TCR_Public/110520.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 20, 2011, Vol. 15, No. 138

                            Headlines

15-35 HEMPSTEAD: Trustee Seeks to Retain Wolff & Samson as Atty.
15-35 HEMPSTEAD: Seeks to Retain Beverly Cox as Bookkeeper
15-35 HEMPSTEAD: Taps Landis Company as Real Estate Broker
1ST CENTENNIAL: Class Suit Filed for Non-Disclosure of Risky Deals
2001 PROPERTIES: Jack Smith Withdrawn as Schneider Trust Counsel

ACCO BRANDS: Moody's Revises Outlook to Positive
ADVANCED DISPOSAL: Moody's Affirms Ba3 Corporate Family Rating
AES THAMES: Court Extends Time to Decide on Leases Until Aug. 30
AES THAMES: Taps Charles River as Regulatory Consultant
ALLEN STOCK: Files for Chapter 7 in Minneapolis

AMBASSADORS INT'L: Anschutz Unit Wins Auction With $39M Offer
ARIZONA GOLF: Council Mulls Exit Deal, Looks for New Manager
ASARCO LLC: Asbestos Trust Files Report for 2010
ASARCO LLC: Plan Admin. Claims Objection Deadline Extended
ASARCO LLC: Plan Admin. in Disputes With CSM on Mediation Issue

ASARCO LLC: Seeks Summary Judgement on Sterlite Plea for Payments
ATLANTIC BROADCASTING: Schaffer Suit Remanded to State Court
BALDWIN TECHNOLOGY: Gets Waiver from BofA, Set for Refinancing
BANKUNITED FINANCIAL: Has OK for Structured Capital as Advisor
BARNES BAY: Judge to OK Bidding Protocol for Anguilla Resort

BBB ACQUISITION: Hearing on Case Conversion Plea Reset to June 1
BBB ACQUISITION: Wants Trustee's Motion to Convert Case Denied
BBB ACQUISITION: Has Until July 20 to Solicit Acceptances to Plan
BEVERLY HILLS SUITES: Working on Plan for Bradley Hotel
BIEDERMANN MANUFACTURING: Owner Loses RecZone to Foreclosure

BLOCKBUSTER INC: McMillan Law Firm Fights Icahn's Sanctions Bid
BLUEKNIGHT ENERGY: Amends Global Transaction Agreement
BORDERS GROUP: Still Trying to Find Buye for All of 400 Stores
BORDERS GROUP: Close to Finalizing Chapter 11 Plan, Says CEO
BORDERS GROUP: Removal Period Extended Until Sept. 14

BORDERS GROUP: Proposes BofA Pact on Compensation Plan
BREWERY PROPERTIES: Files for Ch. 11 to Bring Issues in One Forum
BROWN PUBLISHING: Court Issues New Order on K&L Contingent Fees
BOUNDARY BAY: U.S. Trustee Taps 3-Member Creditors Panel
BOUNDARY BAY: Seeks to Employ Weiland as Bankruptcy Counsel

BOYLAN INT'L: Liquidating Trust's Life Extended for Two Years
CARIBE MEDIA: Court Approves Kurtzman Carson as Claims Agents
CENTER COURT: U.S. Trustee Wants Case Dismissed on Converted
CHRISTIAN BROTHERS: Strikes Deal to Fund Operations
CHRYSLER LLC: Raises $7.5BB After Twice Revising Deal Structure

CITY INC: Files for Chapter 7 in Minneapolis
CLEARWIRE CORP: Intel Corporation Discloses 32.8% Equity Stake
COMDISCO HOLDING: Reports $520,000 Net Loss in First Quarter
CONCHO RESOURCES: Moody's Assigns B3 Rating to Notes Offering
CONCHO RESOURCES: S&P Rates $400MM Sr. Unsecured Notes at 'BB'

CONNACHER OIL: Moody's Assigns 'Caa2' Rating to Sr. Secured Notes
CONNACHER OIL: S&P Rates $900MM Sr. Sec. 2nd-Lien Debt at BB-
CORDIA COMMS: Can Employ Bilzin Sumberg as Bankruptcy Counsel
CORDIA COMMS: Wants to Hire Source Capital as Investment Banker
CORDIA COMMS: Court to Convene Final Hearing on Cash Coll. Use

CORDIA COMMS: Asks to Proceed With Auction Without Lead Bidder
COSIMO LLC: Section 341(a) Meeting Schedules for June 10
CRAIG CARRIER: IFC Sees Minimal Impact on Ending Triple C Deal
CROWN EQUITY: Posts $1.5 Million Net Loss in March 31 Quarter
DALPHIS HOLDING: Seeks Approval to Tap Cash From Customers

DAVID OLSON: Files for Chapter 7 in St. Paul
E*TRADE FINANCIAL: Moody's Assigns B2 Rating to Sr. Notes due 2016
EAGLE BULK: May Not Be in Compliance With Orig. Facility Covenants
EASTER SEALS: Sanctions Against Ford Motor Credit Rejected
ECOSPHERE TECHNOLOGIES: Incurs $3.7-Mil. First Quarter Net Loss

EDIETS.COM INC: Extends Subscription Period for Rights Offering
EH HOLDING CORP: Moody's Says Ratings Unchanged on Note Offering
EIF CALYPSO: S&P Withdraws 'B+' Rating on $800MM Sr. Secured Debt
EVERGREEN ENERGY: Incurs $11.34-Mil. First Quarter Net Loss
FORBES ENERGY: Moody's Upgrades Corporate Family Rating to 'B3'

