 Morgan says the
Plan is so flawed that even a modified disclosure statement should
not be approved absent major modifications to the Plan.

50 Morgan also contends that the Debtor's financial projections
are inadequate, incorrect, and misleading.  They contain no
indication of projected cash available to fund the Plan on the
effective date or cash levels going forward.

50 Morgan asserts a valid, perfected first priority security
interest in the Crowne Plaza.  50 Morgan says the lien and
security interest were granted to secure repayment of an
obligation of $13,143,000 owed by the Debtor.

The Troubled Company Reporter published a summary of the Plan in
its April 7 edition.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7591

A full-text copy of the Plan Of Reorganization is available for
free at http://ResearchArchives.com/t/s?7592

                         About CHOA Vision

CHOA Vision LLC owns the Crowne Plaza hotel just north of downtown
Hartford, Connecticut.  The 350-room hotel is being managed by
Packard Hospitality Group.  CHOA is owned by the Christian Hotel
Owners Association, a group of primarily Korean American investors
led by Chan Soo Cho.

CHOA Vision filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44798) on Aug. 18, 2010.  Michael Jay Berger, Esq.,
at the Law Offices Of Michael Jay Berger, in Beverly Hills,
California, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CHRYSLER LLC: Judge Junks Old Carco's Fraud Suit Against Daimler
----------------------------------------------------------------
The Liquidation Trust, v. Daimler AG, et al., Adv. Pro. No.
09-00505 (Bankr. S.D.N.Y.), seeks to avoid certain transfers by
Chrysler LLC under various theories alleging constructive fraud.
The Court previously dismissed the first amended complaint and
afforded the plaintiff an opportunity to replead certain of the
asserted constructive fraudulent conveyance claims, which resulted
in the filing of the seconded amended complaint.  In dismissing
the first amended complaint with respect to these constructive
fraudulent conveyance claims, the Court found that the plaintiff
failed to state a claim for relief because of deficiencies in its
allegations concerning the inadequacy of the consideration in the
transaction at issue.  Specifically, the Court concluded that the
plaintiff failed to account for the total value of the
consideration at issue by neglecting to mention, or undervaluing,
assets or benefits received as part of the overall integrated
transaction.

Notwithstanding slight adjustments to certain of the values
ascribed to some assets and benefits transferred in the
transaction at issue, the allegations of the second amended
complaint continue to apply implausible valuations to some of the
assets and benefits, and continue to ignore other elements of
value.  Indeed, the implausible undervaluing of one asset alone
eliminates the alleged deficit in the calculation of what would
constitute reasonably equivalent value or fair consideration.

Therefore, the motion to dismiss is granted. In addition, because
the Trust has been afforded ample opportunity to plead a
sustainable complaint and it has failed to do so, the dismissal is
with prejudice.

The Second Amended Complaint was filed against, inter alia,
Daimler AG, a stock corporation organized under the laws of the
Federal Republic of Germany, Daimler North America Corporation
(f/k/a DaimlerChrysler North America Holding Corporation), a
direct wholly owned subsidiary of Daimler, and Daimler Investments
US Corporation (f/k/a DaimlerChrysler Holding Corporation), an
indirect wholly owned subsidiary of Daimler.  The Trust argued
that even considering the entirety of the restructuring and the
sale of Daimler's controlling interest in Chrysler to Cerberus,
Chrysler received consideration of lesser value than the assets
that it transferred.  The Trust attributes some value to certain
of the assets to which it had not ascribed any value in the First
Amended Complaint.  The Trust alleges that, even with the values
that it has now attributed to assets transferred, the
consideration that Chrysler received in the overall transaction
was inadequate, and that the shortfall in value was $1.695
billion.

Cerberus acquired 80.1% of the equity of DaimlerChrysler Holding
LLC and, therefore, an indirect equity interest of an equal amount
in the Chrysler Companies.  As a result, Daimler's equity interest
was diluted to 19.9%, thereby remaining a substantial investor.
In exchange for acquiring an 80.1% interest in the Chrysler
Companies, Cerberus made an equity contribution to the Chrysler
Companies of $7.2 billion, a portion of which went to Chrysler
LLC.  In addition, Cerberus obtained $12 billion in new debt
financing for the Chrysler Companies, consisting of $10 billion
from large commercial and investment banks, a $1.5 billion loan
facility from an affiliate of Daimler, and a $500 million loan
facility from Cerberus.  The receipt of new debt financing was a
condition to Cerberus's obligation to close.

The Chrysler Companies also received other elements of value in
the Cerberus transaction, including the cancellation of
approximately $3 billion net in intercompany debt; the direct
repayment in cash of $920 million of intercompany debt by Daimler
to Chrysler; the repayment of third-party debt guaranteed by
Daimler; the assignment of a $500 million tax refund; and
participation in numerous joint development, intellectual
property, information technology, supply and transition agreements
by which the parties agreed to cooperate on various projects.
The $7 billion recapitalization of the Chrysler Companies
resulting from the Contribution Agreement was distributed as
follows: $1.212 billion was transferred from Holding to DC Holding
for certain expenses incurred in connection with the Cerberus
transaction; $3.45 billion was contributed to Chrysler as equity;
and $2.275 billion was contributed to Chrysler's financial
services arm as equity.  FinCo used $1.243 billion of this
contribution to pay the principal and interest on the note that it
had previously issued to Chrysler.

A copy of Judge Gonzalez's May 12 Opinion is available at
http://is.gd/2Ybfcwfrom Leagle.com.

                           About Chrysler

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

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

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

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

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


CHRYSLER LLC: May Reduce Loan Portion of $7-Bil. Financing Bid
--------------------------------------------------------------
Chrysler Corp. has encountered obstacles in its plan to borrow
about $7 billion from debt investors to repay all its obligations
to the U.S. and Canadian governments.

Matt Wirz and Vipal Monga, writing for The Wall Street Journal,
report that Chrysler and its investment bankers have been meeting
since early May with potential investors to market a $3.5 billion
loan and $2.5 billion of bonds, aiming to close the transactions
this week.  While the bonds, which yield more than the loans,
attracted strong interest from the beginning, the loan portion is
off to a slow start.

The Journal reports that people familiar with the matter said the
loan component will likely now be reduced, with a corresponding
increase to the bond.  The loan will also likely carry a higher
interest rate than previously proposed, they said. Overall, that
shift will slightly increase the cost of the new debt.

The Journal further notes that although Chrysler will likely pay
more for placing all the new debt at once, rather than staggering
the refinancing over time, the company is likely to price the deal
at a lower interest rate than the high-cost government loans.  The
manufacturer also needs to completely pay back its government debt
in order to access a $1.3 billion equity investment from part-
owner Fiat SpA.

The timing of Chrysler's deal was complicated by the process of
getting consensus from the U.S. government, the Canadian
government and Fiat, said the people familiar with the matter,
according to the Journal.

Sources told the Journal Chrysler's new bonds are attracting more
demand in part because they will pay around 7.5% interest,
compared to about 5.5% for the loan.  As well, the terms of the
bonds mean the company will be penalized if it buys back the debt
within four to five years, a rare concession in today's high-yield
market.  The loans give buyers better protection in the event of
default to compensate for their lower yield.

                           About Chrysler

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

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

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

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

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


COLLIER LAND: Hearing on Plan Filing Extension Set for May 26
-------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will convene a hearing on May 26,
2011, at 9:15 a.m., to consider Collier Land & Coal Development,
LP's request to extend its exclusive period to file a Chapter 11
plan.

The Debtor asks that the Court extend its plan filing period until
June 24, because it is in discussions with potential investors and
purchasers.  The Debtor relates that if discussions come to
fruition, it would form the basis of its Plan.  The Debtor adds
that any plan filed at present, before the completion of the
discussions, would be speculative.

                        About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-22059) on March 25, 2010.  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., assist the Debtor in its restructuring effort.  The
Debtor estimated its assets at 10 million to $50 million and debts
at $1 million to $10 million, as of the petition date.

Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, was
unable to appoint an official committee of unsecured creditors in
the Debtor's Chapter 11 case.


CORDIA COMMUNICATIONS: Taps DSI to Provide Restructuring Services
-----------------------------------------------------------------
Cordia Communications Corp., et al., ask for authorization from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.

DSI will:

     (a) represent the Debtors in the role of CRO in meetings,
         court proceedings, or as otherwise required by the
         Debtors in the course of their operations, restructuring
         or sale of assets, including making recommendations and
         decisions regarding the valuation, marketing and sale or
         other disposition of the Debtors' assets;

     (b) advise and assist the Debtors in the development of, and
         participate in, communications with the Debtors'
         shareholders, professionals and advisors, creditors and
         creditor's committees, regulatory agencies and other
         stakeholders or parties in interest to the Debtors'
         operations and restructuring efforts;

     (c) assist the Debtors in analyzing, negotiating and
         executing selected business transactions, including
         matters as the restructuring or sale of assets of the
         Debtors and other business transactions determined to be
         in the best interests of the Debtors to maximize value to
         creditors; and

     (d) perform other tasks as may be agreed to by DSI and the
         Board of Directors of the Debtors.

The hourly rates of the firm's personnel involved in the
engagement are:

         Joseph J. Luzinski                   $525
         Yale S. Bogen                        $395
         Daniel J. Stermer                    $395
         William G. King                      $385

The hourly rate ranges for other DSI consultants are:

         Senior Consultants                 $425-$625
         Consultants                        $260-$430
         Junior Consultants                 $125-$255

Joseph J. Luzinski, Senior Vice President with DSI, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The Court has set a hearing for May 18, 2011, at 3:00 p.m. on the
Debtor's application to employ Joseph J. Luzinski as chief
restructuring officer.

                    About Cordia Corporation

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.

CCC currently holds licenses to operate in 28 states throughout
the contiguous United States, and CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp. filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-
06493) on May 1, 2011.  The Debtor estimated its assets and debts
at $10 million to $50 million.

Affiliates Cordia Communications Corp. of Virginia (Bankr. M.D.
Fla. Case No. 11-06494), et al. simultaneously sought Chapter 11
protection.

The cases are jointly administered, with Cordia Communications
Corp. as lead case.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.


CORNERSTONE BANCSHARES: Reports $252,275 First Quarter Net Income
-----------------------------------------------------------------
Cornerstone Bancshares, Inc., reported net income of $252,275 on
$5.21 million of total interest income for the three months ended
March 31, 2011, compared with net income of $343,787 on
$7.10 million of total interest income for the same period a year
ago.

The Company's balance sheet at March 31, 2011, showed
$447.54 million in total assets, $420.25 million in total
liabilities and $27.29 million in total stockholders' equity.

"We continue to reshape our balance sheet and move problem loans
through the collection cycle.  We have seen an improvement in the
real estate market in Chattanooga and believe that the speed of
disposal of properties will accelerate during 2011 as properties
either sell or are rented to produce noninterest income," said
Cornerstone President Frank Hughes.  "While we still have some
improvement to make, I'm pleased with the progress we've made and
the tremendous strides we've taken toward a continued trend in
positive net earnings."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/a7h5UQ

                   About Cornerstone Bancshares

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

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

                          Consent Order

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

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

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


CYPRESS TOWERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cypress Towers Associates, a Calif. Limited Partnership
        25190 Cypress Avenue
        Hayward, CA 94544

Bankruptcy Case No.: 11-45164

Chapter 11 Petition Date: May 12, 2011

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

Judge: Edward D. Jellen

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Avenue, #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  E-mail: dmc@cohanlaw.com

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

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

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

The petition was signed by Daniel Lieberman, president of
Milestone Properties, Inc., general partner.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kensington Apartment Properties, LLC  10-73976            12/06/10
Landmark West, LLC                    11-44240            04/19/11


DELTA PETROLEUM: Incurs $30.3 Million 1st Quarter Net Loss
----------------------------------------------------------
Delta Petroleum Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $30.26 million on $23.05 million of total revenue for
the three months ended March 31, 2011, compared with a net loss of
$15.99 million on $29.17 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.01 billion in total assets, $527.04 million in total
liabilities, and $483.75 million in total equity.

The Company believes that the amounts available under its credit
facility, as recently amended, combined with projected net cash
from operating activities, will provide sufficient liquidity to
fund its operating expenses, the limited Vega Area capital
development planned, and maintain current debt service
obligations.  To the extent cash flows from operating activities
are not sufficient to support future capital expenditures beyond
those currently planned, and in order to address the January 2012
maturity of the Company's credit facility and the potential
mandatory redemption in May 2012 of the $115.0 million senior
convertible notes, the Company will need to seek additional
sources of long-term capital (including the issuance of equity,
debt instruments, sales of assets and joint venture financing), as
well as consider other potential corporate transactions such as a
sale of the Company.  The timing, structure, terms, size, and
pricing of any such financing or transaction will depend on
investor interest and market conditions, as well as the Company's
drilling and completion results, and there can be no assurance
that the Company will be able to obtain any such financing or
consummate any such transaction, and if so, that it will be on
terms satisfactory to the Company which raises substantial doubt
about the Company's ability to continue as a going concern.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."

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

                        http://is.gd/cIckVE

                    About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."

The Company reported a net loss of $194.01 million on $146.80
million of total revenue for the 12 months ended Dec. 31, 2010,
compared with a net loss of $349.68 million on $170.20 million of
total revenue during the prior year.


DINEEQUITY INC: Fitch Affirms 'B' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) and
'BB/RR1' secured bank facility rating of DineEquity, Inc. (NYSE:
DIN). Fitch has also upgraded the company's 9.5% senior unsecured
notes maturing Oct. 30, 2018 to 'B+/RR3' from 'B/RR4' due to
improved recovery prospects. The Rating Outlook is Stable.

At March 31, 2011, DineEquity had approximately $1.86 billion of
total debt.

Rating Rationale:

DineEquity's ratings reflect its high financial leverage but
balances that against its consistent free cash flow (FCF; defined
as cash flow from operations less capital expenditures and
dividends) generation and its on-going financial strategy.
DineEquity continues to utilize FCF, which has averaged roughly
$100 million annually, and refranchising proceeds to reduce debt.
The ratings also consider the competitive position of the
company's 2,009 Applebee's Neighborhood Grill & Bar restaurants
(Applebee's) and 1,504 IHOP Restaurants (IHOP) at March 31, 2011.

DineEquity's credit profile benefits from the stable source of
royalty-based revenue and the high margins provided by its
franchised business model. At March 31, 2011, on a combined basis,
92% of DineEquity's restaurants were operated by franchisees.
Fitch believes the company's relationship with its franchisees is
constructive but is mindful of potential risks associated with a
highly franchised model. During 2010, 28% or $376.7 million of
DineEquity's $1.3 billion of corporate revenue came from its
franchise operations which had an operating margin of 72.4%.

Producing profitable sales and traffic growth, improving margins
of company restaurant operations, and refranchising remain core
elements of DineEquity's operating strategy. Fitch believes the
company is making good progress towards its goals. Same-store
sales (SSS) performance at Applebee's has been positive for three
consecutive quarters and was 3.9% during the first quarter ended
March 31, 2011. Although IHOP's SSS declined 2.7% during the most
recent quarter, the company has efforts in place to drive sales
and regain momentum. Fitch believes DineEquity's guidance of 2% to
4% and (2%) to 1% SSS growth at Applebee's and IHOP, respectively
are achievable. DineEquity's efforts around value and menu
innovation at both these brands should help drive traffic.
Examples at Applebee's include periodic updates to its 2 for $20
offerings and Great Tasting and Under 550 Calorie items while
examples at IHOP include on-going breakfast-related promotions and
its Simple & Fit under 600 calorie menu options.

Restaurant margins for company-operated Applebee's restaurants
experienced 50 basis points of year-over-year improvement to 15.3%
at March 31, 2011. Margins are up substantially from the 10.7%
level at Dec. 31, 2007. The company benefited from lower food cost
and labor efficiencies over the past two years but expects food
cost inflation of around 1.5% at Applebee's and 3% at IHOP during
2011. Fitch expects pricing to partially offset these incremental
costs in 2011.

DineEquity has approximately 220 company-operated Applebee's
restaurants left to refranchise, after selling 65 units during the
first quarter ended March 31, 2011. While the timing of
transactions remains uncertain, the pace of deals has definitely
picked up over the past year. Fitch believes the company can
achieve its goal of being a 98% franchised system within the next
2-3 years.

Recovery Ratings and Upgrade on Senior Unsecured Debt:

At March 31, 2011, 40% of DineEquity's $1.86 billion of total debt
consisted of a secured bank term loan. While an event of default
is not anticipated, the 'RR1' rating on this debt incorporates
Fitch's view that recovery prospects for this obligation are
outstanding and would exceed 90% even in a distressed situation.

Due to the repayment of $110 million of its secured term loan and
$32.2 million of its 9.5% unsecured notes during the first quarter
ended March 31, 2011, recovery prospects for the company's
unsecured debt have improved. The upgrade to 'B+/RR3' from 'B/RR4'
for these obligations reflects that improvement. The 'RR3' rating
denotes Fitch's view that recovery would be good at between 51% -
70% if there was a restructuring event.

Credit Statistics and Key Rating Drivers:

For the latest 12 month (LTM) period ended March 31, 2011, total
adjusted debt-to-operating EBITDAR (defined as total debt plus
eight times gross rent expense-to-operating earnings before
interest, taxes, depreciation, amortization and gross rents) was
6.2 times (x) and total debt-to-operating EBITDA was 5.7x.
Operating EBITDAR-to-gross interest expense plus rents was 1.6x
while operating EBITDA-to-gross interest expense was 2.0x. LTM
FCF, as calculated by Fitch, was $148 million.

Fitch believes DineEquity's credit statistics are appropriate for
the rating category but expects improvement over the next 12-24
months as the company continues to refranchise and applies sale
proceeds and the majority of its FCF to debt reduction. Total
adjusted debt-to-operating EBITDAR in the 5.5x range along with
consistent meaningful FCF generation could lead to positive rating
actions. Fitch believes leverage can fall to this level by the end
of 2012 and that FCF will remain in the $100 million range
annually. Interest coverage should benefit from the repricing of
the company's term loan on Feb. 25, 2011. The LIBOR-based margin
was reduced to 3% from 4.5% with a floor of 1.25% versus 1.5%
previously. The company expects annual interest savings of about
$13 million as a result of the refinancing.

Liquidity, Debt Maturities and Covenants:

DineEquity's positive FCF is supplemented by an undrawn $75
million revolver which expires Oct. 19, 2015 and $50 million of
cash at March 31, 2011. The company's liquidity is viewed as
adequate given the minimal cash needs of a highly franchised
business. Near-term maturities are limited, as the remaining $734
million balance on its term loan and $793 million of 9.5% senior
unsecured notes are not due until Oct. 19, 2017 and Oct. 30, 2018,
respectively.

Financial covenants in DineEquity's secured credit facility
include a maximum consolidated leverage ratio covenant (defined as
total indebtedness minus no more than $75 million of cash-to-
EBITDA) of 7.5x beginning in 2011, stepping down to 6.0x by 2017.
Given that the company's leverage as defined by this covenant was
approximately 5.4x at March 31, 2011, DineEquity has approximately
28% of EBITDA cushion under this covenant. DineEquity's guaranteed
senior unsecured notes do not have financial covenants but contain
a Negative Pledge clause that requires equal and ratable security
if non-permitted secured debt is incurred and have a change of
control put option at 101% of principal plus accrued and unpaid
interest.

Fitch's ratings on DineEquity, Inc. are:

DineEquity, Inc. (Parent)

   -- Long-term Issuer Default Rating (IDR) 'B';

   -- Bank credit facility 'BB/RR1';

   -- Senior unsecured debt at 'B+/RR3'.


E-DEBIT GLOBAL: Incurs $229,000 First Quarter Net Loss
------------------------------------------------------
E-Debit Global Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $229,051 on $805,062 of total revenue for the three
months ended March 31, 2011, compared with a net loss of $186,391
on $945,551 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $1.67
million in total assets, $2.07 million in total liabilities and a
$400,956 total stockholders' deficit.

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

                        http://is.gd/gK2uAQ

                  About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company reported a net loss of $1.15 million on $3.97 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.28 million on $3.64 million of revenue during the
prior year.

                           Going Concern

The Company has incurred net losses for the three months ended
March 31, 2011, and 2010, and as of March 31, 2011, had a working
capital deficit of $1,429,007 and an accumulated deficit of
$400,956.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.

As reported by the TCR on April 15, 2011, Cordovano and Honeck
LLP, in Englewood, Colorado, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses, has a working capital
deficit at Dec. 31, 2010, and has an accumulated deficit of
$4,457,079 as of Dec. 31, 2010.


EARTHLINK INC: Moody's Says Downsized Offering Has No Impact
------------------------------------------------------------
Moody's Investors service said that the change in EarthLin, Inc.'s
debt offering to $300 million aggregate principal amount instead
of the $400 million originally contemplated, does not impact
EarthLink's ratings, as the financial metrics are largely
unchanged. However, as a result of the downsized offering, the LGD
point estimates on EarthLink's notes have changed to B2 LGD4-64%
from B2 LGD4-62%.

The principal methodology used in rating EarthLink was the Global
Telecommunications Industry Methodology, published December 2010.

EarthLink, located in Atlanta, GA, is a provider of competitive
telecommunications and Internet services. Proforma for
acquisitions of ITC^Deltacom and One Communications, the company
generated about $1.6 billion in revenues in 2010.


ECOSPHERE TECHNOLOGIES: Incurs $3.74MM Net Loss in March 31 Qtr.
----------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $3.74 million on $2.22 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$22.99 million on $2.10 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $11.32
million in total assets, $9.27 million in total liabilities, $1.14
million in redeemable convertible cumulative preferred stock
series A, $2.76 million in redeemable convertible cumulative
preferred stock series B, and a $1.85 million total stockholders'
deficit.

In March 2011, the Company entered into an Exclusive Product
Purchase and Sub-License Agreement with Hydrozonix, LLC, to deploy
its patented Ecosphere Ozonix technology in the U.S. oil and gas
exploration and production industries on-shore only.  As part of
the Agreement, Hydrozonix agreed to advance the direct costs and
the manufacturing overhead for each EF60 unit it orders.
Additionally, it will pay a manufacturing fee and a license fee to
EES.  In turn, ETI will be the exclusive manufacturer of the EF60s
and will receive its costs on a pass-through basis from EES.
Also, EES will pay ETI a manufacturing fee.  In addition, ETI will
receive profit distributions from EES relating to its ownership of
EES which will be derived from the fees and royalty payments EES
receives from Hydrozonix if the first two units are accepted and
additional unit orders are placed.  Management believes the
Agreement will provide the Company with the working capital to
meet most if not all of the Company's working capital needs.
Management is currently exploring several alternatives for
additional equity or debt financing either at the Parent company
level or through investments into new applications of the Ozonix
technology.