FORBES ENERGY: S&P Gives 'CCC+' CCR; Places Rating on Watch
GENERAL MORTGAGE: Moody's Cuts IFS Rating to 'Ba1'
GLC LTD: Court OKs James Burritt as Chief Restructuring Officer
GGS INVESTMENTS: Court Wants Plan Documents Revised
GREAT LAKES AVIATION: Posts $577,400 Net Loss in First Quarter

GUARANTY FINANCIAL: Plan of Liquidation Declared Effective
GULFSTREAM INT'L: Creditors Pursue Investigation of Top Executives
HCA HOLDINGS: Files Form 10-Q; Posts $334MM Net Income in Q1
HEALTH ADVENTURE: Has 18-Month Lease Offer From Pack Place
HUGHES TELEMATICS: Amends Form S-3 for 2.4-Mil. Shares

INDIANA EQUITY: Sec. 341 Creditors' Meeting Set for June 16
INDIANA EQUITY: Wants Schedules Filing Deadline Moved to June 9
INDIANA EQUITY: Can Use Rents to Fund Expenses Until Monthend
INNOLOG HOLDINGS: Amends 2010 Quarterly Reports to Correct Errors
INOVA TECHNOLOGY: Completes $515,000 Network Solutions Projects

INTEGRATED FREIGHT: Completes Acquisition of Cross Creek
INTERNATIONAL LEASE: Moody's Affirms 'B1' CFR; Outlook Positive
INTERPUBLIC GROUP: S&P Ups CCR to 'BB+' on Operating Momentum
INTERTAPE POLYMER: Incurs $41,000 Net Loss in March 31 Quarter
INVENTIV HEALTH: Moody's Reviews Ratings for Possible Downgrade

JARED BLUHM: Files for Chapter 7 in St. Paul
JOHENE EGGERT: Judge Wants Plan Documents Amended
LA JOLLA: Has 4.01 Million Common Shares Issued and Outstanding
LEHMAN BROTHERS: Ruling on Barclays/LBI Trustee Dispute Postponed
LEHMAN BROTHERS: Creditors Committee Nominated as Designated Party
LEHMAN BROTHERS: LBI Proposes $861-Mil. Deal with JPMorgan

LEHMAN BROTHERS: LBI Proposes Levine Lee as Special Counsel
LEHMAN BROTHERS: Giants Stadium Wants Leave to Conduct Discovery
LPATH INC: Incurs $1.64 Million Net Loss in First Quarter
MACY INC: S&P Raises CCR From 'BB+' on Robust Performance
MAGNA ENTERTAINMENT: Chickasaw Nation Takes Lone Star Park

MAJESTIC CAPITAL: Wants Until May 27 to File Schedules
MARKET STREET: Seeks to Hire Eskew Dumez Ripple as Architects
MEDCLEAN TECHNOLOGIES: Files Form S-1 for 400-Mil. Shares
MEM INVESTMENTS: Judge Wants Exit Plan Amended by May 23
METROPARK USA: Hearing on Employment of Cooley LLP Set for May 23

MIDWEST BANC: Files Second Amended Joint Liquidation Plan
MORGANS HOTEL: To Buy Remaining Interests in China Grill Venture
MORGANS HOTEL: Parag Vora Discloses 4.15% Equity Stake
MSR RESORT: U.S. Administrator Taps 5-Member Creditors Panel
MT3 PARTNERS: Permits Nevada State Bank to Sell Property

MULTIBANK: Fitch Affirms IDRs at 'BB'; Outlook Stable
NEDAK ETHANOL: Reports $248,000 Net Income in First Quarter
NEW STREAM: Court OKs $184M Sale of Life Insurance Assets
NEXSTAR BROADCASTING: Incurs $6.3-Mil. First Quarter Net Loss
NISSWA MARINE: Appeals Court Rules on Frandsen Bank Loan Dispute

NMT MEDICAL: Adds Intellectual Property to Its Sealed Bid Sale
NO FEAR RETAIL: Files Schedules of Assets and Liabilities
NOVASTAR FINANCIAL: Reports $2.27 Million Net Income in Q1
NUVEEN INVESTMENTS: Moody's Upgrades CFR to B3; Outlook positive
OMNICITY CORP: Incurs $418,290 Net Loss in Jan. 31 Quarter

ORAGENICS INC: Posts $1.6-Mil. Net Loss in First Quarter
OXIGENE INC: Incurs $863,000 Net Loss in First Quarter
PACIFIC MESA: Appoints George Blaco as Chief Operating Officer
PEANUT CORP: Court Won't Dismiss Wrongful Death Suit v. Kanan
PHILADELPHIA ORCHESTRA: Has Interim OK to Hire CGC as Claims Agent

PHILADELPHIA ORCHESTRA: Pittsburgh Symphony to Sub for Concerts
PROFESSIONAL VETERINARY: Boehringer Claim Goes to Trial
PROVO CRAFT: S&P Lowers Corporate Credit Rating to 'CCC'
QUANTUM FUEL: Receives $695,000 from Sale of Notes and Warrants
QUANTUM FUEL: Authorized Common Shares Hiked to 50 Million

RADIENT PHARMACEUTICALS: Gets $7.5MM Proceeds Securities Sale
RASER TECHNOLOGIES: 3-Member Creditors Committee Formed
RASER TECHNOLOGIES: Section 341(a) Meeting Schedules for June 2
RASER TECHNOLOGIES: Court Approves ALCS as Claims Agent
RASER TECHNOLOGIES: Ex-Chairman Proposes Rival Financing

RASER TECHNOLOGIES: Merrill Lynch Adds to Dissent Over Loan
READER'S DIGEST: Still Struggling to Gain Financial Balance
REAL ESTATE ASSOCIATES: Incurs $205,000 Net Loss in Q1
REICHHOLD INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
REMINGTON RANCH: Case Dismissal Hearing Continued Until June 15

SARGENT RANCH: Court Rejects $808T DIP Loan, Mulls Ch.7 Conversion
SBARRO INC: Court Approves Epiq Bankruptcy as Administrative Agent
SBARRO INC: Can Hire Kirkland & Ellis as Bankruptcy Counsel
SBARRO INC: To Tap Steinberg Fineo as Special Counsel
SEAVIEW PLACE: Can Hire Jennis & Bowen as Bankruptcy Counsel

SELECT MEDICAL: Moody's Upgrades Proposed Credit Facility to Ba3
SELECT MEDICAL: S&P Raises Rating on Sr. Secured Facility to 'BB-'
SHUBH HOTELS PITTSBURGH: Court Stays Suit v. Hilton, Blackrock
SINCLAIR BROADCAST: Pinnacle Associates Holds 3.1% Equity Stake
SONA CO: Files for Chapter 7 Bankruptcy

SOUTH EDGE: Ch. 11 Trustee Taps Schwartzer & McPherson as Counsel
SOUTH EDGE: Trustee Wins OK for Jones Vargas as Special Counsel
SOUTH EDGE: Jones Vargas Withdraws as Ch. 11 Trustee Local Counsel
STATION CASINOS: U.S. Trustee Forms Green Valley Committee
STATION CASINOS: Committee wants GV Confirmation Adjourned

STATION CASINOS: GV Wants Three Committee Members Removed
STATION CASINOS: GV Wants to Limit Committee Discovery
STRATEGIC AMERICAN: Hosts Shareholder Conference
SUN-TIMES MEDIA: Debtor Files Chapter 11 Plan of Liquidation
SUNNYSLOPE HOUSING: Section 341(a) Meeting Scheduled for May 31

T.D. BISTRO: Files for Chapter 7 Liquidation
THERMOENERGY CORP: Incurs $2.5 Million Net Loss in 1st Quarter
TRICO MARINE: Files Liquidation Plan Days After Spinning Off Units
UNIVITA HEALTH: S&P Assigns Prelim. 'B' Corporate Credit Rating
U.S. CORP: FNMA Suit vs. Creditor Remanded to State Court

U.S. EAGLE: Creditors Committee Taps Porzio Bromberg as Counsel
U.S. EAGLE: Court Grants Until August 4 to Decide on Leases
U.S. EAGLE: Has Until Sept. 2 to Propose Plan of Reorganization
VALENCE TECHNOLOGY: CFO Resigns; D. Gotthschalk to Assume Role
VIKING SYSTEMS: Sells 9-Mil. Common Shares for $3 Million

VILLAGE AT CAMP: Amends Chapter 11 Plan & Disc. Statement
VISTEON CORP: CEO Received More Pay Than Ford's in 2010
WARNER MUSIC: Thomas H. Lee Discloses 35.63% Equity Stake
WASHINGTON COUNTY MEMORIAL: Ind. Appeals Court Rules on Shonk Suit
WASHINGTON MUTUAL: Chapter 11 Plan Flooded With Objections

WECHSLER & CO: Sanford Becker Out, Taps KGS LLP as Accountants
WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss
WHOLE FOODS: S&P Raises CCR to 'BB+' on Stronger Operations
WIKILOAN INC: Incurs $3.15 Million Net Loss in Fiscal 2011
WOLF MOUNTAIN: Court Rejects Dismissal Bid But Grants Stay Relief

WOLF MOUNTAIN: Sec. 341 Creditors' Meeting Set for June 15
WRIGLEY (WM) JR.: Moody's Upgrades CFR to Ba1; Outlook Stable
ZALE CORP: Matthew Appel Appointed Chief Administrative Officer
ZOEY ESTATES: Sec. 341 Creditors' Meeting Set for June 7
ZOEY ESTATES: Case Reassigned to Bankruptcy Judge Hale

* Crowell & Moring Expands on Both Coasts With Two New Partners
* DLA Piper Adds Gregg Galardi to Firm
* Luce Forward Adds Bankruptcy Atty. Gregg S. Kleiner

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


15-35 HEMPSTEAD: Trustee Seeks to Retain Wolff & Samson as Atty.
----------------------------------------------------------------
Karen L. Gilman, Esq. as Chapter 11 Trustee of 15-35 Hempstead
Properties, LLC and Jackson 299 Hempstead LLC, seeks authority
from the U.S. Bankruptcy Court for the District of New Jersey, to
retain Wolff & Samson PC as attorney.

During its retention, Wolff & Samson employment will be limited
to:

   1. the operation of the property;

   2. protection of tenants and ensure services are provided; and

   3. render legal advice concerning whether a condominium
      conversion is feasible, may be reversed and reverted to a
      prior use and/or whether the real property should be sold as
      is.

To the best of Ms. Gilman's knowledge, the professional does not
hold the adverse interest to the estate, does not represent an
adverse interest to the estate, and is a disinterested person
under 11 U.S.  101(14).

              About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43178) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition (Bankr. D. N.J. Case No. 10-43180) on Oct. 26, 2010.

Jackson 299 Hempstead, LLC, owns a parcel of real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43180) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists Jackson 299 in its restructuring effort.  Jackson
299 estimated its assets and debts at $10 million to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.