Although, the Company has not attained a level of revenues
sufficient to support recurring expenses as of this report, based
on the anticipated cash flow, revenues and profits from the
Hydrozonix contract, the Company expects to have the resources to
settle all previously incurred obligations.  These factors, among
others, have considerably reduced the substantial doubt about the
Company's ability to continue as a going concern expressed in
previous filings, albeit that some doubt will remain pending the
acceptance of and payment by Hydrozonix for the first two EF60s
currently in production.

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

                        http://is.gd/TX2JUm

                    About Ecosphere Technologies

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

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

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


EH HOLDING: S&P Rates Corp. Credit & $1Bil. Sr. Notes 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Denver-based EH Holdings Corp. (EHH). EHH is a
wholly owned subsidiary of unrated EchoStar Corp. The outlook is
stable.

"Additionally, we assigned a 'B+' issue-level rating and a '3'
recovery rating to the company's proposed $1 billion senior notes
due 2019 and a 'B-' issue-level rating and a '6' recovery rating
to the proposed $800 million senior unsecured notes due 2021. The
'3' recovery rating indicates expectations for meaningful (50%-
70%) recovery in the event of a payment default and the '6'
recovery rating indicates expectations for negligible (0%-10%)
recovery in the event of a payment default. We expect the company
to use the proceeds from the transaction to finance its
acquisition of Hughes Communications Inc. and the repayment of
Hughes' outstanding debt. We expect total adjusted debt, pro forma
for the transaction and acquisition of Hughes and including over
$400 million of capitalized leases and Standard & Poor's
present value of operating leases, to be about $2.6 billion," S&P
stated.

"The ratings on EHH reflect an aggressive financial profile and
our expectations for negative free cash flow over the next few
years because of significant capital spending for the construction
of its Jupiter and EchoStar-16 satellites," said Standard & Poor's
credit analyst Naveen Sarma. Another factor involves uncertain
long-term penetration levels for its consumer and small and
midsize business (SMB) broadband service. Tempering factors
include EHH's leading position in the very small aperture terminal
(VSAT) industry and a degree of revenue stability with sizable
revenue backlog from VSAT customers and from satellite-TV provider
DISH Network Corp. (BB-/Stable/--), with which EHH shares common
ownership.


EMMIS COMMUNICATIONS: Incurs $11.5-Mil. Loss Yr. Ended Feb. 28
--------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K, reporting
a consolidated net loss of $11.54 million on $251.31 million of
net revenues for the year ended Feb. 28, 2011, compared with a
consolidated net loss of $118.49 million on $242.56 million of net
revenues during the prior year.

The Company's balance sheet at Feb. 28, 2011, showed
$472.47 million in total assets, $474.00 million in total
liabilities, $140.45 million in series A cumulative convertible
preferred stock, $0.01 par value, and a $141.98 million total
deficit.

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

                       http://is.gd/sq0RHW

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


EPICEPT CORP: Incurs $2.5-Mil. Net Loss in First Quarter
--------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.46 million on $238,000 of revenue for the three months ended
March 31, 2011, compared with a net loss of $4.51 million on
$195,000 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$12.35 million in total assets, $18.37 million in total
liabilities, and a $6.02 million total stockholders' deficit.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.

The Company said it will need to generate significant revenue from
the sale of Ceplene(R) or raise additional capital to continue to
operate as a going concern.  In addition, the perception that the
Company may not be able to continue as a going concern may cause
others to choose not to deal with the Company due to concerns
about its ability to meet its contractual obligations and may
adversely affect its ability to raise additional capital.

"EpiCept made substantial progress with its most important
clinical projects during the first quarter of 2011," stated Jack
Talley, president and chief executive officer of EpiCept, in a
press release announcing the first quarter results.  "We were
delighted with the excellent clinical results for AmiKet TM,
formerly known as EpiCept TM NP-1, in the treatment of
chemotherapy-induced neuropathy, particularly with respect to its
activity in relieving the suffering of cancer patients who have
undergone taxane therapy.  We were also pleased to have received
the support of key opinion leaders concerning the design of the
Ceplene(R) Phase III confirmatory clinical trial."  Mr. Talley
added, "With the recent submission of the application for Special
Protocol Assessment with the FDA along with a strengthened cash
position, we believe we are well positioned to meet our important
objectives for the rest of 2011."

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

                        http://is.gd/yR1ngp

                     About EpiCept Corporation

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

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


EVERGREEN SOLAR: Hires Advisors; Has $33.4-Mil. Q1 Net Loss
-----------------------------------------------------------
Evergreen Solar, Inc., incurred a $33.4 million net loss in its
fiscal first quarter and said that it has hired financial and
legal advisors to actively evaluate restructuring alternatives.

According to a statement by the Company, revenues for the first
quarter ended April 2, 2011 were $35.3 million, down 60.4%
sequentially compared to fourth quarter of 2010 revenues of
$89.3 million.  Shipments for the first quarter of 2011 were
approximately 17.8 megawatts, compared to fourth quarter of 2010
shipments of 46.6 megawatts.  Average selling price for the first
quarter of 2011 was $1.86 per watt, down approximately 2% from
$1.90 per watt recorded in the fourth quarter of 2010.

Gross margin for the first quarter of 2011 was -62.5% compared to
-84% in the fourth quarter of 2010.  Gross margin in the first
quarter of 2011 was impacted by the decline in average selling
prices, lower sales volume, an estimated lower of cost or market
adjustment of approximately $17.2 million recorded to the cost
basis of the Company's inventory and inefficiencies associated
with the shut down of its Devens facility.  Gross margin in the
fourth quarter of 2010 was primarily impacted by a write-down of
prepaid inventory resulting from the decision to close the
Company's Devens, Massachusetts manufacturing facility.

Operating loss for the first quarter of 2011 was $46.2 million,
compared to $399.1 million for the fourth quarter of 2010.
Operating loss in the fourth quarter of 2010 was impacted by an
inventory write-down and impairment of long-lived assets totaling
$377.5 million in connection with the Company's decision to close
its Devens manufacturing facility.

Net loss for the first quarter of 2011 was $33.4 million compared
to $411.0 million in the fourth quarter of 2010.

The Company's balance sheet at April 2, 2011, showed $373,972,000
in assets, $455,506,000 in total liabilities, and a stockholders'
deficit of $81,534,000.

Cash and cash equivalents, including restricted cash, as of
April 2, 2011 were approximately $38.5 million and were
approximately $33 million at April 30, 2011, after making the
Company's scheduled interest payment of $10.75 million on
April 15, 2011 to holders of the Company's 13% Convertible Senior
Secured Notes due 2015.

The Company said its near-term liquidity has been negatively
impacted as a result of its low year-to-date sales volume and
potentially slower sales for the remainder of this year combined
with expected increased pricing pressure.  Furthermore, cash to be
realized through the reduction in accounts receivable and
inventory from the recently closed Devens facility will be less
than previously expected and will take longer than expected to
realize.  Accordingly, the Company believes it will need to secure
additional sources of cash sooner than expected and has retained
financial and legal advisors to actively evaluate restructuring
alternatives.

In light of ongoing discussions and negotiations with certain
noteholders, the Company has cancelled the previously scheduled
conference call that had been arranged for May 13, 2011 at
8:30a.m. ET.

A copy of the Form 10-Q filed with the Securities and Exchange
Commission is available for free at http://is.gd/L5MUoL

                       About Evergreen Solar

Evergreen Solar, (NasdaqCM: ESLR) --
http://www.evergreensolar.com/-- develops, manufactures and
markets String Ribbon(R) solar power products using its
proprietary, low-cost silicon wafer technology.


EXIDE TECHNOLOGIES: Wants Until July 31 to Object to Claims
-----------------------------------------------------------
Exide Technologies seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to further extend its deadline for
filing objections to claims to July 31, 2011.

This is the 21st claims objection extension motion filed by Exide.

The proposed extension will give Exide enough time to review and
resolve the 51 remaining claims, according to James O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

More than 6,100 proofs of claim aggregating $4.4 billion had been
filed against Exide.  These do not include about 1,100 proofs of
claim that were filed as unliquidated claims.

As of April 27, 2011, approximately 6,063 claims had been
resolved, reducing the total amount of outstanding claims by more
than $3.4 billion.  Exide has already completed 24 quarterly
distributions to creditors under its confirmed Joint Plan of
Reorganization, consisting of distributions on approximately
2,621 claims for about $1.67 billion.

Since July 28, 2010, Exide has not filed any omnibus objections
to claims but only individual objections, has reached a number of
settlement agreements and has made considerable advancements with
respect to the remaining, more complex claims, according to
Mr. O'Neill.

The Court will hold a hearing on May 25, 2011, to consider
approval of the proposed extension.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Proposes to Settle NOAA, EPA Claims
-------------------------------------------------------
Exide Technologies seeks court approval of an agreement to settle
the claims of the Environmental Protection Agency and the
National Oceanic and Atmospheric Administration.

The government agencies filed Claim Nos. 3446, 6256, 6257 and
6432 against Exide to seek payment of as much as $800 million.

The claims specifically seek payment of natural resource damages
asserted by NOAA in connection with the contamination that broke
out at the NL Industries Inc. Superfund Site in Pedricktown, and
at the Custom Distribution Services Site in Perth Amboy, New
Jersey.  They also seek reimbursement for the costs incurred and
will be incurred by EPA to contain any contamination at 21 other
sites in Pennsylvania, Florida, Tennessee, New Jersey, Ohio and
California.

The proposed settlement agreement provides, among other things,
for an allowed general unsecured, non-priority, Class P4-A claim
in the sum of $67,599,678, which will be distributed in stock and
warrants pursuant to the terms of the Joint Plan of
Reorganization.

For distribution purposes, the allowed claim will be bifurcated
into a $61,448,278 claim on behalf of EPA for the 21 sites, and a
$6,151,400 claim on behalf of NOAA for the two other sites.  The
agreement also provides for a site-by-site allocation of the
allowed claim among those sites.

Aside from reducing Exide's exposure from the $800 million claim,
the settlement also addresses demands of the agencies for
compliance with certain consent decrees and work orders related
to non-owned, non-operated sites.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/Exide_USEPASettlement.pdf

The Court will hold a hearing on May 25, 2011, to consider
approval of the settlement agreement.

In a related development, Exide has reached an agreement with the
New Jersey Department of Environmental Protection and the
Administrator of the Spill Fund, to resolve the claims they filed
involving the Perth Amboy and Pedricktown sites.

The claims, designated as Claim Nos. 3484 and 3485, seek
reimbursement for remediation costs and payment of natural
resource damages.

Under the deal, Claim Nos. 3484 and 3485 will be settled by the
allowance of a non-priority, general unsecured claim for
$1,074,500, which will be distributed in stock in accordance with
the restructuring plan.  In addition, Claim Nos. 3484 and 3485
and all other claims filed by or on behalf of the agency and the
administrator will be deemed withdrawn, discharged and released.

The proposed settlement is subject to approval by the Court.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Has Settlement With California Agency
---------------------------------------------------------
Exide Technologies sought and obtained court approval of an
agreement to settle the claims of the California Department of
Toxic Substances Control.

DTSC filed claims in Exide's Chapter 11 case to recover alleged
costs under a 2008 consent agreement with Exide related to
certain environmental conditions at a property in Visalia,
California.  These include Claim No. 2918, which also asserts
liabilities related to a facility in Vernon, California.

DTSC previously issued a corrective action order to Exide to seek
environmental remediation at the Visalia site, which the company
opposed by filing an administrative challenge to the
enforceability of the order.

Under the settlement agreement, Exide will pay $450,000 in cash
to DTSC in return for the withdrawal of the corrective action
order.  DTSC also agreed to release Exide from any other claims
and to terminate any consent orders or agreements related to the
Visalia site.

Upon payment by Exide of $450,000, all claims asserted by DTSC
related to the Visalia and the Vernon sites will be deemed
satisfied and discharged, according to the agreement.

A copy of the settlement agreement is available without charge at
http://bankrupt.com/misc/LBHI_SettlementDTSC.pdf

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXOPACK HOLDING: Moody's Affirms B2 CFR, Outlook Negative
---------------------------------------------------------
Moody's Investors Service revised the rating outlook on Exopack
Holding Corporation to negative from stable and affirmed the B2
corporate family rating and SGL-3 speculative grade liquidity
rating. Moody's also assigned a B1 rating to the new $400 million
credit facilities due 2017 and a Caa1 rating to the new $225
million senior unsecured notes due 2018. The proceeds of the new
credit facilities and the notes will be used to refinance its
outstanding 11.25% notes due 2014 and pay a special dividend of
$191 million.

Moody's took these actions for Exopack Holding Corporation:

   -- Revised ratings outlook to negative from stable

   -- Affirmed Corporate Family Rating, B2

   -- Affirmed Probability of Default Rating, B2

   -- Affirmed Speculative Grade Liquidity Rating, SGL 3

   -- Assigned $400 million senior credit facility due 2017, B1
      (LGD 3, 36%)

   -- Assigned $225 million senior unsecured notes due 2018, Caa1
      (LGD 5, 84%)

   -- Affirmed $320 million 11.25% senior unsecured notes due
      2014, B3 (LGD 4, 66%) (to be withdrawn after the transaction
      closes)

RATINGS RATIONALE

The revision of the ratings outlook to negative from stable
reflects deterioration in credit metrics pro forma for the special
dividend and increase in debt as the company continues to
integrate its latest acquisition. Although volumes and margins are
expected to improve due to the full-year effect of the last
acquisition, there is uncertainty about the company's ability to
significantly improve free cash flow due to ongoing expenses for
restructuring, acquisition integration and effiency initiatives.
Moreover, the company has limited room for negative operating
variance pro-forma for the recapitalization. Free cash flow
improvement depends on Exopack's ability to extract synergies and
complete ongoing efficiency and integration initiatives. The
rating is predicated upon the application of all free cash flow to
debt reduction, while refraining from further significant
acquisitions. The inability to improve free cash flow generation
would put additional pressure on the rating.

Longer-term Exopack is expected to benefit from its 2010
acquisition of cheese and meet business from Bemis. The B2
corporate family rating is also supported by the concentration in
the less cyclical food market, long-standing relationships with a
diversified customer base and the large percentage of business
under long-term contracts with cost pass-through provisions.

What Could Change the Rating - Down

The rating could be downgraded if the company fails to improve
credit metrics, there is deterioration in the operating and
competitive environment, there is another significant acquisition
or dividend, and/or Exopack fails to maintain adequate liquidity.
Exopack will need to execute on its integration plan and
efficiency initiatives and produce meaningful free cash flow over
the rating horizon. Quantitatively, the rating could be downrgaded
if: (i) free cash flow fails to improve above 4.5%, (ii) leverage
fails to drop 6.0 times, (iii) interest coverage falls below 1.4
times and (iv) liquidity deteriorates. The rating could also be
pressured by a large acquisition, additional special distribution
to shareholders or deterioration in the operating and competitive
environment.

What Could Change the Rating - Up

The outlook could be stabilized or the ratings could be upgraded
if Exopack sustainably improved credit metrics, maintained good
liquidity and followed a less aggressive financial policy. Any
upgrade would be contingent upon stability in the operating and
competitive environment. Specifically, Exopack could be upgraded
if debt to EBITDA declined to below 5.5 times, free cash flow to
debt improved to above 5%, EBIT to interest expense improved to
above 1.6 times, and the EBIT margin improved to above 8.5%.

The principal methodology used in rating Exopack Holding
Corporation was the Global Packaging Manufacturers: Metal, Glass,
and Plastic Containers Industry Methodology, published June 2009
and Speculative Grade Liquidity Ratings published September 2002.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


FIRST PHYSICIANS: Launches New Business Model & Completes Sales
---------------------------------------------------------------
First Physicians Capital Group, Inc., announced the launch of its
new business model as a provider of business solutions to
healthcare providers.  These solutions include management,
financial, and ancillary healthcare and IT services to the rural
and community hospital market.  FPCG concurrently announced that
it has sold its remaining critical access hospitals in Oklahoma to
a not-for-profit charitable organization for a combined value of
$12 million in seller note consideration.  FPCG retained ownership
of the real estate in the transaction with a book value of $10
million.  There was no cash component to the transaction.  As part
of the sale, FPCG entered into long-term multi-year service
agreements with the hospitals to provide the following:

     * Management Services - including hospital administrative and
       revenue cycle management services

     * Staff Leasing Services - leasing of employees, including
       physicians, nurses, and administrative staff

     * Real Estate and Equipment Leasing - including the
       arrangement of facility and equipment lease financing

     * Ancillary Healthcare and IT Services - including radiology
       and lab, emergency room care, and electronic health/
       medical records solutions with joint venture partners

This transaction and the related service agreements will be deemed
effective as of April 1, 2011.  After completing a period of
transition, FPCG expects to initiate a revised growth and
marketing plan with the goal of expanding its client base, service
offering platform, and roster of service partners.  FPCG plans
include divesting ownership positions in its remaining facilities
during the second calendar quarter of 2011.  The Company will
provide updates upon completion of any further transactions.  FPCG
has entered into an LOI for the sale of one Oklahoma-based
facility.  The Company has also received a conditional offer from
its physician partners for the buyout of its stake in one
California-based surgery center.  If transactions are completed,
it is expected that the majority of consideration will be seller
financing.

                       About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.


FIRSTLIGHT HYDRO: S&P Affirms 'BB-' CCR; Outlook is Stable
----------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' rating on
FirstLight Hydro Generating Co.'s $320 million senior secured
first mortgage bonds. The recovery rating on the first mortgage
bonds remains '1' indicating our expectations of a very high
(90% to 100%) recovery if a payment default occurs. The outlook on
the bonds is stable.

The rating on FirstLight Hydro's  $320 million senior secured
bonds ($291.9 million outstanding as of April 30, 2011) reflects
the merchant exposure of FirstLight Power Resources Inc. (FL
Power), parent company to FirstLight Hydro and purchase power
agreement (PPA) counterparty FirstLight Power Resources Management
LLC (FLPRM). Hartford, Conn.-based FirstLight Hydro owns,
operates, and maintains a portfolio of 1,296 megawatts (MW) of
electric generation assets and firm capacity in New England. The
assets consist of various generation resources, most of which are
several conventional hydro stations and a 1,080 MW pumped-storage
facility. The outlook is stable.

The first mortgage bonds at FirstLight Hydro have a first-priority
lien on the hydro generating assets. The first-lien term loan is
secured by a first-priority interest in the tangible and
intangible assets of FL Power and its subsidiaries, which include
the assets at the Mt. Tom facility, all hedge contracts, and the
equity interest in FirstLight Hydro, but excludes the assets at
FirstLight Hydro.The second-lien term loan is secured by a
second-priority security interest in the same collateral package
as the first-lien term loan.

"The stable outlook reflects our belief that, despite pressure on
the leverage ratios at FL Power, the FirstLight Hydro assets will
continue to earn sufficient margins to pay first mortgage bonds.
If low capacity prices combined with reduced cash from energy and
ancillary services results in depressed margins over the next 12
months, we may lower the rating. Because FirstLight Hydro does not
meet Standard & Poor's special-purpose entity, bankruptcy-remote
criteria, its rating will also be tied to the credit quality
of FL Power," S&P added.


FIRSTLIGHT POWER: S&P Cuts Rating on First-Lien Debt to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
FirstLight Power Resources Inc.'s (FL Power) first-lien facilities
to 'B' from 'B+' and revised the recovery rating to '3' from '2'.
The '3' rating indicates expectations of a meaningful (50% to
70%) recovery of principal in a default scenario. The facilities
consist of a $550 million first-lien term loan ($320 million
outstanding at Dec. 31, 2010) maturing in 2013, along with a $70
million working capital facility maturing in 2011. "At the same
time, we affirmed our 'CCC+' rating on the project's $170
million second-lien term loan. The recovery on this tranche
remains '6', indicating the expectations of a negligible (0& to
10%) recovery. The outlook on both liens is negative," S&P said.

"The downgrade stems from refinancing risk, continued weakness in
capacity markets in New England, and the potential for covenant
trips in the latter half of 2011," said Standard & Poor's credit
analyst Theodore Dewitt.

"Simultaneously, we affirmed our 'BB-' rating on FirstLight Hydro
Generating Co.'s $320 million senior secured first mortgage bonds.
The recovery on the first mortgage bonds remains '1' indicating
our expectations of a very high (90% to 100%) recovery if a
payment default occurs. The outlook on the bonds is stable," S&P
noted.

The first mortgage bonds at FirstLight Hydro Generating have a
first-priority lien on the hydro generating assets. The first-lien
term loan is secured by a first-priority interest in the tangible
and intangible assets of FL Power and its subsidiaries, which
include the assets at Mt. Tom, all hedge contracts, and the equity
interest in FirstLight Hydro , but excludes the assets at
FirstLight Hydro  The second-lien term loan is secured by a
second-priority security interest in the same collateral package
as the first-lien term loan.

The potential for covenant trips in the short term and low forward
capacity market prices in the long term continue to pressure the
rating. "The increased likelihood of continued weakness in
capacity prices and lower post-maturity cash flows increase
refinancing risk, in our view. If the project materially decreases
debt on a per-kW basis before the 2013 maturity, we could change
the outlook to stable," S&P said.


FISHER ISLAND: U.S. Trustee Appoints James Feltman as Examiner
--------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, has
named an examiner in the involuntary Chapter 11 bankruptcy cases
of Fisher Island Investments, Inc., Mutual Benefits Offshore Fund,
Ltd., and Little Rest Twelve, Inc.:

          James S. Feltman
          One Biscayne Tower, Suite #1800
          Miami, Fl 33131
          Tel: 305-416-3344

The U.S. Trustee said in court papers that prior to making the
appointment, he consulted with several parties in interest,
including but not limited to, Chad Pugatch and Craig Pugatch,
Counselors for Petitioning Creditors; and Brett M. Amron and
Patricia Redmond, Counsel for Alleged Debtors.

To the best of the United States Trustee's knowledge, the
appointed Chapter 11 Examiner has no connections with the debtor,
creditors, other parties in interest, their attorneys and
accountants, the United States Trustee, or persons employed by the
United States Trustee, except that the Examiner was previously on
the U.S. Trustee's panel of Chapter 7 Trustees.