15-35 HEMPSTEAD: Seeks to Retain Beverly Cox as Bookkeeper
----------------------------------------------------------
15-35 Hempstead Properties, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey, to retain to
retain Beverly Cox as bookkeeper.

The bookkeeper can be reached at:

         Beverly Cox
         The Organizer
         PO Box 437
         Northfield, NJ 098225

To the best of 15-35 Hempstead's knowledge, the professional:

   1. does not hold the adverse interest to the estate.
   2. does not represent an adverse interest to the estate.
   3. is a disinterested person under 11 U.S.  101(14).

              About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43178) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition (Bankr. D. N.J. Case No. 10-43180) on Oct. 26, 2010.

Jackson 299 Hempstead, LLC, owns a parcel of real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43180) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists Jackson 299 in its restructuring effort.  Jackson
299 estimated its assets and debts at $10 million to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.


15-35 HEMPSTEAD: Taps Landis Company as Real Estate Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Karen L. Gilman, Esq. as Chapter 11 Trustee of 15-35
Hempstead Properties, LLC and Jackson 299 Hempstead LLC, to employ
Landis Company, LLC, as real estate broker.

The trustee said it needs a real estate broker to list and sell
condominiums real property known as 101 Boardwalk, Atlantic City,
New Jersey 08401.

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43178) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition (Bankr. D. N.J. Case No. 10-43180) on Oct. 26, 2010.

Jackson 299 Hempstead, LLC, owns a parcel of real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43180) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists Jackson 299 in its restructuring effort.  Jackson
299 estimated its assets and debts at $10 million to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.


1ST CENTENNIAL: Class Suit Filed for Non-Disclosure of Risky Deals
------------------------------------------------------------------
Brower Piven, A Professional Corporation, disclosed that a class
action lawsuit has been commenced in the United States District
Court for the Central District of California on behalf of
purchasers of the securities of 1st Centennial Bancorp during the
period between April 13, 2006 and January 23, 2009, inclusive.

The press release by Brower Piven provides:

"No class has yet been certified in the above action. Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than June 20, 2011 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period.  You are not required to have
sold your shares to seek damages or to serve as a Lead Plaintiff.

"The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period 1st Centennial's exposure to
the risky CRE/ADC loan market and mounting loan losses and that
the Bank's loan underwriting and credit administration practices
failed to comply with prudent banking standard and lending policy.
According to the Complaint, as a result of the alleged misconduct
at 1st Centennial, on January 23, 2009 the California Department
of Financial Institutions seized 1st Centennial and appointed the
FDIC as receiver such that the value of 1st Centennial shares
declined significantly.  Also according to the complaint, on
March 25, 2009, 1st Centennial filed for bankruptcy, and on
Jan. 14, 2011 the FDIC sued 1st Centennial's officers and
directors alleging, among other things, willful misconduct in
causing 1st Centennial's failure.

"If you have suffered a net loss for all transactions in 1st
Centennial Bancorp securities during the Class Period, including
shares or possibly calls purchased during, but not sold until
after the end of the Class Period or possibly put options sold but
not covered until after the end of the Class Period, you may
obtain additional information about this lawsuit and your ability
to become a lead plaintiff by contacting Brower Piven at
http://www.browerpiven.com/,by email at hoffman@browerpiven.com,
by calling 410/415-6616, or at Brower Piven, A Professional
Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating
securities and class action cases of over 60 years.  If you choose
to retain counsel, you may retain Brower Piven without financial
obligation or cost to you, or you may retain other counsel of your
choice.  You need take no action at this time to be a member of
the class."

                    About 1st Cenntial Bank

1st Centennial Bank, based in Redlands, California, was closed
in January 2009 by the California Department of Financial
Institutions, which then appointed the FDIC as receiver.

Following the closing, the FDIC entered into a purchase and
assumption agreement with First California Bank, in Westlake
Village, California, to assume the insured deposits of 1st
Centennial.  As of January 9, 2009, 1st Centennial had total
assets of $803.3 million and total deposits of $676.9 million, of
which there were approximately $12.8 million that exceeded the
insurance limits.

1st Centennial Bank's failure was estimated to cost the FDIC's
Deposit Insurance Fund $227 million.


2001 PROPERTIES: Jack Smith Withdrawn as Schneider Trust Counsel
----------------------------------------------------------------
The Hon. Elizabeth E. Brown for the U.S. Bankruptcy Court for the
District of Colorado granted 2001 Properties, LLC's request to
Withdraw Holland & Hart LLP and its attorneys Jack L. Smith and
Clarissa M. Raney to appear as counsel for John F.C. Schneider, as
Trustee of the John F.C. Schneider Trust u/a/d Aug. 22, 2002.

Mission Hills, Kansas-based 2001 Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
32331) on Aug. 31, 2010.  Guy B. Humphries, Esq., in Denver,
Colorado, assists the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $35,000,032 in total assets and
$44,404,244 in total liabilities as of the Petition Date.


ACCO BRANDS: Moody's Revises Outlook to Positive
------------------------------------------------
Moody's Investors Service revised ACCO Brands Corporation's
outlook to positive because of Moody's expectation that ACCO's
operating performance will improve in the near to mid-term and
that the company will use its free cash flow to pay down debt
thereby improving credit metrics. Moody's also affirmed ACCO's
ratings including its B2 Corporate Family Rating, B2 Probability
of Default Rating, B1 senior secured notes, Caa1 senior
subordinated notes and SGL-2 speculative grade liquidity rating.