As reported by the Troubled Company Reporter on April 27, 2011,
Judge A. Jay Cristol directed the appointment of an examiner to
probe the ownership issues plaguing Fisher Island, which has seen
two sets of purported owners square off over an involuntary
Chapter 11 filing.  Judge Cristol said he would allow the parties
to move forward with existing litigation in state court, the
report notes.  But one of those lawsuits, filed in Florida state
court, was recently bumped to the bankruptcy court by the group
that supports the bankruptcy filing, according to a Dow Jones' DBR
Small Cap report.

                     About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).


FONAR CORP: Regains Compliance with NASDAQ's Requirement
--------------------------------------------------------
Fonar Corporation requested a hearing before the Listing
Qualifications Panel of The NASDAQ Stock Market.  At the hearing
on Feb. 24, 2011, the Company requested the continued listing of
the Company's securities on The NASDAQ Capital Market pursuant to
an extension within which to regain compliance with the
applicable minimum $2.5 million stockholders' equity requirement
for continued listing on NASDAQ, and on March 17, 2011, the Panel
granted the Company's request subject to the satisfaction of
certain conditions.

In accordance with the terms of the Panel's decision, on or before
May 11, 2011, the Company is required to demonstrate compliance
with all applicable requirements for continued listing on NASDAQ
and, in particular, must publicly announce stockholders' equity of
at least $2.5 million and provide the Panel with an update
regarding the components of the Company's plan to evidence
continued compliance with the minimum stockholders' equity
requirement through 2011.  In that regard, the Company believes
it satisfies the minimum $2.5 million stockholders' equity
threshold as of the date of May 10, 2011.  The basis for the
Company's belief that it satisfies the minimum equity threshold is
that it successfully completed an equity offering of $6 million on
May 2, 2011.

                      About FONAR Corporation

Melville, N.Y.-based FONAR Corporation (Nasdaq: FONR)
-- http://www.fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through FONAR, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.

The Company's balance sheet at March 31, 2011, showed
$26.35 million in total assets, $27.13 million in total
liabilities, and a $781,000 total stockholders' deficiency.


GLOBAL DIVERSIFIED: To Effect a 1-for-2,500 Reverse Stock Split
---------------------------------------------------------------
Global Diversified Industries, Inc., filed with the U.S.
Securities and Exchange Commission a Schedule 13E-3 in connection
with a going private transaction, in which the Company will effect
a 1-for-2,500 reverse stock split of its common stock, par value
$0.001 per share.  Those holders who, as a result of the Reverse
Split, would hold solely fractional shares of the Common Stock
will, in lieu thereof, receive cash payments equal to $0.03 per
one pre-Reverse Split share and those holders will no longer be
stockholders of the Company.  Immediately following the Reverse
Split, the Company will effect a 2,500-for-1 forward stock split.
Based on information available to the Company, the Reverse/Forward
Stock Split will reduce the number of record holders of the
Company's Common Stock to fewer than 300.  The Company intends to
file a Form 15 with the Commission to terminate the registration
of the Company's Common Stock under the Securities Exchange Act of
1934, as amended.  Upon the filing of the Form 15, in the absence
of action by the Commission, the Company will no longer be
required to file periodic reports with the Commission, including
annual reports on Form 10-K and quarterly reports on Form 10-Q,
and will no longer be subject to the Commission's proxy rules.  In
addition, the Company's Common Stock will no longer be quoted on
the OTC Bulletin Board.

                      About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.


GMX RESOURCES: Incurs $51.8 Million Net Loss in 1st Quarter
-----------------------------------------------------------
GMX Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $51.82 million on $29.37 million of oil and gas sales for the
three months ended March 31, 2011, compared with net income of
$5.28 million on $21.30 million of oil and gas sales for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $606.60
million in total assets, $413.10 million in total liabilities and
$193.50 million in total equity.

Michael J. Rohleder, President said "The first quarter of 2011 was
transformational for GMXR with the announcement of our entry into
oil resource plays in the Bakken and Niobrara and our subsequent
capital markets transactions that were successfully completed in
early February.  We raised $105 million in an equity offering and
entered the high yield market with a $200 million aggregate
principal amount of senior notes.  We used $50 million of the
proceeds to tender for a portion of the 2013 convertible bonds
outstanding, reducing that issue to $72.8 million.  These capital
market transactions allowed us to purchase significant positions
in the top oil play in the U.S.(the Bakken) and in a top emerging
oil play in the U.S. (the Niobrara), realign our balance sheet and
move 80% of our debt past the maturity date of our bank revolver.
We believe we have enough liquidity in place to fund our capital
expenditures for the next two years, and we expect to be cash flow
positive in early 2013.  Transformation to more oil production is
the key in our ability to accomplish that goal.  We are focused on
accelerating our operational start up in North Dakota organizing
four GMXR-operated 1280 acre units in the Lewis and Clark play
with a total of sixteen well locations.  We have about a 50%
average working interest in these units and expect to be drilling
in late June or early July.  We will commit more than half of our
total capital expenditures in 2012 to the oil plays up from zero
in 2010.  Increasing the oil percentage of our production will
have the obvious economic benefits driven by the huge value gap
that exists between oil and natural gas and it will significantly
change the NAV of the company.  It is a game changer for the
company and its shareholders."

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

                        http://is.gd/CmaK3s

                        About GMX Resources

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

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

                           *     *     *

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

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


GNK, LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: GNK, LLC, a Limited Liability Company
        P.O. Box 1268
        Phoenix City, AL 36868
        5008 US Hwy 98
        Fort Walton Beach, FL 32549

Bankruptcy Case No.: 11-30835

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON & FORD
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  E-mail: jsf@whsf-law.com

Scheduled Assets: $1,800,515

Scheduled Debts: $1,632,000

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

The petition was signed by Kenneth L. Funderburk, managing member.


HARRY & DAVID: Wants to Cancel Pension Plan to Ensure Exit Funding
------------------------------------------------------------------
Harry & David Holdings, Inc., and its debtor affiliates seek to
terminate their defined benefit pension plan, telling the
Bankruptcy Court that they cannot obtain exit financing necessary
to confirm a chapter 11 plan and operate their businesses outside
of the bankruptcy cases without the termination of their pension
plan.

Specifically, the Debtors said if the Pension Plan is not
terminated, their noteholders will not provide the $55 million in
exit equity financing.  Furthermore, if the Debtors are unable to
obtain such exit equity financing, their ABL Lenders will not
provide $100 million in exit debt financing.

The Debtors explained that, in light of the risk that a post-
emergence termination of the Pension Plan would pose to the
Noteholders' equity investment, it would be unreasonable to expect
the Noteholders, or any investor, to commit $55 million in new
equity absent a termination of the Pension Plan.

In their motion, the Debtors seek an order pursuant to Section
363(b) of the Bankruptcy Code (i) determining that the financial
requirements for a "distress termination" of the Harry and David
Employees' Pension Plan are satisfied under Section 4041(c)(2)(B)
of the Employee Retirement Income Security Act of 1974, as
amended, 29 U.S.C. Sec. 1341(c)(2)(B); and (ii) approving the
termination of the Pension Plan.

                    $23.6MM Pension Obligation

The Pension Plan is one of the Debtors' largest debt obligations.
As of Jan. 1, 2011, the total unfunded liability for the Pension
Plan on an actuarial basis is estimated to be $23,600,000.  To
preserve liquidity, the Debtors did not make their minimum
required contribution to the Pension Plan due on April 15, 2011,
in the amount of $704,000 and in respect of the 2011 plan year.
The Debtors project that minimum required contributions to the
Pension Plan totaling $420,300 and $4,739,200 remain to be paid in
respect to the 2010 and 2011 plan years, respectively, but, with
the exception of the April 15, 2011 payment, are not yet due and
owing.  For the five year period 2011-2015, the minimum total
required contributions to the Pension Plan under the Code and
ERISA is estimated to be $24,228,200.

                       Potential PBGC Claim

If the Pension Plan is terminated, the PBGC likely will assert a
claim against the Debtors, on a joint and several basis, for the
Pension Plan's unfunded liabilities.  Based on the PBGC's method
for calculating claims for unfunded pension liabilities, the PBGC
has advised the Debtors that it will file a claim for termination
liability against the Debtors in the amount of $45 million.  In
the event that the Pension Plan is terminated prior to the
confirmation of the Plan, such a claim would generally be an
unsecured obligation in the chapter 11 case and, aside from any
premium the reorganized Debtors may be obligated to pay to the
PBGC under 29 U.S.C. Sec. 1396(a) as a result of such termination,
the reorganized Debtors would be relieved of any further liability
on account of the Pension Plan.

The Debtors reserve the right to dispute the amount of any such
claims.

                      Plan Support Agreement

Prior to the Petition Date, the Debtors executed a plan support
agreement with roughly 81% of the holders of their senior notes.

The Debtor's exit will be funded with (a) the proceeds of a
rights offering to purchase stock of the reorganized Debtors in
connection with their emergence from chapter 11 and (b) the $100
million ABL Exit Facility.

The proceeds of the Rights Offering will repay the Debtors' second
lien, $55 million debtor-inpossession financing facility, and the
$100 million ABL Exit Facility will be used to (a) refinance any
draws under the ABL DIP Facility and (b) fund the Debtors' post-
emergence operations, permitting the Debtors to exit chapter 11.

In connection with the anticipated Plan, eligible holders of the
Senior Notes will be entitled, as part of the Rights Offering, to
purchase stock in the reorganized Debtors at the price specified
in the Plan, which will be at a discount to the assumed "plan
value" for such stock under the Plan.  Under the anticipated Plan,
however, holders of the Senior Notes are not required to purchase
such stock.  As such, to ensure that the Debtors will have at
confirmation the full $55 million to repay amounts owing under the
Noteholder DIP Facility and exit these chapter 11 cases, the
Debtors prior to the Petition Date also entered into the Backstop
Agreement with the Noteholders.  Subject to, and on the terms of,
the Backstop Agreement, the Noteholders have committed to
purchase, at the same purchase price, stock in the reorganized
Debtors to the extent that the Rights Offering does not raise the
full $55 million to repay amounts owing under the Noteholder DIP
Facility.

In addition, under the proposed Plan, the Noteholders have agreed
to convert all of the Senior Notes to equity in the reorganized
Debtors.

The Noteholders have required, as a condition to their commitment
under the Backstop Agreement, and as a condition to their support
of the Plan, that the Debtors terminate the Pension Plan.

                        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: S.A.R.E. Determination Hearing Set for June 1
-----------------------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on June 1,
2011, at 11:00 a.m., to consider the motion to determine that
Hassen Real Estate Partnership, is a single asset real estate
entity.

Secured creditor CSMC 2006-C5 Azusa Avenue Limited Partnership,
relates that the Debtor's sole asset consisting of a single parcel
of real property upon which sits a shopping center commonly known
as the West Covina Village Shopping Center located at the
northwest corner of Azusa Avenue and Workman Avenue in West
Covina, California.  The property secures the loan.

The lender adds that the Debtor generates substantially all of its
gross income from the property and engages in no other business
that is not merely incidental to the operation of the property.

The lender is represented by H. Mark Mersel, Esq. at Bryan Cave
LLP.

           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.


HORIZON LINES: BlackRock Discloses 6.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 1,981,623 shares of common stock of Horizon
Lines Inc. representing 6.44% of the shares outstanding.  At
April 25, 2011, 30,884,040 shares of the Company's common stock,
par value $.01 per share, were outstanding.

                        About Horizon Lines

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

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

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

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

                           *     *     *

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

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


HOUGHTON MIFFLIN: Moody's Says Revised Refinancing Terms No Effect
------------------------------------------------------------------
Moody's Investors Service said Houghton Mifflin Harcourt
Publishers Inc. (HMH) ratings including its Caa1 Corporate Family
Rating (CFR), the Caa1 rating on its proposed bonds, and stable
rating outlook are not affected by the changes to its proposed
refinancing structure. HMH is revising the size of its proposed
senior secured first lien bond to $300 million from $1.35 billion,
and cancelling its proposed 2017 term loan offering and extension.
The company is proceeding with an amendment to its existing credit
facility to permit the proposed bond offering and with planned
modifications to its accounts receivable securitization facility.
Moody's is withdrawing the Caa1 rating on the proposed 2017 term
loan due to the cancellation of the tranche. The loss given
default assessments and point estimates on the proposed bond and
the existing credit facility are not affected.

Withdrawals:

   Issuer: Houghton Mifflin Harcourt Publishers Inc.

   -- Senior Secured First-Lien Bank Credit Facility (Term Loan
      due 2017), Withdrawn, previously rated Caa1, LGD3 - 48%

The proposed changes will result in a shorter maturity profile as
all of the $2.9 billion outstanding under the existing credit
facility is due by June 2014. This is considerably larger than the
approximate $800 million of debt maturities through 2014 that
would have existed under the structure rated on May 9, 2011. The
increase in refinancing risk over the next three years is a credit
negative, but one that can be accommodated within the existing
Caa1 CFR. Moody's does not anticipate the change in the financing
structure will materially affect leverage or the mix of the amount
of secured first-lien debt. However, the cash burn should decline
modestly as a smaller amount of bank debt will be refinanced into
a higher coupon bond.

Moody's view that HMH will have an adequate liquidity position is
not affected by the proposed refinancing changes. HMH plans to
utilize the net proceeds from the proposed bond offering to
refinance the $150 million 7.2% notes that matured in March 2011
and were temporarily funded with cash and receivables facility
drawings, and to increase its cash balance. The higher cash
balance provides more cushion for HMH's highly seasonal cash flow
and will improve its liquidity position. The proposed changes in
the accounts receivable securitization to extend the maturity by
one year to August 2014 and increase the borrowing base (by
relaxing some of the ineligible receivables) would still be in
place and are also beneficial to HMH's liquidity.

The stable rating outlook reflects the company's adequate
liquidity position for the next 12 months, which Moody's believe
provides some flexibility to execute growth initiatives and manage
the effects of continued pressure on state and local government
budgets. However, the much higher level of debt maturing in 2014
creates incremental refinancing risk and additional near-term
pressure to improve performance. Downward rating pressure could
occur sooner than under the previously proposed structure if HMH
is unable to meaningfully grow revenue and EBITDA or if Moody's
concern regarding the company's ability to refinance its 2014
maturities increases.

HMH'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; (iii) 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 HMH's core industry and
believes HMH' ratings are comparable to those of other issuers
with similar credit risk. The principal methodology used in the
instrument ratings was Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

HMH, headquartered in Boston, MA, is one of the three largest U.S.
education publishers focusing on the K-12 market with
approximately $1.6 billion of revenue in its fiscal year ended
December 2010.


HUGHES TELEMATICS: Incurs $22.7-Mil. First Quarter Net Loss
-----------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q, reporting a net loss of
$22.72 million on $15.96 million of total revenues for the three
months ended March 31, 2011, compared with a net loss of
$22.71 million on $8.16 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $110.12
million in total assets, $186.96 million in total liabilities and
a $76.84 million total stockholders' deficit.

As of March 31, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $26.1 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$7.8 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/Udygnm

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.


INNKEEPERS USA: Disclosure Disputes Resolved, Confirmation Set
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Innkeepers USA Trust received informal approval of the disclosure
statement at a May 13 hearing after reaching an agreement with
Lehman Ali Inc. and Midland Loan Services Inc., the primary
secured lenders.  The confirmation hearing for approval of the
plan is tentatively set for June 23.

According to the report, under the agreement, Lehman Ali, a non-
bankrupt subsidiary of Lehman Brothers Holdings Inc., is to
receive $233 million in cash for its $238 million in floating-rate
mortgages on 20 of the Innkeepers properties.  Lehman Ali will be
paid in full, the disclosure statement said.  Midland, the
servicer for $825 million of fixed-rate mortgages on 45 hotels,
is to take home $725.8 million in modified mortgages and
$12.8 million in cash.  Midland's recovery is almost 88%,
according to the disclosure statement.

Mr. Rochelle relates that Lehman and Midland had both objected to
the disclosure statement, saying the modified plan couldn't be
confirmed because it would allow Apollo Investment Corp.,
Innkeepers' owner, to have a recovery that could amount to several
million dollars.  They papered over the dispute by setting aside
$4 million for later resolution with regard to whether Midland and
Lehman had guarantees from an Innkeepers subsidiary enabling them
to have the recovery rather than Apollo.

Mr. Rochelle recounts that Innkeepers' plan was revised on May 9
to implement the results of this month's auction where the high
bid of $1.12 billion for 64 hotels came from a joint venture
between Cerberus Capital Management LP and Chatham Lodging Trust.
They will contribute $400.5 million in equity to become owners,
Innkeepers' lawyer said at the hearing.  In addition, Chatham will
pay $195 million for five other hotels.  On those hotels,
mortgages will be paid down by $25 million while mortgages for
$134.3 million will be assumed.  Holders of $131.3 million in
mezzanine loans against the 65 hotels will recover $2.6 million,
Innkeepers told the court at the May 13 hearing.

According to the report, general unsecured creditors, with as much
as $7 million in claims, will split $4.65 million cash, the
disclosure statement said before the final settlement was reached
just before the May 13 hearing.  The unsecured creditors' recovery
would range from 67.6% to almost full payment, the disclosure
statement at the time said.

About $70 million in loans made during the Chapter 11 case will be
paid off from the purchase price paid by Cerberus and Chatham.

There will be no recovery for equity holders.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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


ISTAR FINANCIAL: Files Form 10-Q; Posts $83.9-Mil. Q1 Income
------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $83.90 million on $111.58 million of total revenue for the
three months ended March 31, 2011, compared with a net loss of
$16.14 million on $173.32 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.88 billion in total assets, $7.11 billion in total liabilities,
and $1.77 billion in total equity.

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

                        http://is.gd/tEzbTf

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                          *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JAMES RIVER: Incurs $7.6-Mil. First Quarter Net Loss
----------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $7.60 million on $164.58 million of revenue for the
three months ended March 31, 2011, compared with net income of
$23.24 million on $184.60 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.42 billion in total assets, $971.53 million in total
liabilities and $452.41 million in total shareholders' equity.

Peter T. Socha, Chairman and Chief Executive Officer commented:
"This was an incredibly busy quarter for James River Coal Company.
We substantially completed a very large acquisition, we completed
three large capital markets transactions, and we continued to
implement new and enhanced mining regulations.  While all of these
items had a short-term negative impact on our financial results
during the quarter, we expect all of them to have a significant
positive impact later this year and into 2012.  We are heading
into stronger coal markets with a larger base of operations, a
broader product portfolio, and a much stronger financial profile.
We believe we are very well positioned for the future."

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

                       http://is.gd/UW7m0V

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JAMES RIVER: BlackRock Discloses 11% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 3,717,185 shares of common stock of James River
Coal Company representing 11.00% of the shares outstanding.  The
number of shares of the Company's common stock, par value $.01 per
share, outstanding as of April 19, 2011, was 35,521,434.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at March 31, 2011, showed $1.42
billion in total assets, $971.53 million in total liabilities and
$452.41 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JAVO BEVERAGE: Effective Date of Plan Occurred on May 13
--------------------------------------------------------
On April 28, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered an order the First Amended Plan of Javo Beverage
Company.

In a regulatory filing Friday, the Company disclosed that the
effective date of the Plan occurred on My 13, 2011.  In accordance
with the Plan, all holders of the Company's preferred stock,
common stock, warrants or any other form of equity interests, or
claims arising from or related to the foregoing equity interests,
will not receive any distribution under the Plan or retain any
value on account of such interests.  On the Effective Date,
without any further action, all equity interests in the Company as
of the Effective Date, including, preferred stock, common stock,
and warrants, have been automatically canceled and extinguished.
Also pursuant to the confirmation order for the Plan, the
reorganized company will not be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, effective as
of the Effective Date.  Accordingly, the Company does not intend
to file any further current or periodic reports pursuant to the
1934 Act.

                       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.


JETBLUE AIRWAYS: Posts $3-Mil. First Quarter Net Income
-------------------------------------------------------
JetBlue Airways Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $3 million on $1.01 billion of total operating
revenues for the three months ended March 31, 2011, compared with
a net loss of $1 million on $871 million of total operating
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $6.84
billion in total assets, $5.17 billion in total liabilities and
$1.67 billion in total stockholders' equity.

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

                        http://is.gd/cMoFCB

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JUMA TECHNOLOGY: Suspending Filing of Reports with SEC
------------------------------------------------------
Juma Technology Corp. filed a Form 15 notifying of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to its common stock, par value $.0001 per share.  The holders of
the Company's common shares as of May 10, 2011, total 97.

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company reported a net loss of $10.14 million on $1.96 million
of sales for the year ended Dec. 31, 2010, compared with a net
loss of $12.40 million on $1.08 million of sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $3.45 million
in total assets, $23.28 million in total liabilities, and a
$19.83 million stockholders' deficiency.

As reported by the TCR on April 4, 2011, Seligson & Giannattasio,
LLP, in White Plains, New York, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses.  The realization of a major portion
of its assets is dependent upon its ability to meet its future
financing needs and the success of its future operations.


KANSAS CITY: S&P Raises CCR to 'BB'; Outlook is Stable
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Kansas City, Mo.-based Kansas City
Southern (KCS) to 'BB' from 'BB-'. The outlook is stable.

"The upgrade reflects KCS' improved cash flow adequacy and asset
protection measures resulting from its debt reduction and improved
operating profitability," said Standard & Poor's credit analyst
Anita Ogbara. "Over the past year, KCS has lowered its reported
debt by $337 million (to $ 1.6 billion as of March 31, 2011) and
increased operating income by 55% to $506 million. The company has
also taken steps to enhance its liquidity position by securing
additional revolver commitments in Mexico and maintaining adequate
covenant cushion under its various credit facilities."

The ratings on KCS reflect a financial risk profile that, while
improving, remains somewhat weaker than those of its Class 1 peer
railroads, substantial capital spending requirements, and
meaningful exposure to cyclical end markets such as automotive and
manufacturing, particularly in Mexico through subsidiary, Kansas
City Southern de Mexico S.A. de C.V. (KCSM), the Mexican
railroad company it acquired in April 2005. The favorable
characteristics of the U.S. freight railroad industry and KCS's
strategically located rail network partly offset these risks. "We
characterize the company's business risk profile as satisfactory,
financial risk profile as significant, and liquidity as adequate.
Liquidity has previously been a constraining factor for the
ratings, although it has improved significantly over the past few
years. The ratings incorporate our expectation that KCS will
manage capital expenditures and growth initiatives in a
disciplined manner, maintaining funds from operations (FFO) to
total debt in the high-20% area and debt to capital in the
mid-40% area," S&P continued.

"The outlook is stable. In the near term, we expect volume
momentum to continue as a result of the gradually improving
overall economy, particularly in Mexico. We also expect KCS to
continue generating satisfactory operating profitability and free
cash flow due to generally favorable pricing trends and ongoing
efficiency improvements. As a result of KCS's ongoing debt
reduction and improved financial profile, we expect near-term
improvement in the company's credit measures, maturity profile,
and liquidity. Furthermore, given the rebound in freight volumes
and stable pricing, we expect KCS's operating performance,
profitability, and cash flow to continue strengthening in the
next few quarters," according to S&P.

"We could raise the ratings if earnings improvement results in FFO
to total debt in the low-30% area on a sustained basis," Ms.
Ogbara continued. "On the other hand, we could lower the ratings
if liquidity becomes constrained or if FFO to total debt falls
consistently into the low-20% area."


KENTUCKIANA HOSPITAL: U.S. Trustee Seeks Case Dismissal
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the reorganization of Kentuckiana Medical Center LLC may be near
an end, although it's unclear whether it will be liquidated in
Chapter 7 or have the Chapter 11 case dismissed outright.

Mr. Rochelle recounts that the creditors' committee has a motion
on the June 2 calendar asking the bankruptcy judge to convert the
case to a liquidation in Chapter 7.

According to Mr. Rochelle, the U.S. Trustee, however, believes
there are no assets not subject to the lien of the secured lender.
Consequently, the U.S. Trustee filed a motion last week telling
the judge how the case should be dismissed because there would be
nothing for a trustee to administer.  The hospital has been saying
it needs several million dollars in new financing to build out the
facility and
reorganize.

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


LA DODGERS: MLB Preparing on Ch. 11 Petition by Owner
-----------------------------------------------------
Bill Shaikin at the Los Angeles Times reports that Major League
Baseball is preparing for the possibility that Frank McCourt might
take the Dodgers into bankruptcy court before the league could
strip him of the team.

According to the report, bankruptcy could provide Mr. McCourt with
the authority and funding to remain in control of the Dodgers, at
least in the short term, experts said.  The league is "looking
hard" at that option, said a personal familiar with the matter but
not authorized to comment publicly because of the potential for
litigation.

The LA Times relates that the embattled owner would almost
certainly face opposition in bankruptcy court from the league,
which could use a "voluntary termination" clause as empowered by
the MLB constitution to revoke a franchise upon a bankruptcy
filing.

In appointing a financial overseer for the Dodgers three weeks
ago, Commissioner Bud Selig authorized an investigation into "the
operations and finances of the Dodgers and related entities."
According to one person briefed on the matter, investigators want
to learn whether Mr. McCourt would default on loans to the related
entities if the Dodgers filed for bankruptcy.  Those entities,
including companies controlling Dodger Stadium and the surrounding
land, are largely funded with revenue generated by the Dodgers.

The LA Times notes bankruptcy courts need not yield to MLB rules.
One high-ranking major league executive, speaking on condition of
anonymity because of the potential for litigation, expressed
surprise Mr. McCourt did not file for protection as soon as Mr.
Selig announced his intervention.

Mr. McCourt's argument to a bankruptcy judge would be the same one
he has made to MLB executives and in media interviews: The
Dodgers' financial problems would be resolved with the approval of
a long-term broadcast contract with Fox.

That contract has been with Mr. Selig for five weeks, even with
the Dodgers in danger of missing payroll.  If Mr. McCourt were
able to convince the bankruptcy judge that he could repay his
creditors if the Fox contract were approved, the judge could grant
approval over Mr. Selig's objections.


LA JOLLA: Conversion Price of Preferred Stock Adjusted
------------------------------------------------------
The conversion price for the Series C-1 1, C-2 1, D-1 1, D-2 1 and
E Convertible Preferred Stock previously designated by La Jolla
Pharmaceutical Company was automatically adjusted such that each
share of Preferred Stock would thereafter be convertible into
approximately 166,667 shares of the Company's common stock.
Pursuant to the Company's Certificates of Designations for the
Preferred Stock, the adjustments were required to be made
following the Company's previously announced 1-for-100 reverse
split of the common stock, which was effected on April 14, 2011,
and the adjusted conversion ratio was based on the average of the
closing sale prices of the Company's common stock for the five
consecutive trading days commencing on May 2, 2011.

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.93 million
in total current assets, $6.40 million in total current
liabilities $47,000 in Series C-1 redeemable convertible preferred
stock, and $482,000 in total stockholders' equity.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LA JOLLA: Has 2.16 Million Common Shares Issued and Outstanding
---------------------------------------------------------------
La Jolla Pharmaceutical Company, on May 9, 2011, reported that on
that date it had converted approximately 7 shares of Series C-1 1
Convertible Preferred Stock into 1,172,329 shares of common stock.
Following these conversions, the Company had a total of 2,165,331
shares of common stock issued and outstanding.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.93 million
in total current assets, $6.40 million in total current
liabilities $47,000 in Series C-1 redeemable convertible preferred
stock, and $482,000 in total stockholders' equity.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAKOTA CANYON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lakota Canyon Ranch Development, LLC
        aka Lakota Investment Company, LLC
            JJ Mustang, LLC
            Lakota Canyon Ranch Recreation Center, LLC
            Hyman Street Brownstones II, LLC
            Lakota Canyon Golf Company, LLC
            Keator Grove, LLC
            Whitehorse Village, LLC
        1900 Eastwood Road, Suite 11
        Wilmington, NC 28403

Bankruptcy Case No.: 11-03739

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)
       Wilmington Division

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

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

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

The petition was signed by John A. Elmore, II, member/manager.

Affiliate that previously filed a Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Surf City Investment, LLC             11-01398            02/24/11

Lakota Canyon's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Garfield County Treasurer          --                     $209,389
P.O. Box 1069
Glenwood Springs, CO 81602-1069

Nebraska National Bank             --                     $126,475
P.O. Box 397
Kearney, NE 68847

Myler Law Firm                     --                      $34,403
211 Midland Avenue, #201
Basalt, CO 81621

Pitkin County Treasurer            --                      $13,860

Xcel Energy                        --                       $9,238

Colorado Water Well Pump           --                       $6,987

Colorado Golf & Turf Inc.          --                       $5,915

Collett Enterprises                --                       $5,856

Titleist - Acushnet Company        --                       $4,091

Western Slope Materials Inc.       --                       $2,423

Mountain Roll-Offs                 --                       $1,959

ModSpace                           --                       $1,344

Keator Grove Master Assoc.         --                         $988

Oakley                             --                         $946

Eastern Pacific Apparel            --                         $910

Grand Junction Pipe & Supply       --                         $744

Direct TV                          --                         $677

Comcast                            --                         $628

FootJoy                            --                         $643

PING                               --                         $551


LIBBEY INC: Files Form 10-Q; Posts $1-Mil. 1st Qtr. Net Loss
------------------------------------------------------------
Libbey Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting a net loss of $1.00
million on $181.01 million of net sales for the three months ended
March 31, 2011, compared with net income of $55.41 million on
$173.90 million of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $778.87
million in total assets, $758.58 million in total liabilities and
$20.29 in million total shareholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/oQS6NQ

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LOCAL INSIGHT: Court OKs Duff & Phelps as Valuation Consultants
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Local Insight Media Holdings, Inc., et al.,
to employ Duff & Phelps LLC as its valuation consultants.

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

                         About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.


LOMBARD PUBLIC: S&P Raises Issuer Rating to 'B-'; Outlook is Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Lombard Public Facilities Corp. (LPFC) to 'B-' from 'CC'. "The
outlook is negative. The recovery rating remains '4', indicating
our expectation for average (30%-50%) recovery in the event of
default," S&P said.

The rating action results from Standard & Poor's belief that LPFC
will not attempt to restructure the project debt in the near term
following its rejection of the tender offer to the bondholders of
series 2005 A-1, series 2005 A-2, and Series 2005 C.

"We still think that the project has limited financial
flexibility, but its performance is beginning to improve after
reaching a low point in 2010," said Standard & Poor's credit
analyst Jodi Hecht.

Revenue per available room (RevPAR) declined 7% to about $69 in
2010 from a high of about $74 in 2008. The project's liquidity is
critical to supporting the rating. It has funded reserves in
excess of one year's debt service requirements. This reserve,
combined with the annual $2 million the project receives from the
Village of Lombard under the Tax Rebate Agreement if there
is a shortfall in hotel net revenues, provides additional cash
flow while the project continues to ramp up. "We think it may
reach stabilization in 2014, two years after the original
management forecast of 2012; a credit concern is that principal
amortization begins in 2013, increasing series 2005 A annual debt
service requirements by 21%," S&P related.

LPFC is the owner of a 500-room Westin Hotel & Resorts hotel and
conference center in Lombard, Ill. It opened on Aug. 22, 2007.
Westin, a subsidiary of Starwood Hotels & Resorts Worldwide Inc.
(BB+/Stable/--), operates the hotel under a 15-year operating
agreement. The project's poor creditworthiness derives from its
poor financial performance, as it opened shortly before the impact
of the recession contributed to a severe downturn in the
nationwide hospitality market, which hit the Lombard region
particularly hard. "We think the project still faces significant
market competition as the Lombard hospitality market begins to
rebound after three years of RevPAR declines," noted S&P.

S&P continued, "The negative outlook on the rating reflects our
expectation that the project will not achieve 1.0x coverage of all
obligations, including the furniture, fixture, and equipment
deposits, from the project's net income in 2011. While the project
has enough liquidity to support series A bond debt service for
more than one year, we could lower the rating if the financial
performance remains at this level beyond 2011 and the level of
liquidity significantly deteriorates. We may revise the outlook
back to stable if the project's performance begins to improve,
liquidity begins to build, and the DSCR returns to 2008 levels."


MACROSOLVE INC: Incurs $507,405 Net Loss in March 31 Quarter
------------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $507,405 on $116,003 of net sales for the quarterly period
ended March 31, 2011, compared with a net loss of $445,988 on
$274,230 of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.73 million in total assets, $1.66 million in total liabilities
and $69,781 in total stockholders' equity.

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

                        http://is.gd/Xn21nk

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MAJESTIC STAR: Fighting Tax Bill to Implement Plan
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
although Majestic Star Casino LLC won confirmation of its
reorganization plan in March, it can't be implemented in
significant part on account of a real estate tax dispute with the
county where the riverboat casino is located.  If Majestic loses
the valuation trial and is stuck with a $19 million tax bill
rather than an estimated $6 million refund, the company may be
required to unwind the plan.

                      About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
Dec. 8, 1993, as an Indiana limited liability company to provide
gaming and related entertainment to the public.  The Company
commenced gaming operations in the City of Gary at Buffington
Harbor, located in Lake County, Inc., on June 7, 1996.  The
Company is a multi-jurisdictional gaming company with operations
in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on Nov. 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MARONDA HOMES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Maronda Homes, Inc. filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $82,887,733
  B. Personal Property              $896,816
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $89,770,348
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $865,058
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,138,297
                                 -----------      -----------
        TOTAL                    $83,784,549      $91,773,703

                       About Maronda Homes

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

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

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


MARONDA HOMES: Gets Interim Nod to Use Cash Collateral 'til May 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has granted Maronda Homes, Inc., et al., permission, on an interim
basis, to use Lenders' cash collateral through May 31, 2011, in
the form of the net proceeds received upon closings of the sale of
residential homes built by the Debtors, to make payment of
ordinary and necessary expenses, in accordance with a budget.

The Lenders are: Bank of America, N.A., Wells Fargo Bank, N.A.,
Wachovia Bank, National Association, PNC Bank, National
Association, KeyBank National Association, Huntington National
Bank, Fifth Third Bank, Regions Bank, BMO Capital Markets
Financing, Inc., SunTrust Bank, N.A., Compass Bank (as successor
to Guaranty Bank), Compass Bank, Comerica Bank, and U.S. Bank
National Association.

As further adequate protection, the Lenders' pre-petition mortgage
liens on Debtors' real estate are reaffirmed; but that affirmation
will not constitute a release of damage claims the Debtors may
against all or any of the Lenders.

A further hearing on the Debtor's continued use of cash collateral
will be held on May 26, 2011, at 11:00 a.m.  Objections to the
entry of a further collateral will be filed and served no later
than May 20, 2011.

                       About Maronda Homes

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

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


MERUELO MADDUX: Has Final OK to Use Cash Collateral Until July 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Meruelo Maddux Properties, Inc., et al., permission,
on a final basis, to use cash collateral of the Cash Collateral
Creditors, through July 31, 2011.  The use of cash collateral will
be in the amounts and for the expenses set forth in a budget.
Absent further order of the Court, as to each Debtor owning a Cash
Collateral Property, the Debtor will not deviate in its usage of
cash collateral by more than 20% in the aggregate of all the line
item expenditures from that projected for that Debtor for the
direct expenses of that Debtor, and the Debtors will only expend
such funds as are necessary to operate and preserve their
business.

The Debtors are also authorized to use their integrated Cash
Management System, to manage their cash, to pay intercompany
payables and to extend intercompany credit, in a manner consistent
with the Debtors' prepetition practice; provided, however, that
the Debtors will not make any payment against or pay down a
prepetition intercompany balance or debt.

Absent further order of the Court, the Debtors will not use cash
collateral to pay for the expenses of Meruelo Maddux - 845 S.
Flower Street, LLC, Meruelo Chinatown, LLC, or of any non-debtor
affiliate.

As adequate protection for the use of cash collateral, in addition
to the equity in the Cash Collateral Properties, the Court orders
as a base level of adequate protection ("Base Adequate
Protection") the following:

a. each Cash Collateral Creditor is granted a replacement lien in
   its respective postpetition cash collateral, with the same
   force, effect, validity and priority of the liens held by the
   Cash Collateral Creditor in or against its respective
   prepetition real property collateral;

b. the Debtors will maintain and preserve the Cash Collateral
   Properties by payment of the ordinary expenses for maintaining
   and preserving the real property collateral; and

c. the Debtors will pay real property taxes due and payable on and
   after Nov. 1, 2009, owing to the County of Los Angeles
   assessed against the Cash Collateral Properties on or before
   the date on which such taxes are due and payable without
   penalty.

The interests of Cash Collateral Creditors California Bank & Trust
and Chinatrust Bank, USA, in the cash collateral are found and
determined not to be adequately protected by the Base Adequate
Protection alone.  CB&T and Chinatrust will receive as additional
adequate protection, cash payments ($24,000 per month for CB&T;
$32,000 for Chinatrust) and a lien on the Replacement Lien
Property Pool (referring to Real Properties owned by Debtors Merco
Group - 5707 S. Alameda, LLC, and Meruelo Maddux - 1000 E. Cesar
Chavez, LLC) in an amount actually used from March 27, 2009,
through July 31, 2011).

The interests of Bank of America in cash collateral generated from
the Union Lofts Property is found and determined not to be
adequately protected by the Base Adequate Protection alone.  As
further adequate protection, Bank of America will receive cash
payments of $20,000 per month and a junior replacement lien
against the Southpark Property (owned by Merco Group - Southpark,
LLC) in an amount equal to the interest that has and will accrue
at the default rate from Aug. 1, 2009, through July 31, 2011.

                       About Meruelo Maddux

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

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

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

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

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

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

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


METROPARK USA: Court Extends Filing of Schedules Until June 17
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of Metropark
USA, Inc., the deadline to file schedules of assets and
liabilities, schedules of current income and expenditures,
unexpired leases, and statements of financial affairs until
June 17, 2011.

The Debtor said that due to the complexity and diversity of its
operations, and the burdens occasioned by preparing for its
Chapter 11 case, it anticipates that it will be unable to complete
its Schedules and Statements in the 15 days provided under
Bankruptcy Rule 1007(c).  To prepare its Schedules and Statements,
the Debtor must compile information from books, records, and
documents relating to a myriad of claims, assets, and contracts.
"This information is voluminous and is located in numerous places
throughout the Debtor's organization.  Collection of the necessary
information requires an enormous expenditure of time and effort on
the part of the Debtor and its employees," the Debtor stated.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, serve as the
Debtor's bankruptcy counsel.  CRG Partners Group, LLC, is the
Debtor's financial advisor.  Omni Management Group serves as the
Debtor's claims and noticing agent.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


METROPARK USA: Has OK To Hire Omni Management as Claims Agent
-------------------------------------------------------------
Metropark USA, Inc., sought and obtained authorization from the
Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to employ Omni Management Group as claims and
noticing agent, nunc pro tunc to May 2, 2011.

Omni will, among other things:

     a. prepare and serve required notices in the Debtor's Chapter
        11 case;

     b. within five business days after the service of a
        particular notice, prepare for filing with the Clerk an
        affidavit of service that includes (i) a copy of the
        notice served, (ii) an alphabetical list of persons on
        whom the notice was served, along with their addresses,
        and (iii) the date and manner of service;

     c. assist the Debtor in filing its Schedules of Assets and
        Liabilities, Schedules of Executory Contracts and
        Unexpired Leases, and Statements of Financial Affairs; and

     d. provide the filing location for all proofs of claim and
        proofs of interest, and receive and maintain copies of all
        proofs of claim and proofs of interest filed in this case.

The hourly rates of the firm's personnel are:


        Senior Consultants                      $195-$275
        Consultants/Project Specialists          $75-$150
        Programming                             $130-$185
        Clerical Support                         $35-$95
        Quality Assurance                        $35-$75

Brian K. Osborne, member of Omni, assured the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, serve as the
Debtor's bankruptcy counsel.  CRG Partners Group, LLC, is the
Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


METROPARK USA: Seeks to Sell Intellectual Property, Store Leases
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Metropark USA Inc. is
seeking to sell its store leases, name and other intellectual
property now that it's launched going-out-of-business sales at all
of its stores.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, serve as the
Debtor's bankruptcy counsel.  CRG Partners Group, LLC, is the
Debtor's financial advisor.  Omni Management Group serves as the
Debtor's claims and noticing agent.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


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

The Debtors related 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 is (i) assisting the Debtors in litigation
involving Chex, CIT, LC2, and Oxford; and (ii) performing
additional services as the Debtors may request from time to time.

The Debtors added that Maselli Warren will coordinate efforts with
Lowenstein Sandler, PC, the proposed bankruptcy counsel, 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.


MOLECULAR INSIGHT: Files Form 15 to Deregister Common Stock
-----------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed a Form 15 with the
Securities Exchange Commission on May 13, 2011, 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 reported in the TCR on May 4, 2011, The Nasdaq Stock Market
LLC, on Jan. 21, 2011, filed a Form 25 with the SEC to delist
Molecular Insight's common stock from the Nasdaq Global Market,
which delisting took effect on Jan. 31, 2011.  The Board of
Directors of the Company, after careful analysis and deliberation,
determined that any beneficial effect to the Company of being
registered is substantially outweighed by the significant costs
associated with regulatory compliance and decided to suspend the
reporting obligations pursuant to the SEC rules, particularly in
light of the pending Chapter 11 reorganization proceedings that
was commenced by the Company on Dec. 9, 2010, under the U.S.
Bankruptcy Code.

The Company anticipates that, as a consequence of the
deregistration, the Company's common stock will no longer be
eligible for trading on the Over-the-Counter Bulletin Board.

A complete text of the Form 15 is available for free at:

                       http://is.gd/OtHTEW

                     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.

As reported in the TCR on May 9, 2011, at a hearing held on May 5,
2011, the Bankruptcy Court confirmed the Company's Amended Plan of
Reorganization.  Molecular Insight is scheduled to emerge from
Chapter 11 as a fully restructured company by late May 2011.


MORGANS HOTEL: FMR LCC Discloses 0.248% 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 75,331 shares of common stock of
Morgans Hotel Group Co. representing 0.248% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock, par value $0.01 per share, as of May 6, 2011, was
30,421,363.

                     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.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and
$10.92 million noncontrolling interest.


MPC CORP: Amended Plan of Liquidation Effective
-----------------------------------------------
BankruptcyData.com reports that the Second Amended Plan of
Liquidation of MPC Corporation and its subsidiaries became
effective, and the Company emerged from Chapter 11 protection.

The Company, whose primary business was providing PC-based
products and services to mid-sized businesses, government agencies
and education organizations, attributed its bankruptcy to an
increase in operating costs in expenses related to its October
2007 acquisition of Gateway Companies.

At that time, MPC's C.E.O., John Yeros, said, "Unforeseen issues
surrounding our integration of the Gateway Professional business
unit, combined with adapting the operations of our manufacturing
partner to additional customized requirements have proven more
challenging than originally anticipated, and have contributed to
extensive losses. We evaluated all strategic alternatives, and
concluded that the filing was necessary at this time."

                       About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com/-- sells personal computer and provides
computer softwares and hardwares to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.

The Company and eight of its affiliates filed for Chapter 11
protection on Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-
12673).  Richard A. Robinson, Esq., at Reed Smith LLP, represents
the Debtors in their restructuring efforts.  The Debtor selected
Focus Management Group USA, LLC, as its financial advisor.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the chapter 11 cases of MPC Corporation
and its debtor-affiliates.  Hahn & Hessen LLP has been named as
Committee's lead counsel.  As of June 30, 2008, the Debtors have
$258.3 million in total assets and $277.8 million in total debts.


NEVADA STAR: Court OKs Eastern Consolidated as Real Estate Broker
-----------------------------------------------------------------
The Hon. Peter Carroll the U.S. Bankruptcy Court for the Central
District of California authorized Chapter 11 estate of Nevada
Star, LLC, to employ Eastern Consolidated and its sales director,
Lipa Lieberman, as real estate broker.

Madison Realty Capital, L.P., a prepetition creditor, sought for
the appointment of a broker in the Debtor's estate.

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

Madison Realty is represented by:

         BRYAN CAVE LLP
         Katherine M. Windler, Esq.
         120 Broadway, Suite 300
         Santa Monica, CA 90401-2386
         Tel: (310) 576-2100
         Fax: (310) 576-2200
         E-mail: katherine.windler@bryancave.com

                        About Nevada Star

Beverly Hills, California-based Nevada Star, LLC, filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-26188) on
April 26, 2010.  Michael Jay Berger, Esq., who has an office in
Beverly Hills, California, represents the Debtor.  The Company
disclosed $22,274,634 in assets and $12,191,750 in liabilities as
of the Petition Date.

The Official Committee of Unsecured Creditors in the Debtor's
case tapped Lewis R. Landau, Attorney at Law, as its general
bankruptcy counsel.