"ACCO's significant cost rationalization efforts over the last few
years, which Moody's expects to continue, combined with select
price increases should enable the company to generate around $50
million of free cash flow in 2011, despite losing almost $250
million of revenue since 2008" said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. "The continued focus on
costs should help enable ACCO to offset or at least reduce the
impact of higher raw material prices," noted Cassidy.

RATING RATIONALE

ACCO's B2 Corporate Family Rating reflects the company's still
relatively high leverage (above 5x debt/EBTIDA) and minimal
revenue growth. The rating also incorporates the mature nature of
the office supplies industry which has been exacerbated by
economic weakness in the US and Europe. Notably, ACCO serves a
consumable segment (about half) which is tied to discretionary
consumer spending and a durable exposure, which is driven more by
business spending but is more vulnerable to cyclicality.
Mitigating these factors is ACCO's solid market position within
the office supply product categories, improved margins through a
realignment of its cost structure, good free cash flow generation,
commitment to pay down debt and good liquidity profile that
provides financial flexibility to continue to weather the
uncertain economic environment. Moody's also considers the
relevance of ACCO to its largest customers as one of only a few
global suppliers of office products.

The positive outlook reflects Moody's view that ACCO's operating
performance should continue to improve in the near to mid-term.
This, coupled with paying down debt with free cash flow, should
result in improved credit metrics with debt/EBITDA approaching
4.5x in 2012. The positive outlook also reflects Moody's
expectation that revenue will increase about 3% - 5% in 2011 and
2012 and that operating margins stay above 10%.

The rating could be downgraded if raw material prices increase
more than expected and the company is not able to sufficiently
offset the higher costs with its cost efficiency efforts and price
increases. Operating margins in the mid single digits and leverage
sustained over 6.5x would not be consistent with a B2 Corporate
Family Rating. On the other hand, the rating could be upgraded if
ACCO is able to offset higher raw material prices with price
increases and cost containment efforts and increase or at least
maintain EBITA margins (currently around 10%). Maintaining its
approach of paying down debt with free cash flow will also be
necessary for an upgrade to be considered as will reducing
leverage below 4.5x.

Ratings affirmed:

   -- Corporate Family rating at B2;

   -- Probability of Default rating at B2;

   -- Senior Secured Notes rating at B1 (LGD 3, 38% - no change in
      LGD assessment);

   -- Senior subordinated notes at Caa1 (LGD 5, 83% - no change in
      LGD assessment);

   -- Speculative grade liquidity rating at SGL-2

The principal methodology used in rating ACCO was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

ACCO Brands Corporation ("ACCO") is a leading supplier of branded
office products, which are marketed in over 100 countries to
retailers, wholesalers, and commercial end-users. Revenue
approximated $1.3 billion for the twelve months ended March 31,
2011.


ADVANCED DISPOSAL: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the existing Ba3 corporate
family and B1 probability of default ratings of Advanced Disposal
Services, Inc. Concurrently, a Ba3 rating has been assigned to the
company's recently executed $425 million first-lien revolving
credit facility. The rating outlook is stable. Proceeds from the
new facility (initially funded at $317 million), as well as a
preferred equity contribution, repaid the company's prior first-
lien credit facility. Because of the preferred equity
contribution, the first-lien debt balance declined to $321 million
from $364 million following the transaction.

The ratings are:

   -- Probability of default, B1

   -- Corporate family, Ba3

   -- $425 million first-lien revolver due 2016, Ba3 LGD 3, 30%

Ratings withdrawn:

   -- $250 million first lien revolver due 2014, Ba3 LGD 3, 31%

   -- $150 million first-lien term loan due 2015, Ba3 LGD 3, 31%

RATINGS RATIONALE

The Ba3 corporate family has been affirmed because the debt
reduction and an improving economic environment should boost
credit metrics that had become weak relative to similarly rated
sector peers. Moody's anticipates that an improving economy should
raise Advance Disposal's earnings and operating cash flow over
2011 and 2012, particularly in 2012 when construction end markets
and their associated waste streams should begin to grow. The
company's concentration in the southeastern U.S. states also bodes
well for near-term credit metric improvement since that region's
growth should lead national growth. Moody's expects continued
tuck-in acquisitions and investments that build collection route
density and disposal capacity. The expansion spending level could
continue exceeding the company's free cash flow generation level,
but with expected greater volumes ahead, Moody's anticipates debt
to EBITDA declining to the high 3x range by early 2012, from the
high 4x range as of Q1-2011; similarly, EBIT to interest should
improve to over 2.0x from just under 1.4x (all metrics Moody's-
adjusted basis).

The company's probability of default rating of B1 remains
unchanged at one notch below the corporate family rating. The all
first-lien bank debt structure, which supports likelihood of
better-than-average creditor recovery in a stress scenario, drives
the PDR down-notch.

The stable rating outlook reflects a good liquidity profile and
anticipated improvement in credit metrics. A good revolver
borrowing availability level, expectation of continued covenant
headroom cushion and likelihood that cash flow from operations
should exceed near-term capital spending and debt maturities.

Positive rating pressure, not currently anticipated, would develop
with an expanded revenue base, sustained debt to EBITDA at 3x, and
EBIT to interest approaching 3x. Downward rating pressure would
develop should credit metrics not show the expected improvement,
with debt to EBITDA continuing above 4x and EBIT to interest below
2x. (All metrics are on a Moody's adjusted basis.)