On May 3, 2011, the Court confirmed the Debtor's Second Amended
Consolidated Chapter 11 Plan of Liquidation dated as of May 4,
2011.


NEW STREAM: Has Final OK for Up To $56.8-Mil. of DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered, on
April 25, 2011, its final order, authorizing New Stream Secured
Capital, Inc., et al., to obtain post-petition financing of up to
$56,824,935, including up to an additional $15,000,000 in new
financing, from the DIP Lenders, to be used solely by New Stream
Insurance, LLC, to fund the actual premium payments and related
servicing fees of the insurance policies (the "Permitted Premium
Payments") in the NSI Life Portfolio and the fees and expenses to
be paid under the DIP Credit Agreement, pending the sale (of the
NSI Life Portfolio to affiliates of the DIP Lenders).

NSI's use of borrowings under the DIP Facility and use of cash
collateral, subject to Permitted Variances, will be in accordance
with a 13-week rolling budget and subsequent approved budgets.

A copy of the Final DIP Financing Order is available for free at:

  http://bankrupt.com/misc/newstream.finaldipfinancingorder.pdf

                         The DIP Financing

As reported in the March 16, 2011 edition of the Troubled Company
Reporter, New Stream Capital LLC is seeking approval to obtain up
to $56.8 million of debtor-in-possession financing from an
affiliate of McKinsey & Co., which is under contract to buy the
portfolio for $127.5 million.  Before the bankruptcy, the lender
advanced $41.8 million on a secured basis for the payment of
policy premiums.

The DIP Facility will consist of $15,000,000 of new financing and
a roll-up of $41,824,935 of the prepetition senior loan
obligations.

A copy of the DIP financing agreement is available for free at:

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

The DIP facility will incur interest at LIBOR, plus 5.50% with a
LIBOR floor of 3.50%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The Debtors are required to pay a host of fees, including: (i)
initial fee -- 2.50% of the Additional Commitment, payable to the
Administrative Agent for the account of each DIP Lender; (ii)
unused commitment fee -- 0.25% per annum on the unused portion of
the DIP Credit Facility at times as outstanding loans thereunder
are less than the amount of the total commitment; and (iii) agent
fee -- $50,000 per month until the occurrence of the DIP
expiration date.

The Debtors will grant senior, first-priority, fully-perfected
liens to the Collateral Agent, for the benefit of the DIP Lenders,
upon all of the collateral, which DIP Liens will prime all NSI
prepetition liens and any other liens on the collateral, other
than the MIO prepetition liens, as to which the DIP Liens will be
pari passu.  The Debtors will also grant superpriority claims to
the Collateral Agent, for the benefit of the DIP Lenders, and to
the DIP Lenders, with priority over all administrative expenses.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NEW YORK DOUBLE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: New York Double Inc.
        3317 Avenue N
        Brooklyn, NY 11234

Bankruptcy Case No.: 11-44051

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $5,000,000

Scheduled Debts: $11,584,475

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-44051.pdf

The petition was signed by Yehuda Nelkenbaum, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Martense New York, Inc.               09-48910            10/09/09
New York Spot, Inc.                   11-43786            05/04/11


PACIFIC FIRST: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pacific First Redlands, LLC
        7226 Sepulveda Boulevard, Suite 200
        Van Nuys, CA 91405

Bankruptcy Case No.: 11-15947

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: Armen Janian, Esq.
                  LAW OFFICES OF JANIAN AND ASSOCIATES
                  620 N. Brand Boulevard
                  Glendale, CA 91203

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-15947.pdf

The petition was signed by Danny Simon, sole member.


PHILLIPS RENTAL: Court Grants Additional 120 Days to File Plan
--------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee granted Phillips Rental
Properties, LLC, additional 120 days from April 6, 2011, to file
its plan of reorganization.

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq., who has an
office in Bristol, Tennessee, serves as the Debtor's bankruptcy
counsel.  The Debtor tapped Wayne Turbyfield of Lewis and
Associates as accountant.  The Debtor disclosed $13,499,682 in
assets and $9,650,892 in liabilities as of the Chapter 11 filing.


PHILLIPS RENTAL: Taps Wayne Turbyfield to Aid in Accounting Needs
-----------------------------------------------------------------
Phillips Rental Properties, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Tennessee for permission to employ
Wayne Turbyfield of Lewis and Associates as accountant.

Mr. Turbyfield will:

   a) review and assist in the preparation of monthly financial
      statements, bank reconciliations, check registers and detail
      general journals;

   b) review of all monthly, quarterly, and annual tax returns;
      and

   c) perform all other accounting services as needed for Debtor
      as debtor-in-possession.

The hourly rates of the firm's personnel are:

     CPA                           $135
     Staff Accountant               $70
     Support Staff                  $37

The Debtor relates that no prepetition monies or fees are owed to
Mr. Turbyfield or the accountant firm of Lewis and Associates.

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

               About Phillips Rental Properties, LLC

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq., who
has an office in Bristol, Tennessee, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $13,499,682 in assets
and $9,650,892 in liabilities as of the Chapter 11 filing.


PILGRIM'S PRIDE: S&P Affirms 'BB-' CCR; Outlook Revised to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on Greely,
Colo.-based Pilgrim's Pride Corp, including its 'BB-' corporate
credit rating on the company. The outlook is negative. The company
had reported debt outstanding of $1.46 billion as of
March 27, 2011.

"Our ratings on Pilgrim's Pride include one notch of implied
support from its parent, JBS USA Holdings," S&P stated.

"The outlook revision to negative reflects our opinion that higher
feed costs in the company's core chicken segment together with
weaker-than-expected pricing (primarily due to an oversupply of
chicken inventories leading into the first quarter of fiscal 2011)
will cause a significant EBITDA decline and lead to weaker-than-
expected credit measures in fiscal 2011," said Standard & Poor's
credit analyst Christopher Johnson.

"We believe adjusted EBITDA margins will decline by more than 250
basis points year-over-year resulting in full-year EBITDA of less
than $300 million and an adjusted debt to EBITDA ratio of close to
5.5x by fiscal year-end 2011," said Mr. Johnson, adding that these
projections are based on Standard & Poor's assumption that the
company will incur double-digit grain inflation in its chicken
raising operations in 2011, and that higher pricing will not fully
offset the increased grain costs. "Moreover, we believe these
anticipated operating conditions could pressure the company's
leverage covenant by fiscal year end," he said.

The corporate credit rating on Pilgrim's Pride Corp. is based on
an intermediate or hybrid approach that assesses the degree to
which Pilgrim's Pride is a stand-alone investment or an integrated
business of its majority owner, JBS USA Holdings Inc., which in
turn is owned by JBS S.A. (BB/Positive/--). Standard & Poor's
believes Pilgrim's Pride is a strategically important investment
for JBS and therefore have incorporated some implicit support from
JBS in Pilgrim's Pride's corporate credit rating.

The negative outlook reflects Standard & Poor's opinion that
operating performance is likely to remain weaker than originally
expected over the remainder of fiscal 2011, and that credit
measures are likely to further deteriorate possibly pressuring the
EBITDA cushion on the company's senior leverage covenant.


PINNACLE HILLS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Pinnacle Hills West, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Arkansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $35,000,000
  B. Personal Property              $543,490
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $60,984,844
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,024,942
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $292,757
                                 -----------      -----------
        TOTAL                    $35,543,490      $62,302,543

Rogers, Arkansas-based Pinnacle Hills West, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Ark. Case No. 11-71721).
Stanley V. Bond, Esq., at the Bond Law Office, serves as the
Debtor's bankruptcy counsel.


PINNACLE HILLS: Files New List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Pinnacle Hills West, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Arkansas amended list of its largest
unsecured creditors, disclosing:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Private Bank & Trust Co.       Real Estate       $19,768,234
1401 S Brentwood Blvd.
Saint Louis, MO 63144

Chambers Bank                       Real Estate       $6,305,113
1685 E. Joyce Blvd.
Fayetteville, AR 72703

Liberty Bank of Arkansas            Real Estate       $5,698,929
PO Box 7514
Jonesboro, AR 72403

Benton County Tax Collector        Delinquent Taxes   $1,024,942
215 East Central, Suite 3
Bentonville, AR 72712

Traffic & Lightiing Systems                             $151,638

McGoodwinWilliamsYates, Inc.                             $93,563

Butler, Rosenbury & Prtnrs Inc.                          $46,484

Frost, PLLC                                                 $800

Delaware Secy of State                                      $271

Rogers, Arkansas-based Pinnacle Hills West, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Ark. Case No. 11-71721).
Stanley V. Bond, Esq., at the Bond Law Office, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $35,543,490 in
assets and $62,302,543 in liabilities as of the Chapter 11 filing.


PROMETRIC INC: S&P Puts 'BB-' CCR on Watch with Pos. Implications
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Baltimore, Md.-based Prometric Inc., including the 'BB-'
corporate credit rating, on CreditWatch with positive
implications.

Total debt outstanding was $187 million as of March 31, 2011.

"The CreditWatch placement follows the company's improving
profitability, good discretionary cash flow, and lower leverage;
and the potential that these trends will continue," said Standard
& Poor's credit analyst Harold Diamond.

Prometric's revenues increased 3.2% in the 12 months ended March
31, 2011, while EBITDA rose 11.9%, and the EBITDA margin expanded
to 26.4% from 24.3% due to revenue growth and good expense
control. EBITDA conversion to discretionary cash flow improved to
75% over the 12 months ended March 31, 2011, from 52% over the
prior 12 months. Lease-adjusted debt to EBITDA improved to 2.1x
for the 12 months ended March 31, 2011, from 2.9x for the prior 12
months, reflecting EBITDA growth and debt reduction resulting from
large mandatory prepayments of 75% of excess cash flow as well as
significant voluntary prepayments.

At March 31, 2011, the company had $61.9 million of cash on hand
and full access under its $12.5 million revolving credit facility.
We expect liquidity to remain adequate in 2011. The company's
margin of compliance with its senior leverage covenant widened to
45.3% as of March 31, 2011, from 6.7% at March 31, 2010," S&P
stated.

"In reassessing the rating, we will evaluate the company's
business strategies, operating outlook, and assess whether
management intends to maintain debt leverage at its currently low
levels," said Mr. Diamond.


QIMONDA N.A.: Recovers $11.75 Million From G2 Technology
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Qimonda North America Corp., which sold most of the assets to
Texas Instruments Inc., will recover $11.75 million from G2
Technology Inc. as the result of a successful arbitration.

Mr. Rochelle recounts that after the Chapter 11 filing in February
2009, Qimonda commenced an arbitration against G2, seeking $8.4
million for breach of contract.  The creditors' committee was
authorized to take over and prosecute the arbitration.  The
arbitrator awarded Qimonda the full amount sought plus pre-
judgment interest.  The total award worked out to $12.27 million.

According to the report, the committee and G2 agreed to a
settlement where G2 will pay $11.75 million cash.  The settlement
comes to bankruptcy court for hearing on June 3.

                       About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


QUANTUM CORP: Names David Roberson to Board of Directors
--------------------------------------------------------
Quantum Corp. announced that David Roberson has been appointed to
Quantum's board of directors, effective May 6, 2011.  Mr. Roberson
was most recently a senior vice president at HP, where he led the
company's StorageWorks Division.  He has also served as president
and CEO of Hitachi Data Systems and has nearly 30 years of
executive management experience in technology.

"Dave is a long-standing leader in the storage industry and brings
a wealth of knowledge and expertise to the board," said Jon Gacek,
CEO of Quantum.  "This will be particularly valuable as we focus
on driving increased growth through new data protection and
management solutions, additional channels and more partnerships."

From 2007 to 2011, Mr. Roberson was senior vice president,
Enterprise Servers, Storage and Networking at HP, where he also
served as general manager of the StorageWorks Division for three
of these years.  His vision and strategy helped HP build and
deliver storage solutions that enabled customers of all sizes to
manage explosive data growth while driving down the long-term cost
of maintaining such data.  Mr. Roberson also played a leading role
in the company's acquisitions of LeftHand Networks, IBRIX and
3PAR, which placed HP in a stronger strategic position and drove
industry-leading growth in key markets.

Prior to HP, Mr. Roberson spent 26 years at Hitachi Data Systems,
starting as corporate counsel and rising through the company to
become president and CEO, a position he held from 2006 to 2007.
In this role and as COO for six years, Mr. Roberson was
instrumental in transitioning HDS from a mainframe company to a
leading, global storage solutions provider, including expanding
the company's worldwide channel and securing new business
partnerships.

Mr. Roberson has served as a board member of numerous public and
private companies spanning various industries, as well as several
non-profit organizations.  In addition to Quantum, he currently
serves on the boards of International Game Technology Corporation
and TransLattice, Inc.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of Dec. 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUINTILES TRANSNATIONAL: S&P Affirms 'BB-' CCR; Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '4' recovery rating to Quintiles Transnational Corp.'s new
senior secured $225 million revolver due 2016 and senior secured
$2 billion term loan due 2018. "The '4' recovery rating indicates
our belief that holders have prospects of an average (30%-50%)
recovery in the event of a default," S&P said.

The company plans to use the proceeds, along with some of its
onhand cash, to refinance all of its existing debt and to pay a
dividend to shareholders. "Upon the close of the refinancing, we
will withdraw the ratings on the existing first- and second-lien
senior secured debt as well as the senior unsecured notes," S&P
related.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Quintiles. The outlook is stable.

"The ratings on Quintiles continue to reflect the company's
aggressive financial policy, and potential for business volatility
because of customers' variable appetite for its services," said
Standard & Poor's credit analyst Arthur Wong. Mitigating these
factors, however, is Quintiles' industry-leading position as a
contract research organization (CRO) to the pharmaceutical and
biotechnology industries, its ample cash reserves, and its
consistent operating performance.


R AND C INT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: R and C Int Designs Inc.
        dba European Stone
        fdba European Stone 1
        4163 Philips Highway
        Jacksonville, FL 32207

Bankruptcy Case No.: 11-03534

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: William B. McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J. ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  E-mail: court@jacksonvillebankruptcy.com

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

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

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

The petition was signed by Rose Chirkovich, president.

Affiliate that previously filed Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Alexsandar Chirkovich & Rose          11-00237            01/14/11
Chirkovich


RCI REGIONAL: Taps Levene Neale to Handle Reorganization Case
-------------------------------------------------------------
RCI Regional Grove, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Levene,
Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel

LNBYB will be representing the Debtor in the Bankruptcy
proceedings.

Ron Bender, managing partner of the law firm of LNBYB, tells the
Court that the Debtor paid LNBYB $75,000 prior to the Debtor's
bankruptcy filing in connection with preparing for and commencing
the Debtor's Chapter 11 bankruptcy filing.  The Debtor has never
paid any other sums to LNBYB.

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

The firm can be reached at:

         Ron Bender, Esq.
         Krikor J. Meshefejian, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: rb@lnbyb.com
                 kjm@lnbyb.com

                   About RCI Regional Grove, LLC

Temecula, California-based RCI Regional Grove, LLC, owns a real
property located at 12601 and 12641 Industry Street, Garden Grove,
California.  The Company filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 11-22055) on April 12, 2011.  The Debtor
disclosed $9,152,353 in assets and $5,983,864 in liabilities as of
the Chapter 11 filing.


RCI REGIONAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------
RCI Regional Grove, LLC, filed with the U.S. Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,000,000
  B. Personal Property              $152,353
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,978,829
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $2,535
                                 -----------      -----------
        TOTAL                     $9,152,353       $5,983,864

Temecula, California-based RCI Regional Grove, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
22055) on April 12, 2011.  Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, serves as the Debtor's bankruptcy
counsel.


REIDHEAD SAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Reidhead Sand and Rock, Inc.
        2095 Papermill Road
        Taylor, AZ 85939

Bankruptcy Case No.: 11-13792

Chapter 11 Petition Date: May 12, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Pernell W. McGuire, Esq.
                  MCGUIRE GARDNER, PLLC
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  E-mail: pmcguire@mcguiregardner.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-13792.pdf

The petition was signed by Jack Zellner, vice president.


RUMSEY LAND: Shilliday No Longer Part of Kutner Miller Firm
-----------------------------------------------------------
Kutner Miller Brinen, P.C., informed the Bankruptcy Court that
Robert J. Shilliday III, Esq., is no longer associated with the
firm of Kutner Miller Brinen, P.C., and is no longer counsel of
record for Rumsey Land Co.

The Troubled Company Reporter published a story on Kutner Miller's
employment in its Jan. 28, 2010 issue.

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., at Kutner Miller Brinen,
P.C., 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.


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.

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

                        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 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.


SEAHAWK DRILLING: Amends Schedules of Assets and Liabilities
------------------------------------------------------------
Seahawk Drilling, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its amended schedules of assets and
liabilities, disclosing:

Name of Schedule                          Assets    Liabilities
----------------                          ------    -----------
A. Real Property                              $0
B. Personal Property                $208,190,199*
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims                                      $18,119,903*
E. Creditors Holding
Unsecured Priority Claims                          Undetermined
F. Creditors Holding
Unsecured Non-priority Claims                      $420,543,601*
                                      -----------    -----------
       TOTAL                         $208,190,199* $438,663,504*

* plus undetermined amounts

In the original schedules, Seahawk Drilling Inc. disclosed
$208,190,199 in assets and $438,533,624 in liabilities as of the
Chapter 11 filing.

A full-text copy of Amended Schedules of Assets and Liabilities is
available for free at:

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

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos. 11-
20089).  The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves
as the Debtors' co-counsel.  Alvarez and Marsal North America,
LLC, is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The U.S. Trustee also established an Official Committee of Equity
Security Holders, which is represented by Charles R. Gibbs, Esq. -
- cgibbs@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP.
The Equity Panel also tapped Duff & Phelps Securities, LLC, as its
financial advisors.

Seahawk filed for Chapter 11 bankruptcy with a contract for
selling the business to competitor Hercules Offshore Inc. under in
a transaction valued at $105 million.  The price includes $25
million cash and 22.3 million Hercules shares.  Seahawk said the
sale should pay funded debt and trade suppliers in full.


SEAHAWK DRILLING: Asks Court to Okay $14.25MM Wind Down Financing
-----------------------------------------------------------------
Seahawk Drilling, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas for authorization to obtain post-
petition, secured wind down financing from Hayman Capital Master
Fund, L.P., in the aggregate amount of $14,250,000, to fund the
operations of the Debtors during the period following the closing
of the sale of the Debtors' assets to Hercules Offshore, Inc.,
through confirmation of the Debtors' Chapter 11 plan of
reorganization.

The Wind Down Facility will be released in two separate tranches:
Tranche A, consisting of an initial draw of up to $5.75 million
upon interim approval of this motion; and Tranche B, consisting of
a secondary draw of $8.5 million upon final approval of this
motion.

The Wind Down Facility will be paid with shares of Hercules Common
Stock on the effective date of a confirmed Chapter 11 plan of
reorganization in the Debtors' jointly-administered bankruptcy
cases.

Hercules Offshore announced on April 27, 2011, the completion of
the asset purchase and sale.  In accordance with the terms of the
Asset Purchase Agreement, Hercules Offshore will acquire 20 jackup
rigs located in the U.S. Gulf of Mexico and related assets,
accounts receivable, cash, accounts payables, and certain
contractual rights from Seahawk Drilling.  The total consideration
paid to Seahawk Drilling consists of approximately 22.3 million
shares of Hercules Offshore common stock and $25.0 million in
cash.  Following this transaction, there will be a total of
approximately 137.2 million outstanding shares of Hercules
Offshore, Inc.

The Debtors intend to use the cash received from Hercules under
the APA to pay off the existing DIP Facility with D.E. Shaw Direct
Capital, L.L.C.  Immediately following the closing with Hercules,
assuming Court approval is obtained, the Debtors will receive the
first tranche under the Wind Down Facility with Hayman upon
satisfaction of the conditions in the Wind Down DIP Loan
Agreement.

Presented below is a brief summary of the material terms of
the proposed Wind Down Facility:

a. Borrower: Seahawk Drilling, Inc., as a debtor-in-possession
   together with the subsidiary-debtors in this jointly-
   administered case.

b. Guarantors: All debtors-in-possession in these Chapter 11
   cases, other than the Borrower.

c. Lender: Hayman or one of its affiliates.

d. Term Loan Facility: The Wind Down Lender will lend up to
   $14,250,000 in the form of two term loans as follows: (i) a
   term loan of up to $5,750,000 (the "Tranche A Loan") in a
   single draw upon satisfaction of the conditions precedent to
   the Tranche A Loan and (ii) a term loan of up to $8,500,000 ]
   (the "Tranche B Loan") in a single draw upon satisfaction of
   the conditions precedent to the Tranche B Loan.

e. Maturity: The Loans will mature upon the earlier of
   (i) Jan. 31, 2012 and (ii) the second Business Day after the
   effective date of a confirmed plan of reorganization or
   liquidation.

f. Interest Rate: The Loans will bear interest at 13% per annum
   unless an Event of Default will have occurred, in which case
   the Loans will bear interest at 15% per annum.

g. Interest Payments/PIK: Accrued interest on the Loans will be
   payable in arrears on the last day of each calendar month and
   on the Maturity Date and, if not paid in cash, then to the ]
   extent not so paid, will be payable in kind by adding such
   accrued interest not paid in cash to the unpaid principal
   balance of the Loans.

h. Use of Proceeds: Proceeds of the Loans may only be used for (I)
   (A) the orderly wind down of the Borrower's bankruptcy estate,
   including all costs, fees, expenses (including, without
   limitation, legal fees and expenses) payable to the Wind Down
   Lender and (B) the administration of claims and distributions
   to creditors and interest holders in accordance with a budget
   acceptable to the Lender (together with any and all updates,
   supplements and/or modifications to such budget that have been
   approved in advance by the Bankruptcy Court and the Lender,
   collectively, the "Wind Down Budget") and (ii) the Carve-Out.

k. Payment at Maturity: The Borrower will repay the Loans no later
   than the Maturity Date, which will be the earlier of: (i)
   Jan. 31, 2012 and (ii) the second Business Day after the
   effective date of the Reorganization Plan.

   At such time as the Loans shall become due and payable, whether
   on the Maturity Date or, if earlier, upon acceleration, the
   Balance Due will be payable by the transfer to the Wind Down
   DIP Lender, free and clear of all Liens, of a number of
   shares of common stock, par value $0.01 per share, of Hercules
   then owned by the Loan Parties and maintained pursuant to the
   Escrow Agreement as in effect on the date hereof having an
   aggregate value, when determined in accordance with the
   provisions of Section 3.02 of the Wind Down DIP Loan Agreement,
   equal to the Balance Due.

   If the Borrower is unable to pay or satisfy in full the Balance
   Due because either (i) the Subject Hercules Common Stock does
   not constitute Released Hercules Stock or, (ii) after applying
   all Released Hercules Stock in accordance with Section 3.01(b)
   and Section 3.02, a Balance Due remains, such Balance Due will
   be payable in full in dollars when due.

A copy of the Debtor-in-Possession Loan, Security and Guaranty
Agreement is available for free at:

   http://bankrupt.com/misc/seahawk,winddownfacilitymotion.pdf

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at ordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SECURUS HOLDINGS: Moody's Assigns B1 to New Credit Facilities
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3-37%) rating to
senior secured credit facilities and a Caa1 (LGD5-88%) rating to
the second lien term loan at Securus Technologies, Inc. The
proceeds of the new financing will help fund private equity
sponsor Castle Harlan Partners' acquisition of Securus Holdings,
Inc., Technologies' ultimate parent. As such, Moody's assigned a
B2 corporate family rating (CFR) and a B2 probability of default
rating to Securus, as it is now the top-most rated entity in the
capital structure. The effective upgrade of the company's CFR to
B2 from B3, reflects the company's improved credit profile as a
result of recent deleveraging and cash flow growth. Moody's
withdrew the CFR and PDR from Technologies. In addition, Moody's
assigned a stable outlook to Securus and its subsidiaries'
ratings.

Castle-Harlan Partners' leveraged buyout of Securus will be funded
by an upsized senior secured credit facility consisting of a $233
million first lien senior secured term loan, a $97 million second
lien senior secured term loan, and a preferred equity infusion
from the private equity sponsor and Securus management. The first
lien credit facility will also include a $35 million revolving
credit facility, which Moody's expects will remain undrawn. The
$260 million in existing Securus debt will be repaid at closing.

Despite the expected leveraged buyout of the company, and an
expected increase in the company's leverage due to the LBO, the
refinancing reflects a more stable capital structure that is no
longer hampered by the accretion of the old PIK toggle notes.
Moody's expects that Securus' adjusted Debt/EBITDA leverage will
be approximately 5.5x, which includes Moody's adjustments for
capital leases, and is based on full equity attribution on the
preferred equity. This leverage is well above the 4.6x level that
the Company reached at the end of the first quarter of 2011.
However, Moody's notes that the Company continues to generate
positive free cash flows, and EBITDA is growing at a steady pace
such that Moody's expects margins to reach more than 20% over the
next two years. Given the Company's recent improvements, Moody's
expects that adjusted Debt/EBITDA leverage will improve to below
5x over the next two years. In addition, the company's continued
cash generation and EBITDA growth positions Securus in line with a
B2 rating.

These ratings have been assigned:

   Issuer: Securus Holdings, Inc.

   -- Corporate Family RatingB2

   -- Probability of Default RatingB2

   Issuer: Securus Technologies, Inc.

   -- Senior Secured 2nd Lien Credit Facility Caa1 (LGD5-88%)

These ratings have been affirmed:

   Issuer: Securus Technologies, Inc.

   -- Senior Secured 1st Lien Term Loan B1 (LGD3-37%)

   -- Senior Secured Revolver B1 (LGD3-37%)

These ratings have been withdrawn:

   Issuer: Securus Technologies, Inc.

   -- Corporate Family RatingB3

   -- Probability of Default RatingB3

Moody's has revised the Company's outlook from Positive to Stable.

RATINGS RATIONALE

Securus's B2 corporate family rating reflects the Company's small
scale and narrow business focus relative to other rated
telecommunications companies, offset by recent leverage
improvements and the Company's multi-year contractual
relationships to provide communications services to over 2,400
correctional facilities in the US and Canada. The ratings are also
supported by the improvement in the company's operating margins
and cash flow metrics over the past few years, given the company's
focus on cost containment and lowering bad debt expense. These
initiatives were critical in the company's turnaround, as
providing communications services to corrections facilities is a
low margin business characterized by winning new contracts and
renewals through competitive bids, which include high commission
payments to prison facilities. As Moody's does not expect the
overall corrections facility telecommunications market to grow,
and given the continued declines in Securus's wholesale
businesses, future free cash flow generation will be greatly
dependent on continued EBITDA improvements through cost saving
measures. Moody's expects that continued EBITDA growth will allow
the Company to successfully deleverage following the LBO.

The rating is also supported by Securus's good liquidity over the
next 12 months. Moody's expects the company to generate about $20
million in free cash flow annually. Covenants in the new bank
facility include an expected 50% excess cash flow sweep, and a $25
million capex limit, which will largely earmark cash flows towards
debt repayment. Moody's expects the Company's $35 million revolver
will remain undrawn and provide a backup source of liquidity.
Moody's does not anticipate financial covenant compliance issues
over the next four quarters.

What Could Change the Rating - Up

Securus's scale, narrow business focus and additional debt taken
on with the LBO somewhat limit upward momentum over the next
several years. Moody's would consider a positive outlook or
upgrade with sustainable leverage around 3 times and free cash
flow to debt in high single digit range.

What Could Change the Rating - Down

Moody's will likely lower Securus' ratings if the Company's
revenue and operating cash flow growth reverses, the company's
liquidity becomes strained or if the Company is unable to maintain
adjusted Debt/EBITDA leverage below 5.0x.

The principal methodology used in rating Securus was Global
Telecommunications Methodology published in December 2010. Other
methodologies used include Moody's Approach to Global Standard
Adjustments in the Analysis of Financial Statements for Non-
Financial Corporations - Part I published in February 2006, Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009, and Speculative
Grade Liquidity Ratings published in September 2002.

Based in Dallas, TX, Securus Technologies, Inc., is one of the
largest providers of inmate telecommunication services to
correctional facilities, with a presence in 44 states, Washington
D.C., and Canada. The company generated approximately $330 million
of revenue for the twelve months ending December 31, 2010.


SILGAN HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service revised the ratings outlook for Silgan
Holdings Inc to stable from positive, affirmed the Ba2 CFR and
assigned a Ba1 rating to the new $4 billion credit facilities in
connection with Silgan's agreement to acquire Graham Packaging
Company Inc. signed on April 12, 2011.

Moody's took these rating actions for Silgan Holdings Inc.:

   -- Affirmed Ba2 Corporate Family Rating

   -- Affirmed Ba2 Probability of Default Rating

   -- Assigned $800 million multicurrency revolving facility due
      2016, Ba1 (LGD 2 - 25%)

   -- Assigned $900 million term loan A facility due 2017, Ba1
      (LGD 2 -- 25%)

   -- Assigned $2,300 million term loan B facility due 2018, Ba1
      (LGD 2 - 25%)

   -- Affirmed $800 million multicurrency revolving facility due
      2015, Ba1 (LGD 3 -- 36%) (to be withdrawn after the
      transaction closes)

   -- Affirmed $400 million term loan A due 2016, Ba1 (LGD 3 --
      36%) (to be withdrawn after the transaction closes)

   -- Affirmed CAD 81 million term loan A due 2016, Ba1 (LGD 3 --
      36%) (to be withdrawn after the transaction closes)

   -- Affirmed $165.3 million Euro term loan A due 2016, Ba1 (LGD
      3 -- 36%) (to be withdrawn after the transaction closes)

   -- Affirmed $244.4 million 7.25% notes due 2016 Ba3 (LGD 5 --
      75% from LGD 5 - 85%)

The ratings are subject to the closing of the Graham acquisition.

RATINGS RATIONALE

The revision of the outlook to stable from positive reflects the
deterioration in credit metrics due to the acquisition and
integration risk. The stable outlook is predicated upon the
company's pledge to dedicate all free cash flow to debt reduction
until credit metrics are better positioned in the rating category,
refrain from further significant acquisitions and maintain good
liquidity. The stable outlook is also predicated upon successful
execution of the integration plan.

The Ba2 corporate family rating reflects the meaningful pro-forma
free cash flow and management's pledge to direct all free cash
flow to debt reduction until metrics are better positioned in the
rating category. The rating also reflects the company's strong
competitive position, majority of business under long-term
contracts with cost pass-through provisions and long standing
relationships with well established customers. The company has a
high number of co-located facilities and a high percentage of
custom made products in the plastics segment. Graham also has a
track record of successful innovation and some proprietary
technology.

The rating is constrained by the weak pro-forma credit metrics,
integration risk and low organic growth in most markets. The
rating is also constrained by the high concentration of sales,
lengthy lags on certain cost pass-through provisions and high
exposure to discretionary products and volatile input costs. The
company's metals segment has a primarily commoditized product line
with little, if any, growth. Silgan's acquisition strategy entails
financial and integration risk and has changed the operating
profile. Recent and pending acquisitions for both Silgan and
Graham may further complicate Silgan's integration of Graham.

What Could Change the Rating - Down

The ratings could be downgraded if the company fails to improve
credit metrics, there is deterioration in the operating and
competitive environment, and/or another significant acquisition.
The ratings could also be downgraded if there is a change in
financial policies to the detriment of debt holders, if the
company fails to maintain good liquidity and/or if the integration
is not executed as planned. Specifically, the ratings could be
downgraded if adjusted debt to EBITDA fails to improve to below 4
times, free cash flow to debt fails to improve to the high single
digits, EBIT to Interest remains below 3.0 times, and/or the EBIT
margin declines below the low teens.

What Could Change the Rating - Up

The rating could be upgraded if Silgan improves credit metrics
within the context of continued stability in the operating and
competitive environment. Any upgrade would also be dependent upon
the maintenance of a balanced financial profile. Specifically, the
ratings could be upgraded if the EBIT margin remains in the low
double digits while debt to EBITDA remains below 3.4 times and
free cash flow to debt remains above 9%.

In connection, with the signed merger agreement Silgan has
obtained a financing commitment from Bank of America, N.A.
pursuant to which the lender has committed to provide, (i) a new
senior secured credit facility in an aggregate principal amount of
up to $4 billion, consisting of a term loan A facility, a term
loan B facility (which may be replaced, in part, by one or more
senior note facilities) and a revolving credit facility, (ii) up
to $500 million in senior unsecured bridge financing to repurchase
any of Graham Packaging's 8.25% senior unsecured notes in the
event that any such notes should be tendered in connection with a
change of control offer, and (iii) up to $400 million of senior
subordinated bridge loans. It is anticipated that if Silgan were
to issue senior notes it would not draw on the senior bridge
facility, and if Silgan were to issue senior subordinated notes it
would not draw on the senior subordinated bridge facility. The
borrowings under the facilities contemplated by the commitment
letter will be used to finance the transactions contemplated by
the merger agreement, the repayment or redemption of certain
existing indebtedness of Silgan and Graham Packaging, costs and
expenses relating to the transactions contemplated by the merger,
and other general corporate purposes of the combined company after
consummation of the merger.

Moody's anticipates that if the deal closes as outlined, then
Graham's B2 corporate family rating, SGL -2 speculative grade
liquidity rating and ratings on the term loans and subordinated
debt are expected to be withdrawn. Any outstanding senior
unsecured debt left outstanding will be upgraded to Ba3.

The instrument ratings for Silgan contemplate the company's
intention to replace a portion of term loan B with new senior
unsecured notes in the range of $800-$1,000 million in the near
term and issue $400 million in subordinated notes to replace the
$400 million senior subordinated bridge loan. All instrument
ratings would be downgraded by one notch if Silgan fails to reduce
the term loan B and senior subordinated bridge loan as
contemplated due to the greater proportion of secured debt in the
capital structure and corresponding reduction in unsecured debt as
a cushion. The comtemplated new senior unsecured debt would be
rated Ba3 and the subordinated debt B1 if issued as planned.

The ratings are subject to the receipt and review of the final
documentation.

The principal methodology used in rating Silgan and Graham was the
Global Packaging Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology, published June 2009 and
Speculative Grade Liquidity Ratings published September 2002.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009


SILGAN HOLDINGS: S&P Keeps 'BB+' CCR on Watch Negative
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue
ratings and '1' recovery ratings to Silgan Holdings Inc.'s
proposed revolving credit facility due 2016 and term loan A due
2017, subject to preliminary terms and conditions. The '1'
recovery rating indicates very high (90%-100%) recovery prospects
in the event of payment default.

Standard & Poor's corporate credit rating and existing debt
ratings on Stamford, Conn.-based Silgan Holdings remain on
CreditWatch with negative implications, where they were placed on
April 13, 2011, following Silgan's definitive merger agreement to
acquire Graham Packaging Co. for $4.5 billion (including assumed
debt). The proposed revolving credit facility and term loan
A are contingent upon closing of the Graham acquisition.

At the same time, Standard & Poor's corporate credit and debt
issue ratings on Graham remain on CreditWatch with positive
implications.

"We will monitor developments relating to this transaction and
will resolve the CreditWatch listings when it is clear that the
transaction has met the pending requirements to reach successful
closing," said Standard & Poor's credit analyst Liley Mehta.

The companies expect the acquisition, which is subject to
shareholder and regulatory approvals, to close in the third
quarter of 2011. If the transaction goes through as planned,
Standard & Poor's expects to lower its corporate credit rating on
Silgan to 'BB' from 'BB+' and remove the ratings from CreditWatch.

The expected downgrade of the corporate credit rating to 'BB', if
the deal closes as proposed, would reflect the increase in debt
incurred in connection with the acquisition. To fund the proposed
acquisition, Silgan plans to arrange up to $3.2 billion of senior
secured credit facilities, which will consist of an $800 million
5-year revolving credit facility; a $900 million 6-year term loan
A; and up to $1.5 billion 7-year term loan B. In addition, Silgan
expects to issue $800 million to $1 billion in senior unsecured
notes and $400 million in subordinated notes.

"We believe the acquisition of Graham Packaging will strengthen
Silgan's satisfactory business risk profile by augmenting its
scale, product mix, and customer diversity," Ms. Mehta said.
Standard & Poor's expected ratings balance this with what it
believes will be an aggressive financial risk profile.


SOMERSET PROPERTIES: 6th Interim Cash Coll. Order Issued May 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina entered, on May 4, 2011, its sixth interim order
authorizing Somerset Properties SPE, LLC, to use cash collateral,
primarily rents, to make payment of its ordinary and necessary
operating expenses including utilities, payroll, and maintenance,
subject to the limits as set forth in a budget, subject to a 10%
line item variance.  Somerset believes that it is operating
profitably and will successfully reorganize, and that it has
sufficient cash flow to pay all post-petition debts as they come
due and to pay any secured debts owed on reasonable market terms.
The Lenders disagree.

The Debtor is not authorized to use Cash Collateral for legal fees
and expenses, management fees, or other professional fees of any
kind, absent court approval.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the current holders of loans to Somerset, each in
the original principal amount of $15,500,000, and further claim
that the Loans are secured by liens on all of Somerset's assets
including but not limited to the Properties and all rents,
royalties, issues, profits, revenue, income, deposits, securities,
and other "cash collateral" as that term is defined in section
363(a) of the Bankruptcy Code.

LNR Partners, LLC is the "Special Servicer" of the Loans, and the
nonowner manager and representative of CSFB 2001-CP4 Bland Road,
LLC, and CSFB 2001-CP4 Falls of Neuse, LLC, in this Chapter 11
case. CSFB 2001-CP4 Bland Road, LLC, CSFB 2001-CP4 Falls of Neuse,
LLC, and LNR are referred collectively and individually as the
"Lenders."

Midland Loan Services, Inc., the "Master Servicer" of the Loans,
asserts that it is not a manager or representative of CSFB 2001-
CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse, LLC, in
this case, and asserts no interest in cash collateral.

The Debtor disputes the claims of the Lenders and Midland.

The Lenders and Midland have not consented to Somerset's use of
cash collateral, and filed an opposition to the motion on Nov. 16,
2010.

The Debtor believes that, at the time of the petition, the Lenders
were holding at least $903,000 of the Somerset's rents in lockbox
accounts controlled by the Lenders, and at least $376,000 in an
escrow account.  The Lenders say that the total amount of the
funds held by them is less than that contended by the Debtor.
The Debtors contends that the Lenders are obligated to turn over
the held funds.  Lenders contend that the Debtor must seek
turnover of the held funds by adversary proceeding rather than by
motion.  At the Feb. 17, 2011 hearing, counsel for the Debtor and
counsel for the Lender proposed, and the court agreed, that
consideration of the full turnover relief requested in the ,otion
and the objection thereto be deferred to a later date.

As adequate protection for the use of cash collateral, Lenders are
granted liens in all of the Debtor's post-petition leases, rents,
royalties, issues, profits, revenue, income, deposits, securities,
and other benefits of the properties to the same extent, priority,
and perfection as they have in said collateral pre-petition.

The Debtor's use of cash collateral will terminate on the earliest
of: (i) the date the Debtors ceases operations of its business;
(ii) the non-compliance or default of the Debtors will any terms
of the cash collateral order; or (iii) another order concerning
cash collateral is entered, or (iv) dismissal or conversion of the
Debtor's Chapter 11 case to Chapter 7.

Unless a further consent order is entered, a final hearing on the
continued use of cash collateral will be held on May 26, 2011, at
2:00 p.m.

                About Somerset Properties SPE, LLC

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C.
Case No. 10-09210).  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
Samantha J. Younker, Esq., and William P. Janvier, Esq., at
Janvier Law Firm, PLLC, is Raleigh, N.C., represent the Debtor as
bankruptcy counsel.  The Company disclosed $36,496,015 in assets
and $28,825,521 in liabilities as of the Chapter 11 filing.


SUPERCONDUCTOR TECHNOLOGIES: Posts $3.7MM Net Loss in April 2 Qtr.
------------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $3.7 million on $1.6 million of
revenues for the three months ended April 2, 2011, compared with a
net loss of $2.5 million on $3.4 million of revenues for the three
months ended April 3, 2010.

The Company's balance sheet at April 2, 2011, showed $22.3 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $19.7 million.

As reported in the TCR on March 28, 2011, Marcum LLP, in Los
Angeles, expressed substantial doubt about Semiconductor
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred significant net losses since its
inception and has an accumulated deficit of $237.6 million and
expects to incur substantial additional losses and costs.

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

                       http://is.gd/aGChju

Santa Barbara, Calif.-based Superconductor Technologies Inc.
(Nasdaq: SCON) -- http://www.suptech.com/-- develops and
commercializes high temperature superconductor ("HTS") materials
and related technologies.


TAPATIO SPRINGS: Can Employ Stouffer & Associates as Appraiser
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted Tapatio Springs Real Estate Holdings, Ltd, and Tapatio
Springs Development Company, Inc., permission to employ Stouffer &
Associates as testifying real estate appraiser.

Prior to the bankruptcy filing, Stouffer & Associates performed an
appraisal and evaluation of 699.8 hectares of land owned by the
Debtor as of March 16, 2011.  Stouffer will testify at the lift
stay hearing filed by Clyde B. Smith and wife, Peggy Smith,
seeking to have the stay annulled or to be permitted to lift the
stay and foreclose on the major assets of the Debtor.

Tapatio Springs Real Estate Holdings, Ltd will be allowed to pay a
to Stouffer & Associates a retainer of $3,000 against which they
may bill $250.00 an hour.  Debtor will not be required to seek
further Order of this Court regarding said compensation unless the
sum exceeds $3,000.

                       About Tapatio Springs

Boerne, Texas-based Tapatio Springs Real Estate Holdings, Ltd,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.  Dean W. Greer, Esq., at the Law Offices of Dean W. Greer,
in San Antonio, Texas, serves as counsel.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex.
Case No. 11-51264) on April 5, 2011.

This the second bankruptcy filing for both Debtors.  Debtors
Tapatio Springs Development Company, Inc., and Tapatio Springs
Real Estate Holdings, Ltd, voluntarily filed for Chapter 11
bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3,
2011.

The Debtors filed the first bankruptcies the day before secured
creditors Clyde B. Smith and Peggy Smith were set to foreclose on
the Debtors' property.  On Feb. 17, 2011, the Court dismissed the
first bankruptcies on the Smiths' motion and without opposition
from the Debtors.  Once dismissed, the Smiths re-posted the real
estate for non-judicial foreclosure on April 5, 2011.

The Debtors filed the instant second voluntary Chapter 11
petitions merely minutes prior to the announced starting time of
the posted foreclosure proceedings.  The foreclosure proceeded at
10:00 a.m. as announced and concluded with no party bidding more
than the Smiths' credit bid.


TAPATIO SPRINGS: Court Denies Joint Motion to Sell Property
-----------------------------------------------------------
As reported in the TCR on April 21, 2011, Tapatio Springs Real
Estate Holdings, Ltd., and Tapatio Springs Development, Inc.,
jointly asked the United States Bankruptcy Court for the Western
District of Texas for authority to sell, free and clear of liens,
approximately 622 acres of land in Kendall County, Texas,
surrounding the Tapatio Springs Golf Course and Resort to Majestic
Properties, Inc., for $3,420,235.

The property is owned by Holdings but the debt is owed by
Development.

There are two alleged liens on the property:

   (a) Clyde B. Smith and wife, Peggy Smith, assert lien to
       secure a debt of approximately $3,404,855; and

   (b) Kendall County Taxing Authorities in the approximate
       amount of $120,000 for tax years 2009 and 2010.

At a hearing on the joint motion to sell property on April 26,
2011, the Court denied the request.  The Court gave no reasons for
the denial of the motion.

                       About Tapatio Springs

Boerne, Texas-based Tapatio Springs Real Estate Holdings, Ltd,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.  Dean W. Greer, Esq., at the Law Offices of Dean W. Greer,
in San Antonio, Texas, serves as counsel.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex.
Case No. 11-51264) on April 5, 2011.

This the second bankruptcy filing for both Debtors.  Debtors
Tapatio Springs Development Company, Inc., and Tapatio Springs
Real Estate Holdings, Ltd, voluntarily filed for Chapter 11
bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3,
2011.

The Debtors filed the first bankruptcies the day before secured
creditors Clyde B. Smith and Peggy Smith were set to foreclose on
the Debtors' property.  On Feb. 17, 2011, the Court dismissed the
first bankruptcies on the Smiths' motion and without opposition
from the Debtors.  Once dismissed, the Smiths re-posted the real
estate for non-judicial foreclosure on April 5, 2011.

The Debtors filed the instant second voluntary Chapter 11
petitions merely minutes prior to the announced starting time of
the posted foreclosure proceedings.  The foreclosure proceeded at
10:00 a.m. as announced and concluded with no party bidding more
than the Smiths' credit bid.