The principal methodology used in rating Advanced Disposal
Services, Inc. was the Solid Waste Management Industry
Methodology, published February 2010. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Advanced Disposal Services, Inc., headquartered in Jacksonville,
Florida, provides nonhazardous solid waste collection, recycling,
transfer and disposal services in the southeastern United States.
Revenues for the last twelve months ended March 31, 2011 were
about $330 million.


AES THAMES: Court Extends Time to Decide on Leases Until Aug. 30
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of AES Thames,
LLC, the deadline to assume or reject the unexpired leases of
nonresidential real property by 90 days or until Aug. 30, 2011.

The assumption/rejection period was set to expire on June 1, 2011.

The Debtor was unable to determine whether the lease with Smurfit-
Stone Container Corporation should be assumed or rejected until
negotiations with key parties progress.  The Debtor and Smurfit
are parties to that certain ground lease between Stone Connecticut
Paperboard Corporation, Ground Lessor, and AES Thamse, Inc.,
Ground Lessee, executed Nov. 25, 1986.

The Debtor said, "The lease is an important asset of the estate as
it leases the property upon which the Debtor's power plant is
located."  The Debtor has been addressing certain matters relating
to the bankruptcy filing, including the filing of its schedules of
assets and liabilities and statement of financial affairs and the
use of assets that may constitute cash collateral.  The Debtor has
remained current on its obligations under the lease.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.  Adam G. Landis, Esq., Kerri
K. Mumford, Esq., and Landon Ellis, Esq., at Landis Rath & Cobb
LLP, serve as the Debtor's bankruptcy counsel.  According to court
filings, based on the balance sheet as of Dec. 1, 2010, total
assets were $162 million, and the Debtor has $52 million in short
term liabilities and $122.6 million in long term debt.


AES THAMES: Taps Charles River as Regulatory Consultant
-------------------------------------------------------
AES Thames, LLC, asks for authorization from the U.S. Bankruptcy
Court for the District of Delaware to engage Charles River
Associates as regulatory consultant, nunc pro tunc to the date of
the engagement letter by and between the Debtor and CRA dated
May 12, 2011.

The Debtor requires CRA's advice and expertise in electricity
markets and regulatory compliance.

The hourly rates of CRA's personnel are:

         Support Staff                          $150-$160
         Analysts                               $225-$280
         Associates                             $230-$405
         Consulting Associates                  $265-$410
         Senior Associates                      $300-$450
         Associate Principals                   $380-$530
         Principals                             $415-$670
         Vice Presidents                        $465-$700

The Debtor and CRA have agreed to cap CRA's monthly fee at
$10,000, unless the Debtor provides written authority to exceed
this amount.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.  Adam G. Landis, Esq., Kerri
K. Mumford, Esq., and Landon Ellis, Esq., at Landis Rath & Cobb
LLP, serve as the Debtor's bankruptcy counsel.  According to court
filings, based on the balance sheet as of Dec. 1, 2010, total
assets were $162 million, and the Debtor has $52 million in short
term liabilities and $122.6 million in long term debt.


ALLEN STOCK: Files for Chapter 7 in Minneapolis
-----------------------------------------------
The Star Tribune reports that Allen Louis Stock and Lisa Lovlien
Stock, as surety for Caymeg Corp., doing business as Sylvan
Wright County, in 3320 Walnut Grove Lane, Minneapolis, filed for
Chapter 7 bankruptcy (Case No. 11-43352) on May 11.  The Stocks
disclosed assets of $512,421 and liabilities of $723,080.


AMBASSADORS INT'L: Anschutz Unit Wins Auction With $39M Offer
-------------------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that a subsidiary of
billionaire Philip Anschutz's holdings company on Tuesday won
Ambassadors International Inc.'s assets in a bankruptcy auction
for $39 million.

Law360 says the unit of The Anschutz Corp., TAC Cruise LLC, won
Ambassadors' assets, along with certain liabilities, after a two-
day auction that started Monday with a cash offer, according to a
notice filed in Delaware bankruptcy court.

U.S. Bankruptcy Judge Kevin Gross will hold a hearing Wednesday
for approval of the sale, the report notes.

                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.


ARIZONA GOLF: Council Mulls Exit Deal, Looks for New Manager
------------------------------------------------------------
The Arizona Republic reports that the city of Phoenix will start
looking for a new company to run Papago Golf Course as it plans to
sever ties with the current manager.  The city counsel is set to
consider a settlement agreement with the Arizona Golf Foundation
that would remove the non-profit's management arm from running the
course and require the group to halt bankruptcy proceedings.
Neither party will pay for the walk-away settlement.  The city is
mulling on moving on with restoring the course and rebuilding the
clubhouse torn down in 2008.

                       About AGA Management

AGA Management, LLC, was engaged by the city of Phoenix in
December 2007 to restore, renovate, and manage the Papago Golf
Course, located at 5595 E. Moreland Street, in Phoenix, Arizona.
To fund this restoration, renovation, and operation, AGA loaned
$9,850,000 from Industrial Development Authority of the city of
Phoenix through the issuance of Community Development Revenue
Bonds.  AGA Management stopped making payments on the loan around
June 2010.

AGA Management filed for Chapter 11 protection (Bankr. D. Ariz.
Case No. 10-34580) on Oct. 27, 2010, listing under $500,000 in
assets and between $1 million and $10 million in debts.