TBS INTERNATIONAL: Incurs $17.96-Mil. Net Loss in First Quarter
---------------------------------------------------------------
TBS International plc filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $17.96 million on $89.82 million of total revenue for the three
months ended March 31, 2011, compared with a net loss of $7.84
million on $100.07 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

Ferdinand V. Lepere, senior executive vice president and chief
financial officer, commented: "The weakening freight and charter
rate environment that began in the second half of 2010 continued
into early 2011, and adversely affected our revenues and our
ability to maintain financial ratios as required by our credit
facilities.

"Our lenders, as previously announced on April 18, 2011, agreed to
modify our financial covenants through Dec. 31, 2011, reducing the
minimum consolidated interest charges coverage ratio for the
fiscal quarters ending June 30, 2011 through Dec. 31, 2011 from
3.35 to 1.00 to 2.50 to 1.00.  In addition, the modifications
increased the maximum consolidated leverage ratio for the same
periods from 4.00 to 1.00 to 5.10 to 1.00, and reduced the minimum
cash requirement from $15 million to $10 million for the period
from July 1, 2011 to Dec. 31, 2011."

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

                        http://is.gd/1bxE5S

                     About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TBS INTERNATIONAL: To Sell 30,000 Series B Preference Shares
------------------------------------------------------------
TBS International plc, on Jan. 25, 2011, executed an investment
agreement with three significant shareholders who are also members
of management: Joseph Royce, the Company's president and chief
executive officer and the chairman of the Board; Gregg McNelis,
the Company's senior executive vice president and chief operating
officer; and Lawrence Blatte, the Company's senior executive vice
president.  Under the Investment Agreement, the Company agreed to
sell, and the Investors agreed to purchase, an aggregate of 30,000
Series B Preference Shares at $100 per share immediately and up to
an additional aggregate of 70,000 Series B Preference Shares at
$100 per share.  The Company also agreed to conduct a rights
offering pursuant to which the Company's ordinary shareholders
would be entitled to receive subscription rights for the purchase
of Series A Preference Shares with the same terms and conditions
as the Series B Preference Shares issued to the Investors.  The
Investment Agreement provided that the Investors' commitment to
purchase up to 70,000 additional Series B Preference Shares would
be reduced, share for share, by the number of Series A Preference
Shares issued in connection with the rights offering and to the
extent the significant shareholders were required to purchase
Series B Preference Shares from the Company prior to the closing
of the rights offering in connection with the Company's liquidity
needs.

The initial conversion price applicable to the Series A preference
shares was established in January 2011 at 25 shares, equivalent to
$4.00 per share.  Since that time, the market price of the Class A
ordinary shares has declined from approximately $3.50 per share to
$1.70 per share.  On May 6, 2011, the Company's board of directors
concluded that it would be desirable to decrease the initial
conversion price to 50 shares, equivalent to $2.00 per share in
order to increase the likelihood of a successful rights offering
and, consistent with that determination, the board amended the
certificate of designation for the preference shares to decrease
the initial conversion price from $4.00 to $2.00 by increasing the
conversion rate for the Series A Preference Shares from 25.0 to
50.0 Class A ordinary shares per preference share.

On May 10, 2011, the Company and the Investors entered an
Amendment No. 1 to the Investment Agreement.  The amendment
replaces the significant shareholders' prior commitment to
purchase up to 70,000 Series B Preference Shares (reduced, share
for share, by the number of shares issued in the rights offering)
with a standby purchase commitment.  Pursuant to their standby
purchase commitment, the significant shareholders are obligated to
purchase an aggregate of 70,000 Series A Preference Shares from
the Company at $100 per share if subscription rights for the
exercise of such number of Series A Preference Shares remain
unexercised upon the expiration of the rights offering.  Because
each significant shareholder has agreed not to exercise the
subscription rights issued with respect to ordinary shares
beneficially owned by him, subscription rights for more than
70,000 Series A Preference Shares will expire without being
exercised and such 70,000 Series A Preference Shares will be
purchased at $100 per share by the significant shareholders as
standby purchasers.  The standby purchase commitment will still be
reduced, share for share, by the number of Series B Preference
Shares the significant shareholders are required to purchase prior
to the closing of the rights offering in connection with the
Company's liquidity needs.

On May 6, 2011, the Company amended the Company's certificate of
designation for the Series A and Series B Preference Shares to
increase the initial conversion rate for the Series A Preference
Shares from 25.0 to 50.0 Class A ordinary shares per preference
share.  All holders of the 30,000 outstanding Series B Preference
Shares, acting by unanimous written consent without a meeting,
consented to the amendment.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TBS INTERNATIONAL: To Offer Rights to Buy 312,184 Pref. Shares
--------------------------------------------------------------
TBS International plc filed with the U.S. Securities and Exchange
Commission Amendment No.3 to Form S-1 registration statement
relating to the distribution to eligible holders of the Company's
Class A and Class B ordinary shares one non-transferable
subscription right to subscribe for the Company's Series A
Preference Shares for each ordinary share held at 5:00 p.m., New
York City time, on May 7, 2011, the record date for the rights
offering.  Each 100 subscription rights entitle a holder to
subscribe for one Series A Preference Share at a subscription
price of $100 per Series A Preference Share.  Each Series A
Preference Share initially will be convertible into 50.0 Class A
ordinary shares, subject to adjustments to reflect semiannual
increases in liquidation value and stock splits and
reclassifications.  As of the record date for the rights offering,
18,018,169 of the Company's Class A ordinary shares and 13,200,305
of the Company's Class B ordinary shares were outstanding.
Holders of these shares on the record date are eligible to receive
the subscription rights.

The Company is conducting this rights offering in connection with
the restructuring of the Company's various credit facilities.  As
a condition to the restructuring of the Company's credit
facilities, the Company's lenders have required three significant
shareholders who also are key members of the Company's management
to agree to provide up to $10.0 million of new equity in the form
of preference shares.  In partial satisfaction of this
requirement, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at $100 per share directly from the Company in a
private placement.  In addition, they agreed to purchase an
additional aggregate of 70,000 of the Company's preference shares
at $100 per share directly from the Company.

The aggregate purchase price of Series A Preference Shares offered
in this rights offering would be $18.8 million if all eligible
rights were exercised.  "Eligible rights" are the subscription
rights held by shareholders other than the significant
shareholders, who have agreed that they will not exercise their
rights, but instead will act as standby purchasers and purchase up
to 70,000 Series A Preference Shares upon completion of this
rights offering.  As a result, the minimum amount that the Company
will raise from the sale of preference shares to the significant
shareholders will be $10.0 million (which includes $3.0 million of
preference shares sold to the significant shareholders in January
2011), and the maximum amount that the Company would raise from
all holders, including the significant shareholders in the private
placements or upon standby purchases, if all eligible rights were
exercised, would be $28.8 million.

The rights offering will dilute the ownership interest and voting
power of the ordinary shares owned by shareholders who do not
fully exercise their subscription rights.  Shareholders who do not
fully exercise their subscription rights should expect, upon
completion of the rights offering, to own a smaller proportional
interest of the Company's ordinary shares than before the rights
offering.

The Company's Class A ordinary shares are quoted on the Nasdaq
Global Select Market under the symbol "TBSI."  The closing price
of the Company's Class A ordinary shares on May 9, 2011, as
reported by Nasdaq, was $1.71 per share.  The Company has not
listed, and do not expect to list for trading, the subscription
rights or the Company's Class B ordinary shares, Series A
Preference Shares or Series B Preference Shares.

A full-text copy of the amended prospectus is available for free
at http://is.gd/VHi0GY

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


THORNBURG MORTGAGE: Judge Allows Execs' Claims to Shift Liability
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that two former TMST
Inc. executives accused of looting the Company's investment trust
can pursue claims that would shift liability to the company's
chairman and an affiliate under theories of contractual
indemnification and contribution, a Maryland federal judge ruled
Wednesday.

TMST's former CEO Larry Goldstone and former chief financial
officer Clarence G. Simmons filed the two claims in response to a
fraud suit against them by TMST's court-appointed trustee, Joel I.
Sher.

                        About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TRANS-LUX CORPORATION: GAMCO Asset Discloses 3.58% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc. and its
affiliates disclosed that they beneficially own 87,500 shares of
common stock of of Trans-Lux Corporation representing 3.58% of the
shares outstanding.  The number of shares outstanding of the
Company's common stock, par value $1.00 per share, on March 30,
2011, was 2,442,923.  A full-text copy of the regulatory filing is
available for free at http://is.gd/drx4wI

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $33.44 million
in total assets, $33.41 million in total liabilities and $30,000
in total stockholders' equity.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRANSAX INTERNATIONAL: Redemption of YA Preferred Shares Okayed
---------------------------------------------------------------
The Board of Directors of Transax International Limited approved
on May 4, 2011, for the Company to enter into an agreement to
redeem the shares of Preferred Stock held by YA Global Investments
L.P., for the sum of $700,000.

The Company and YA Global Investments entered into an Investment
Agreement dated Jan. 13, 2006, pursuant to which the Company
issued and sold to the Investor, and the Investor purchased and
received from the Company, 16,000 shares of Series A Convertible
Preferred Stock.  The Preferred Stock was issued in accordance
with, and convertible pursuant to the terms of, that certain
Certificate of Designation dated Jan. 15, 2006, as amended
pursuant to that certain Amendment No. 1 to Certificate of
Designation Series A Convertible Preferred Stock of Transax
International, Ltd., effective as of Jan. 7, 2009.

As of the date of redemption the Investor owned 14,190 Preferred
Shares.

                    About Transax International

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

The Company reported a net loss of $2.09 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$2.80 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $823,877 in
total assets, $10.82 million in total liabilities, and a
$10.00 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, MSPC Certified Public
Accountants and Advisors, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has accumulated losses from operations of
approximately $19.3 million, a working capital deficiency of
approximately $10.8 million and a stockholders' deficiency of
approximately $10.0 million at Dec. 31, 2010.  Additionally,the
Company sold its sole operating subsidiary.


UNIGENE LABORATORIES: Files Form 10-Q; Posts $6.6-Mil. Q1 Loss
--------------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting 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.

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

                        http://is.gd/2OhNtd

                           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: Ready to Increase Fares to Fight Costs
--------------------------------------------------
Airline travelers should expect higher fares and fewer seats in
the coming months after US Airways Group Inc. announced its plan
to take steps to fight higher fuel costs, according to an
April 27, 2011 report by Reuters.

US Airways President Scott Kirby told analysts that the pricing
environment was strong, pointing to improving corporate demand
"consistent with underlying demand . . . evidenced by another
system-wide successful fare increase last week."

US Airways said it would cut capacity in the third and fourth
quarters by 1% to ensure that its planes fly full, Reuters
reported.

Skyrocketing fuel costs have plagued the airline industry as the
price of crude oil remains above $100 a barrel.  U.S. crude was
off 23 cents at $112.05 a barrel on April 26, according to the
report.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Employees Share $47 Million in Profit
-------------------------------------------------
For the first time since 2007, US Airways' employees will receive
profit sharing checks recognizing their contribution to the
Company's second most profitable year ever.  Payout to eligible
employees totals more than $47 million, according to a company
statement dated March 9, 2011.

In addition to the profit sharing payouts, employees received
more than $25 million in operational incentive bonuses and
employee recognition awards over the past year, totaling more
than $72 million in recognition payouts for employees' strong
performance in 2010.

US Airways' Chairman and Chief Executive Officer, Doug Parker
said, "Thank you and congratulations to our professional team
members on an outstanding 2010.  Our team ran a safe, reliable
airline in 2010, completing more scheduled flights and delivering
baggage more reliably than our network peers.  Our customers have
noticed the turnaround and our financial results reflect these
positive results."

Profit sharing payouts to individual employees vary by base
salary and terms of employees' respective collective bargaining
agreements.  In addition to sharing in the Company's 2010
profitable results, all employees shared an additional $24
million in payouts from the airline's Triple Play incentive plan.
On average, each employee received $650 in total Triple Play
payouts for first place rankings among the "Big Five" network
carriers in the monthly U.S. Department of Transportation's (DOT)
Air Travel Consumer Report in any of three metrics -- baggage
handling, on-time performance and customer service.

In 2010, more than 1,500 US Airways employees also were
recognized by customers and co-workers for their extraordinary
efforts through two other employee-incentive programs: the
quarterly Above & Beyond awards and the annual Chairman Award
recognition program. Combined, those programs awarded employees
more than $1 million.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


UTSTARCOM INC: Incurs $10.5-Mil. First Quarter Net Loss
-------------------------------------------------------
UTStarcom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $10.51 million on $61.26 million of net sales for the three
months ended March 31, 2011, compared with a net loss of $15.96
million on $80.84 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$726.30 million in total assets, $488.06 million in total
liabilities, and $238.23 million in total equity.

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

                        http://is.gd/zpExpu

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on $291.53
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $225.70 million on $386.34 million of net sales
during the prior year.


VEY FINANCE: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vey Finance, LLC
        7362 Remcon Circle
        El Paso, TX 79912
        Tel: (915) 525-6022

Bankruptcy Case No.: 11-30901

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Corey W. Haugland, Esq.
                  JAMES & HAUGLAND, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  E-mail: chaugland@jghpc.com

Scheduled Assets: $10,477,513

Scheduled Debts: $12,504,207

The petition was signed by Veronica L. Veytia, managing member.

Debtor's List of 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Compass Bank                       Promissory Note      $9,400,000
890 Sunland Park
El Paso, TX 79912

George Veytia                      Loans                   $56,000
3900 Bancroft
El Paso, TX 79902

Viola Veytia                       Loans                   $47,788
3900 Bancroft
El Paso, TX 79902

Parkland Capital                   Loans                   $46,730

Kemp Smith, LLP                    Attorney Fees           $29,153

Blanco Ordonez Wallace             Attorney Fees           $25,589

Gordon Davis Johnson               Attorney Fees            $3,853

Capital One Visa                   Credit Card              $1,600

United States Trustee              Trustee                      $0

United States Attorney General     Notice Only                  $0

United States Attorney             Notice Only                  $0

State Comptroller of Public        Notice Only                  $0
Accounts

Internal Revenue Service           Notice Only                  $0

El Paso County Tax                 Taxes                        $0
Assessor/Collector

El Paso Central Appraisal          Notice Only                  $0
District

David Aelvoet                      Notice Only                  $0

Comptroller of Public Accounts     Notice Only                  $0

Casa Palmira                       Loans                        $0


VITESSE SEMICONDUCTOR: Chief Financial Officer Yonker to Retire
---------------------------------------------------------------
Vitesse Semiconductor Corporation announced that Richard C.
Yonker, its chief financial officer, plans to retire from the
Company.  Mr. Yonker will remain as CFO until his successor is
appointed and an orderly transition is completed.  Vitesse has
initiated a search to fill this position.

"Rich has been a valuable member of our executive team and a
partner to me on many pivotal decisions," said Chris Gardner, CEO
of Vitesse.  "I personally would like to thank him for his
unwavering dedication and commitment to Vitesse.  Over the past
five years, Rich made a significant contribution to improve the
Company's financial position and the financial management of our
business as well as to ensure our future success.  His retirement
coincides with our recent NASDAQ listing.  This is a fitting
transition point as Vitesse shifts its focus from resolving past
issues to capitalizing on future growth opportunities."

Mr. Yonker joined Vitesse in 2006 as senior vice president and
CFO.  During his tenure, he successfully implemented a complete
financial restructuring.  This included a multi-year
reconstruction and restatement of the Company's financial
statements and the development of new financial controls and
procedures.  Rich also led Vitesse's debt restructuring activities
and cost reduction efforts.  As a result, the Company has
significantly strengthened its balance sheet and lowered its fixed
cost structure.  Rich was also instrumental in defining Vitesse's
long-term operating model and path to profitability.  All of these
efforts ultimately led to the Company's recent listing on NASDAQ.

"Leading the finance group at Vitesse over the past five years has
been an extraordinary experience," said Rich Yonker.  "I have had
the good fortune of working with an outstanding management and
finance team and I'm proud of our many accomplishments which have
contributed to making Vitesse a much stronger company both
financially and strategically.  I look forward to assisting with a
smooth CFO transition and wish all of my colleagues at Vitesse
continued success in the future."

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $74.72
million in total assets, $106.66 million in total liabilities and
a $31.94 million total stockholders' deficit.


VITRO SAB: Chapter 15 Case Moving From New York to Texas Court
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB's Chapter 15 bankruptcy case, filed in New York, is
being transferred to Texas after a ruling by U.S. Bankruptcy Judge
Harlin "Cooter" Hale in Dallas.

According to the report, Judge Hale decided the case should be
moved and administered along with the Chapter 11 cases of five
Vitro subsidiaries after a hearing on May 9.  The Vitro companies
are affiliates and have "overlapping claims which will need to be
resolved," Judge Hale said in his ruling.

Having the Chapter 15 and Chapter 11 cases in one court, he said,
will avoid "inconsistent results" and promote judicial economy.

Vitro SAB's primary reorganization is pending in a court in
Mexico.  Judge Hale said that Dallas-Fort Worth is closer to
Mexico than New York, although that "factor does not weigh
too heavily" since there are flights from New York and Dallas-
Ft. Worth.

                         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: Affiliates Amends List of 20 Largest Unsec. Creditors
----------------------------------------------------------------
Vitro America, LLC, Super Sky Products, Inc., VVP Finance
Corporation, debtor-affiliates of Vitro, S.A.B. de C.V., filed
with the U.S. Bankruptcy Court for the Northern District Of Texas,
amended list of their 20 largest unsecured creditors.

Full-text copies of the amended list are available for free at:

     http://bankrupt.com/misc/VITROASSET_AmendedUnsereds1.pdf

     http://bankrupt.com/misc/VITROASSET_AmendedUnsecureds2.pdf

     http://bankrupt.com/misc/VITROASSET_amendedunsecureds3.pdf

                         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.


WARNER MUSIC: To be Acquired by Access Industries for $3.3-Bil.
---------------------------------------------------------------
Warner Music Group Corp. and Access Industries, the U.S.-based
industrial group, announced the execution of a definitive merger
agreement under which Access Industries will acquire WMG in an
all-cash transaction valued at $3.3 billion.  The purchase
includes WMG's entire recorded music and music publishing
businesses.

The purchase price of $8.25 per share represents a 34.4% premium
over the volume-weighted average share price of $6.14 over the
previous six months.

Under the terms of the merger agreement, WMG's stockholders will
receive $8.25 per share in cash at the closing of the transaction.
WMG's Board of Directors approved the transaction and recommended
that WMG's stockholders approve the transaction.  In addition to
stockholder approval, the transaction is subject to the
satisfaction of customary closing conditions and regulatory
approvals.  It is anticipated that the transaction will be
completed in the third calendar quarter of this year.

WMG's Chairman and CEO, Edgar Bronfman, Jr., said, "We believe
this transaction is an exceptional value-maximizing opportunity
that serves the best interests of stockholders as well as the best
interests of music fans, our recording artists and songwriters,
and the wonderful people of this company.  We are delighted that
Access will be the new steward of this outstanding business.  They
are supportive of the company's vision, growth strategy and
artists, while bringing a fresh entrepreneurial perspective and
expertise in technology and media.  Most importantly, Access
supports Warner Music's commitment to our recording artists and
songwriters who are the foundation of our current and future
success."

Len Blavatnik, Chairman and founder of Access Industries, said, "I
am excited to extend my longstanding involvement with Warner
Music.  It is a great company with a strong heritage and home to
many exceptional artists.  I look forward to working closely with
the many talented people within the company."

Jorg Mohaupt, Head of Media at Access Industries, added, "The
music industry is at an inflection point where digital adoption is
rapidly gaining momentum.  Warner Music, as one of the most
progressive forces in the music business, is well positioned to
capture this opportunity for music creation and distribution."

Scott Sperling, Presiding Director of WMG, said, "It has been our
great pleasure working with the extraordinary team at Warner Music
over these past seven years.  The company has managed to
significantly increase market share and profitability during our
ownership period and consistently outperformed even during a
challenging period for the industry.  Len Blavatnik and Access are
likewise deeply committed to the music business and we know that
we will be leaving the company in good hands."

Following the closing of the transaction, WMG will become a
privately held company and its stock will no longer be traded on
the New York Stock Exchange.  The company will retain the Warner
Music Group name and will continue to operate out of its current
facilities.

Thomas H. Lee Partners L.P. and its affiliates, Bain Capital
Partners, LLC and its affiliates, and Edgar Bronfman, Jr., who
together hold approximately 56% of the company's outstanding
shares, have entered into a voting agreement with Access under
which those stockholders have agreed to vote their shares in favor
of the merger.

Access has secured committed financing from Credit Suisse and UBS
Investment Bank.  These funds, in addition to equity financing
from Access, will finance the cash consideration to WMG's
stockholders.

Goldman, Sachs & Co., and AGM Partners LLC acted as financial
advisors to WMG, and Paul, Weiss, Rifkind, Wharton & Garrison LLP
acted as the company's legal advisors.  Credit Suisse and UBS
Investment Bank acted as financial advisors to Access, and
Debevoise & Plimpton LLP acted as Access' legal advisors.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://is.gd/NBvZvr

                     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 November 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.

The Company's balance sheet at Dec. 31, 2010 showed $3.60 billion
in total assets, $3.83 billion in total liabilities and $228
million in total deficit.

                          *     *     *

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.


WARNER MUSIC: Incurs $39 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $39 million on $682 million of revenue for the three
months ended March 31, 2011, compared with a net loss of $28
million on $666 million of revenue for the same period during the
prior year.  The Company also reported a net loss of $57 million
on $1.47 billion of revenue for the six months ended March 31,
2011, compared with a net loss of $44 million on $1.58 billion of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $3.61
billion in total assets, $3.87 billion in total liabilities and a
$254 million in total deficit.

"Our focus on disciplined A&R investments, successful revenue
diversification and innovative digital strategies has helped us to
grow both our Recorded Music and Music Publishing revenue," said
Edgar Bronfman, Jr., Warner Music Group's Chairman and CEO.  "We
are excited to see our digital revenue approach the 50% milestone
for U.S. Recorded Music and to see 60% of our active global artist
roster signed to expanded-rights deals."

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

                        http://is.gd/NbgkA8

                      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 November 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.


WARNER MUSIC: Edgar Bronfman Discloses 7.9% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edgar Bronfman, Jr., disclosed that it
beneficially owns 12,419,989 shares of common stock of Warner
Music Group Corp. representing 7.9% of the shares outstanding.
The percentage was calculated based on 155,754,133 shares
outstanding as of May 4, 2011, as disclosed in the Company's
Quarterly Report on Form 10-Q filed on May 10, 2011.