John J. Hebert, Esq. -- jhebert@polsinelli.com -- at Polsinelli
Shughart, P.C., represents AGA Management.  Brian Sirower, Esq. --
brian.sirower@quarles.com -- at Quarles & Brady LLP, argues on
behalf of Compass Bank.  Madeleine C. Wanslee, Esq. --
mwanslee@gustlaw.com -- at Gust Rosenfeld, P.L.C., is the attorney
for the city of Phoenix.


ASARCO LLC: Asbestos Trust Files Report for 2010
------------------------------------------------
Hon. Alfred M. Wolin, Ret., David F. Levi and Charles A.
Koppelman delivered to the U.S. Bankruptcy Court for the Southern
District of Texas an annual report of the ASARCO Asbestos
Personal Injury Settlement Trust for the fiscal year ended
December 31, 2010.

Messrs. Wolin, Levi and Koppelman serve as trustees of the
Asbestos PI Trust.

The Annual Report includes financial statements and results of
operations of the Asbestos Trust for the reporting period as well
compensation of the Asbestos Trustees for the same reporting
period.

              ASBESTOS TRUST FINANCIAL STATEMENTS

       ASARCO Asbestos Personal Injury Settlement Trust
                  Special-Purpose Balance Sheet
                     As of December 31, 2010

                            ASSETS

ASSETS:
  Cash and cash equivalents:
  CitiBank                                          $55,945,554
  U.S. Trust                                         19,019,107
                                                   ------------
  Total cash and cash equivalents                    74,964,661

Investments:
  CitiBank:
     Investments                                    418,620,742
     Accrued income                                   3,364,957
  U.S. Trust:
     Investments                                    460,124,856
     Accrued income                                   4,128,128
                                                   ------------
  Total investments                                 886,238,683

Other assets:
  Prepaid assets                                        145,328
                                                   ------------
TOTAL ASSETS                                        $961,348,672

           LIABILITIES AND NET CLAIMANTS' EQUITY
LIABILITIES:
  Accounts payable                                     $172,004
  Federal income tax payable                          2,215,712
                                                   ------------
TOTAL LIABILITIES                                      2,387,716

NET CLAIMANTS' EQUITY:
  Trust corpus                                      958,960,956
                                                   ------------
TOTAL LIABILITIES AND NET CLAIMANTS' EQUITY         $961,348,672
                                                   ============


       ASARCO Asbestos Personal Injury Settlement Trust
        Statement of Changes in Assets and Liabilities
                  Year Ended December 31, 2010

ADDITIONS:
Contributions:
  Insurance and settlements                            $399,563

Investment income, net
  Interest and dividends income                      19,391,620
  Investment advisory fees                           (1,437,618)
  Realized gain on sale of securities, net              847,868
  Unrealized gain on sale of securities, net         14,559,808
                                                   ------------
  Total investment income, net                       33,361,678
                                                   ------------
TOTAL ADDITIONS                                       33,761,241

DEDUCTIONS:
Claims settled                                        15,039,624
General and administrative:
  Trustees                                              687,745
  Claims processing fess                                359,347
  Insurance                                             164,614
  Accounting                                             19,031
  Other                                                  20,469
Professional fees:
  Trust professional fees:
     Trust general counsel                            1,055,676
     Trust insurance, special/local counsel             372,948
     Trust consultant fees                              251,383
  Future claims representative fees                      50,311
  FCR's professional fees and expenses                   52,063
  TAC attorney fees and expenses                        104,805
Federal income tax                                     2,540,712
                                                   ------------
                                                     20,718,728
                                                   ------------
NET INCREASE IN TRUST CORPUS                          13,042,513
TRUST CORPUS - beginning                             945,918,443
                                                   ------------
TRUST CORPUS - ending                               $958,960,956
                                                   ============


       ASARCO Asbestos Personal Injury Settlement Trust
            Special-Purpose Statement of Cash Flows
                 Year Ended December 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in trust equity                         $13,042,513
Adjustments to reconcile net increase to net
  trust corpus from operating activities:
  Realized gain on sale of securities, net             (847,868)
  Unrealized gain on investments, net               (14,559,808)
  Decrease in:
     Prepaid assets                                      10,414
  Increase in:
     Accounts receivable                                 49,504
     Federal income taxes payable                     1,889,712
                                                   ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES               (415,533)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of investments                 172,474,715
  Purchases of investments                       (1,035,812,637)
  Increase in interest receivable on investments     (7,493,085)
  Repayment of note receivable                      280,000,000
                                                   ------------
NET CASH USED BY INVESTING ACTIVITIES               (590,831,007)
                                                   ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS           (591,246,540)
                                                   ------------
CASH AND CASH EQUIVALENTS - beginning                666,211,201
                                                   ------------
CASH AND CASH EQUIVALENTS - ending                   $74,964,661
                                                   ============

The Trustees certify that they have performed pursuant to and in
compliance with the Confirmed ASARCO Chapter 11 Plan, the
Confirmation Order, the Asbestos PI Trust Agreement, the Trust
Distribution Procedures, other Plan Documents and Bankruptcy
Court orders pertaining to the operation of the Asbestos Trust
during the fiscal year ended December 2010.

To address the substantial asbestos-related liabilities of the
Debtors, the Confirmed Plan established the Asbestos Trust in
accordance with the Trust Agreement.  On the December 9, 2009
Effective Date of the Confirmed Plan, the Asbestos Trust was
created and funded with over $900 million in assets, including
more than $650 million in cash plus a $280 million secured note
from Reorganized ASARCO LLC.  In addition, the Asbestos Trust
received $27.5 million to fund its operating expenses.