                     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 November 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.

The Company's balance sheet at March 31, 2011, showed $3.61
billion in total assets, $3.87 billion in total liabilities and a
$254 million in total deficit.

                          *     *     *

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.

In the Nov. 22, 2010, edition of the TCR, 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.  "The rating downgrade reflects S&P's
expectation that WMG's revenues will continue to be pressured over
the intermediate term due to the ongoing digital transition in the
music industry, despite the potential for good digital sales
growth and further market share gains," explained 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.

In the May 13, 2011, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Rating (IDR) of Warner Music Group's
(WMG) to 'B+'.  The rating actions reflects Friday's (5/6/2011)
announcement of the sale of the WMG to Access Industries for $8.25
a share.  Fitch calculates an enterprise value of $3 billion based
on the share offer price and the assumption of debt at face value.
Fitch estimates an 8 times (x) EBITDA multiple.  The downgrade of
the ratings reflects Fitch's belief that the company will most
likely fund a portion of the equity take out ($1.3 billion) with
incremental debt. Complete details regarding the ultimate
structure of the transaction have not been made public.


WASHINGTON MUTUAL: Appraisals Caused $283M Losses, FDIC Says
------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the Federal Deposit
Insurance Corp. sued two loan appraisal companies Monday in
California federal court for more than $283 million, alleging they
caused Washington Mutual Inc. to suffer losses on bad mortgage
loans because of their gross negligence.

According to Law360, the FDIC, which is the receiver trying to
recover money for Washington Mutual in bankruptcy court, launched
both suits in the Central District of California, saying
subsidiaries of Lender Processing Services Inc. and Corelogic Inc.
were responsible for $154.5 million and $129 million in losses,
respectively.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodara, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unsecured Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WATER STREET: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Water Street Development Partners, L.P.
        109 Welford Lane
        Southlake, TX 76092

Bankruptcy Case No.: 11-42841

Chapter 11 Petition Date: May 13, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Mark B. French, Esq.
                  LAW OFFICE OF MARK B. FRENCH
                  1901 Central Drive, Suite 704
                  Bedford, TX 76021
                  Tel: (817) 268-0505
                  Fax: (817) 268-0597
                  E-mail: marksndecf@markfrenchlaw.com

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

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

The petition was signed by Robert DeRogatis, manager of Water
Street Mgmt. LLC, general partner.

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Robert DeRogatis                   Investment in        $1,099,345
109 Welford Lane                   Company
Southlake, TX 76092

Chris Goodwin                      Service Provider         $3,750
Goodwin Farms, Inc.
4441 CR 607
Alvarado, TX 76009

Thomas G. Van Amburgh, P.C.        Service Provider         $1,850
8117 Preston Road, Suite 300
Dallas, TX 75225

Donald C. Walker & Associates,     Service Provider         $1,500
Inc.

Gary L. Cavender, PLLC             Service Provider         $1,050

James C. Ash, Jr.                  Attorney                   $903


WAVERLY GARDENS: Wants to Obtain $75,000 Loan from First Tennessee
------------------------------------------------------------------
First Tennessee Bank National Association, and Debtors Waverly
Garden of Memphis, LLC, and Kirby Oaks Integra, LLC, filed with
the U.S. Bankruptcy Court for the Western District of Tennessee,
on April 26, 2011, a second emergency joint motion for preliminary
and final orders authorizing the Debtors to obtain secured post-
petition financing (in the form of a revolving line of credit
promissory note) from First Tennessee in the amount $75,000, with
interest at a fixed of 5% p.a., and maturing on the sale of the
Facilities.

The Debtors relate that they need cash on an interim basis to
make specific, certain improvements to Waverly Gardens and Waverly
Glen (the "Facilities"), satisfy specific obligations owed, and
improvements to the physical plant of the Facilities in order to
maintain its continued viability, pending the sale.

First Tennessee has agreed to extend the financing to the Debtors,
after submission and approval of a budget for the said
improvements, in order to fund the specific expenses to be
incurred in order to satisfy certain obligations and make repairs
and improvements on the Facilities.

The First Tennessee DIP Loan will be secured by a Superpriority
Lien on all property of each of Debtor's estates of any and every
nature, characterization or description whatsoever, including
without limitation, all Facilities, accounts, healthcare insurance
receivables, rights under governmental health care costs
reimbursement contracts and general (including payment)
intangibles of the bankruptcy estates, but not including any
recovery actions of any of the Debtors' estates under Chapter 5 of
the Bankruptcy Code.

First Tennessee Bank is represented by:

     R. Spencer Clift, III, Esq.
     165 Madison Avenue, Suite 2000
     Memphis, TN 38103
     Tel: (901) 577-2216
     Fax: (901) 577-0834
     E-mail: sclift@bakerdonelson.com

As reported in the TCR on May 12, 2011, the Bankruptcy Court
will convene a hearing on May 24, 2011, at 11:00 a.m., to consider
the motion to dismiss the Chapter 11 cases of Waverly Gardens of
Memphis, LLC, and Kirby Oaks Integra, LLC.  Objections, if any,
are due May 16.

On April 29, the Shelby County Trustee related that according to
records, the Debtors have failed to pay ad valorem property taxes
assessed for tax years 2009 and 2010.

As of April 30, the amount of unpaid post petition taxes owed by
Debtors to Shelby County totals $154,181.

As reported in the Troubled Company Reporter on April 27, 2010,
Richard F. Clippard, the U.S Trustee for Region 8, asked the Court
to dismiss the Debtors' Chapter 11 cases because the Debtors
failed to file monthly operating reports since Dec. 31, 2009,
until the present.  The U.S. Trustee added that without timely
operating reports, he cannot determine the exact amount of
quarterly fees due, because this amount is calculated based upon
information contained in the monthly operating reports.

TCR reported on Oct. 17, 2008, that the U.S Trustee also sought
for the dismissal of the Debtors' case because of their failure to
file: (i) schedules of assets and liabilities; (ii) statement of
financial affairs; (iii) attorney fee disclosure statement; and
(iv) list of equity security holders.

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, in Memphis, Tenn., represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WHITTON CORP: Can Use Bank of America Cash Collateral Until May 25
------------------------------------------------------------------
On May 2, 2011, the U.S. Bankruptcy Court for the District of
Nevada, approved the second stipulation and order authorizing
Whitton Corporation's continued use of cash collateral of Bank of
America, N.A., through May 25, 2011, pursuant to the terms and
provisions of the Court's Original Final Cash Collateral Order,
dated Jan. 25, 2011, as amended by the Court's Cash Collateral
Extension Order, dated March 28, 2011.

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Hal L. Baume, Esq., Brett A. Axelrod,
Esq., and Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las
Vegas, Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WHITTON CORP: Can Borrow up to $875,000 from Ruby and Silver
------------------------------------------------------------
On April 29, 2011, the U.S. Bankruptcy Court for the District of
Nevada, entered a final order authorizing Whitton Corporation and
South Tech Simmons 3040C, LLC, to obtain unsecured postpetition
financing of up to $875,000 from Ruby Capital Investment, LLC, and
Silver Phoenix, LLC.

The borrowers will utilize the proceeds of the Revolving Loans
solely to pay: (a) ordinary course of business expenses incurred
in operating the borrowers' business, (b) allowed administrative
claims, including payment of compensation to employees, payment of
Professional Fees (only as may be allowed by the Court), and
payment of any contractual obligations, (c) payment of U.S.
Trustee Fees or any other postpetiton payments required to be made
by borrowers which may not be made from prepetition lenders' cash
collateral.

The Maturity Date will mean the earlier of (a) Dec. 31, 2011, or
(b) the Plan's Effective Datge.

Each Revolving Loan (and all amounts capitalized and added to the
principal balance of the Revolving Loans) will bear interest at
18% p.a.  A non refundable origination fee equal 3% of the Maximum
Cash Commitment Amount will accrue upon the entry of the Interim
DIP Order.

Accrued interest on the Revolving Loans will be capitalized and
added to the outstanding principal balance of the Revolving Loans
as of each Interest Payment Date.  The origination fee will be
capitalized and added to the outstanding principal balance of the
Revolving Loans.
The complete terms and conditions of the Modified Credit Agreement
is attached as Exhibit A of the Final DIP Order, a copy of which
is available for free at:

      http://bankrupt.com/misc/whittoncorp.finaldiporder.pdf

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Hal L. Baume, Esq., Brett A. Axelrod,
Esq., and Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las
Vegas, Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WJO INC: Use of Tristate Collateral Extended Until July 1
---------------------------------------------------------
Lender Tristate Capital Bank and WJO Inc. executed a seventh
stipulation and agreed interim order giving the Debtor more time
to use cash collateral on an interim basis.

The previous iteration of the stipulation granted the Debtor
permission to use cash collateral through May 1.  That limit is
now stretched to July 1.

The Debtor owes Tristate under a $3.1 million revolving credit
note and a $900,000 term note both dated June 16, 2009.  The
entire revolving facility is unpaid while $820,000 remains unpaid
under the term note.  In the stipulation, the Debtor acknowledges
that the prepetition debt is secured by properly perfected and
unavoidable first priority liens and security interests in the
Debtor's property.

The stipulation calls for the Debtor, Tristate and TD Bank to
enter into a control agreement in connection with the debtor-in-
possession account maintained at TD Bank.

A further interim hearing on the Debtor's use of csh collateral
will be held June 29.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by:

          David M. Neumann, Esq.
          BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
          200 Public Square
          2300 BP Tower
          Cleveland, OH 44114
          Tel: 216-363-4500
          Fax: 216-363-4588
          E-mail: dneumann@beneschlaw.com

               - and -

          Raymond H. Lemisch, Esq.
          Jennifer R. Hoover, Esq.
          BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
          222 Delaware Avenue, Suite 801
          Wilmington, DE 19801
          Tel: 302-442-7010
          Fax: 302-442-7012
          E-mail: rlemisch@beneschlaw.com
                  jhoover@beneschlaw.com


WJO INC: Wants Lease Decision Deadline Moved to Aug. 29
-------------------------------------------------------
WJO, Inc., asks the Bankruptcy Court to extend the time, pursuant
to 11 U.S.C. Sec. 365(d)(4), to assume or reject certain non-
residential real property leases.  Specifically, the Debtor
requests an extension of time to assume or reject the Leases from
the current deadline of May 29, 2011 to Aug. 29, 2011.

The Debtor operates its business out of numerous locations.  Five
of these locations are leased.  The Debtor said other issues must
first be resolved before it can determine if assumption or
rejection of the Leases are in its best interest.  The Debtor told
the Court that since all of the post-petition lease payments have
been made to date and the Debtor intends to continue making its
post-petition lease payments through the Extension Date, the
lessors will not be harmed by an extension of time.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


YONKERS RACING: S&P Cuts Notes Rating to 'B+' on $100MM Upsize
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Yonkers, N.Y.-based Yonkers Racing Corp.'s (YRC) 11.375% senior
secured notes due 2016 to '3' from '2', and lowered the issue-
level rating to 'B+' (the same level as the corporate credit
rating) from 'BB-' in accordance with S&P's notching criteria for
a recovery rating of '3'. "We removed the issue-level rating from
CreditWatch, where it was listed with negative implications on
April 20, 2011. The recovery rating of '3' reflects our
expectation for meaningful (50%-70%) recovery for lenders in the
event of a payment default," S&P stated.

"As discussed in our April 20 research update, the revised
recovery rating reflects the increase in secured notes outstanding
under our simulated default scenario, which results in lower
recovery prospects for these securities. The add-on brings the
total size of the issue to $325 million ($302.5 million currently
outstanding). The company used the proceeds from the add-on to
refinance its 13.25% senior subordinated notes due 2013 and the
underlying warrants associated with this obligation," S&P related.

"Our recent revision of the outlook to positive from stable
reflects YRC's strong growth over the past few years," said
Standard & Poor's credit analyst Melissa Long, "which has left the
company better positioned to absorb impending competition from
Aqueduct Racetrack than we previously contemplated." "The company
has realized growth in win-per-unit measures in every quarter
since the property's opening in 2007, and maintains a financial
risk profile with sufficient cushion to withstand the new
competition, in our view. YRC also recently introduced electronic
table games, which we believe will expand its customer base and
somewhat offset the impact from Aqueduct," S&P noted.

"Under our current performance expectations, we believe YRC's
credit measures could support a one-notch higher rating by the end
of 2012," added Ms. Long.


* S&P's Global Corporate Defaults List Has 15 So Far
----------------------------------------------------
Puerto Rico-based yellow pages publisher Caribe Media Inc. filed
for bankruptcy protection, raising the 2011 global corporate
default tally to 15, said an article published May 13 by Standard
& Poor's Global Fixed Income Research.  Ten of this year's
defaults were based in the U.S., two were based in New
Zealand, and one each was based in Canada, the Czech Republic, and
Russia, according to the article, titled "Global Corporate Default
Update (May 6 - 12, 2011) (Premium)."

By comparison, 35 global corporate issuers had defaulted by this
time in 2010.  Of these defaulters, 24 were based in the U.S., two
in Europe, three in the emerging markets, and six in the other
developed region (Australia, Canada, Japan, and New Zealand).
Six of this year's defaults were due to distressed exchanges and
five were due to missed interest or principal payments--both among
the top reasons for default in 2010.  Of the remaining four, two
issuers defaulted after they filed for bankruptcy, another had its
banking license revoked by its country's central bank, and the
fourth was forced into liquidation as a result of regulatory
action.

Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.


* S&P's Says Deleveraging Slowing as Consumer Credit Rises
----------------------------------------------------------
March's overall seasonally adjusted consumer credit increases,
combined with declining consumer default rates, sustainable
household debt service levels, and banks' increased willingness to
lend and ease their credit standards, indicate that U.S.
consumers' deleveraging is slowing down, Standard & Poor's Ratings
Services said in a recent report.

"Deleveraging has been modest for nonrevolving consumer debt, such
as auto and student loans, starting in mid-2008, and since July
2010, we have seen U.S. consumers increase their nonrevolving
consumer debt.  This suggests that deleveraging is over for
nonrevolving debt," said research analyst, Erkan Erturk.

"Unlike nonrevolving debt, U.S. consumers have reduced their
revolving debt (mainly from credit cards) by 18% since mid-2008 by
borrowing less, paying down debt, and defaulting.  However, March
saw a 2.9% increase, only the second monthly gain in credit card
debt in the 2.5 years since deleveraging started.  We believe this
may be a sign that deleveraging is slowing for revolving consumer
credit."

According to the U.S. Federal Reserve's May 6, 2011, Consumer
Credit release, the SA nonmortgage consumer credit outstanding
rose $6 billion, at an annualized rate of 3% in March following a
$7.6 billion gain in February.  The month also saw nonrevolving
debt up $4.1 billion, a 3% increase from the $10.1 billion
increase in February. Revolving debt was up $1.9 billion, a 2.9%
increase after a $2.6 billion decline previous month.

The long downward trend in credit card debt may soon bottom as the
household debt service and financial obligation ratios are near
their historical averages.  Also, declining consumer default and
charge-off rates and increased willingness to lend at large banks
signal that revolving debt deleveraging is slowing down.  S&P
believes ABS issuance is likely to benefit from this trend.
However, S&P believes the high unemployment rate, high oil prices,
weak consumer confidence, and large number of homeowners with
negative equity remain key concerns for continued consumer debt
growth.


* Gregg Galardi Joins DLA Piper's Restructuring Team in New York
----------------------------------------------------------------
DLA Piper on Monday disclosed that Gregg Galardi, formerly a
senior partner at Skadden, Arps, Slate, Meager & Flom LLP, will
join the firm as partner and co-chair of the Bankruptcy and
Reorganization Group, resident in the New York office.  Mr.
Galardi, is widely recognized as one of the world's leading
bankruptcy practitioners and has more than 20 years of experience
representing borrowers and debtors in sophisticated and high-
profile bankruptcies across multiple jurisdictions.

"Gregg is an ideal addition to our talented restructuring team,"
said Roger Meltzer, Global Chair of DLA Piper's Corporate and
Finance Practice.  "His highly-regarded work on some of the most
complex bankruptcy filings in recent years make him a tremendous
asset to the firm and our clients, both here in the US and
abroad."

Mr. Galardi's arrival comes shortly after an influx of several
other high profile bankruptcy partners to DLA Piper this year.  In
April, Craig Rasile and Andrew Zaron joined in the Miami office.
Stuart Brown came on board as managing partner of the firm's
Wilmington office, which opened in March.  In February, a team of
five partners, led by Richard A. Chesley, joined the practice in
Chicago.  The additions are part of the firm's strategy to further
enhance its global transactional practice areas.  "As a leader in
the international restructuring space, Gregg will be instrumental
in meeting the short and long-term needs of companies, as
distressed opportunities arise," said Sir Nigel Knowles, joint
Chief Executive Officer of DLA Piper.  "Gregg's experience will
also help our private equity and hedge fund clients identify
opportunities for distressed asset acquisitions."

At Skadden, Mr. Galardi represented a wide variety of industries
in high-profile workouts and traditional Chapter 11 cases.
Notable client representations include serving as counsel for: CIT
Group, Inc. in its prepackaged Chapter 11 case (the fifth-largest
bankruptcy of all time, and the largest prepackaged bankruptcy to
date); Sportsman's Warehouse, Inc., HealthSouth Corporation,
Circuit City Stores, Inc., Plastech Engineered Products, and
Polaroid Corporation.  Mr. Galardi also represents financial
institutions, private equity and hedge funds, international
corporations, litigants and significant creditors.

Mr. Galardi is a Fellow of the American College of Bankruptcy and
has been cited on numerous occasions for his leading role in major
restructurings.  He has been recognized by Turnaround & Workout's
top restructuring lawyers in 2009; Best Lawyers in America,
Euromoney, Legal Media Group's 2009 Expert Guide to the World's
Leading Insolvency and Restructuring Lawyers and The International
Who's Who of Legal Professionals.

"I am thrilled to join DLA's preeminent restructuring team, and I
look forward to working together in continuing to build a practice
that complements the firm's global transactional footprint," said
Mr. Galardi.

Mr. Galardi received a J.D. from the University of Pennsylvania
Law School, cum laude, where he participated in the University of
Pennsylvania Law Review; a Ph.D. in philosophy from the University
of Pennsylvania; an M.A. in economics from the University of
Pennsylvania; and a B.A., also from the University of
Pennsylvania, cum laude and honors.  He is admitted to practice in
Delaware, New York and the District of Columbia.

             About DLA Piper's Restructuring Practice

DLA Piper's Restructuring practice has been involved in some of
the largest, most intricate and most time-critical cases in recent
history.  It serves an exceptionally diverse client base
encompassing debtors, creditor committees, governmental entities,
indenture trustees, senior, mezzanine and second lien lenders,
hedge funds, shareholders, directors, and distressed debt and
asset buyers and investors.  The group handles restructurings
across an array of industries with particular strength in real
estate, energy, hospitality, sports, transportation, health care
and retail.

                         About DLA Piper

DLA Piper -- http://www.dlapiper.com-- has 4,200 lawyers in 30
countries and 76 offices throughout the US, UK, Continental
Europe, Middle East and Asia.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                           Share-       Total
                                 Total    Holders'     Working
                                Assets      Equity     Capital
  Company         Ticker         ($MM)       ($MM)       ($MM)
  -------         ------        ------    --------     -------
ABRAXAS PETRO     AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP  ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS   ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG   AXL US       2,114.7      (468.1)       33.0
AMR CORP          AMR US      27,113.0    (3,949.0)   (1,028.0)
ANOORAQ RESOURCE  ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC        ARQL US         88.9       (14.6)       34.9
AUTOZONE INC      AZO US       5,765.6    (1,038.4)     (487.0)
BIOLASE TECHNOLO  BLTI US         18.1        (3.0)       (5.7)
BLUEKNIGHT ENERG  BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E  BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E  BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U  BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A  CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A  XSR CN         180.8       (14.8)      (48.5)
CC MEDIA-A        CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM   CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC        CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY   CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY   LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS     CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB  CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT  CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC  CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE  CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A   CMLS US        319.6      (341.3)       16.9
DENNY'S CORP      DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A    DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A    EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA    DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET  DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK     EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC      ECYT US         21.2        (7.1)       12.4
EXELIXIS INC      EXEL US        360.8      (228.3)      (16.5)
FAIRPOINT COMMUN  FRP US       2,973.8      (587.4)      180.5
FLOTEK INDS       FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP     FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO     F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO     F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC       GY US          989.6      (177.7)       83.8
GLG PARTNERS INC  GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING  GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC  HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A   HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC  HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM      IDIX US         69.9       (31.1)       29.5
INCYTE CORP       INCY US        489.6       (88.6)      341.9
IPCS INC          IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI  ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU  JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC       KNOL US        787.7       (15.9)       20.4
KV PHARM-A        KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B        KV/B US        296.2      (233.4)     (134.5)
LIN TV CORP-CL A  TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE     LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC     LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT  MEQ CN         448.9        (9.0)        -
MANNKIND CORP     MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON      MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC      MEDQ US        323.9       (30.6)       45.2
MERITOR INC       MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP      MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR  MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST  MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED  NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL     NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C  NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A  NXST US        602.5      (175.2)       53.6
NPS PHARM INC     NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT  NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE    OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS    OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS    OTT-U CN       322.1        (5.2)       22.0
PALM INC          PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN  PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A  PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC      PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE    PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU  QLTY US        271.3      (144.5)       35.0
QUANTUM CORP      QTM US         466.4       (65.2)      125.7
QWEST COMMUNICAT  Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A  RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA   RLRN US         49.9       (31.4)      (36.6)
REVLON INC-A      REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC  RRR US       2,817.4       (62.2)      (71.6)
RURAL/METRO CORP  RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL  SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A  SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A  SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A   SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A   SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES   SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA  SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS   TCO US       2,535.6      (512.8)        -
TEAM HEALTH HOLD  TMH US         807.7       (51.4)       17.9
THERAVANCE        THRX US        331.2       (22.4)      276.3
UNISYS CORP       UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS    URI US       3,692.0       (29.0)      123.0
VECTOR GROUP LTD  VGR US         949.6       (46.2)      299.9
VENOCO INC        VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A  VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP  VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A   VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS   VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO  WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS   WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA  WLB US         750.3      (162.4)      (35.8)
WESTWOOD ONE INC  WWON US        288.3        (6.0)       30.6
WORLD COLOR PRES  WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO     GRA US       4,271.7       (68.8)    1,371.3



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***