Under the Trust Agreement, the Trust Advisory Committee
represents the holders of present Asbestos Personal Injury
Claims, and the Future Claims Representative represents the
holders of future Asbestos Personal Injury Claims.

The Asbestos Trust, through its claims processing facility --
Verus Claims Services, LLC -- began accepting unliquidated
Asbestos Personal Injury Claims in July 2010 but, with the
consent of the TAC and the FCR, deferred the processing and
payment of those claims until the Asbestos Trust completes its
investigation and analysis into the CAPCO and LAQ sales records.
Specifically, about 70,145 unliquidated Asbestos Personal Injury
Claims were filed with the Asbestos Trust in 2010:

  Disease Level                                No. of Claims
  -------------                                -------------
  Other Asbestos Disease (Level I)                     795
  Non-malignant Asbestos Disease (Level II)         32,040
  Non-malignant Asbestos Disease (Level III)        21,269
  Severe Asbestosis (Level IV)                         541
  Other Cancer (Level V)                             2,650
  Lung Cancer 2 (Level VI)                           2,405
  Lung Cancer 1 (Level VII)                          6,216
  Mesothelioma (Level VIII)                          4,064
  Unknown                                              165
                                                ------------
                      Grand Total                   70,145

The Trustees estimate that the future liability of the Asbestos
Trust for Asbestos Personal Injury Claims is approximately $3.716
billion in 2011, using a 4% discount rate.

During 2010, the value of the Trust corpus increased by
$13,042,513, from $945,918,443 as of January 1, 2010, to
$958,960,956 as of December 31, 2010.  As of December 31, 2010,
the Asbestos Trust has not made any payments on account of
unliquidated Asbestos Personal Injury Claims, nor has the
Asbestos Trust resolved any Asbestos Personal Injury Claims by
individual review, by alternative dispute resolution procedures,
or by trial.

A full-text copy of the Asbestos Trust 2010 Annual Report is
available for free at:

  http://bankrupt.com/misc/ASARCO_AsbestosAnnualRep_Dec10.pdf

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: Plan Admin. Claims Objection Deadline Extended
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended the time by which Mark A. Roberts of Alvarez and Marsal
North America LLC, the Reorganized Asarco's Plan Administrator,
can file objections to claims pursuant to Section 14.2 of the
Confirmed Plan of Reorganization and Rule 9006(b)(1)(1) of the
Federal Rules of Bankruptcy Procedure.

Judge Schmidt extended the Claims Objection Deadline, except only
with respect to the Colorado School of Mines Claim, to and
including the date upon which the Plan Administrator files a
motion requesting entry of an order and final decree closing the
ASARCO LLC Bankruptcy Case, with no change effected to Section
14.2(b) of the Plan.

The Court's order is without prejudice to the right of either the
Plan Administrator or Reorganized ASARCO to seek further
extensions of the deadline to object to Claims under Section 14.2
of the Plan and Bankruptcy Rule 9006(b).

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: Plan Admin. in Disputes With CSM on Mediation Issue
---------------------------------------------------------------
The Asarco Plan Administrator is asking the Bankruptcy Court to
compel the Colorado School of Mines to produce certain documents
that he has previously requested consisting of several categories
of responsive non-privileged documents associated with Claim No.
18309.

Prior to that, the Colorado School of Mines asked the Bankruptcy
Court for a protective order to prevent discovery of settlement-
related information with regard to the Asarco LLC Plan
Administrator's objection to its Claim No. 18309.  The Plan
Administrator objected to the request.

         CSM: Motion to Compel is not Supported by Law

The Colorado School of Mines asks Judge Schmidt to deny the
ASARCO LLC Plan Administrator's Motion to Compel production of
documents.  The Plan Administrator's request is not supported by
the law or the facts of the case, CSM asserts.

Asimakis (Maki) D. Iatridis, Esq., at Berg Hill Greenleaf &
Ruscitti LLP, in Boulder, Colorado, contends that the Plan
Administrator failed to meet the burden of showing that the
materials and information sought are relevant to the action or
will lead to the discovery of admissible evidence.  Specifically,
the Motion to Compel does not provide any analysis of how the
request for production of documents will lead to admissible
evidence, he points out.

      Plan Administrator: No CSM Settlement Was Executed

The Plan Administrator has asked the Court to deem Rule 7068 of
the Federal Rules of Bankruptcy Procedure applicable to the
contested matter between him and CSM relating to Claim No. 18309.
In support of his request, the Plan Administrator argues that
CSM's objection to the "Motion to Deem" offers only inapplicable
case law and several inappropriate and misleading allegations.

CSM's continuing references to an alleged settlement agreement
between CSM and the debtor in the fall of 2009 willfully violate
Rule 408 of the Federal Rules of Evidence, Dion W. Hayes, Esq.,
at McGuirewoods LLP, in Richmond, Virginia, contends.  He asserts
that neither Reorganized ASARCO nor the Plan Administrator was a
party to any estimation proceedings or alleged settlement
negotiations and, thus, neither is bound by any aborted,
unexecuted settlement.  He further explains that there is no pre-
Effective Date settlement agreement, and no agreement was ever
executed by the parties or approved by the Bankruptcy Court.

After engaging in a lengthy, yet generally inaccurate, recounting
regarding certain litigation matters to date, CSM, on its
objection to the Motion to Deem, made conclusions with the
ridiculous assertion that once the Plan Administrator gains
knowledge of the complex facts, he will be in a position to make
a realistic settlement offer and to evaluate offers from CSM, Mr.
Hayes points out.  "CSM's argument is flatly contradicted by the
documents reviewed by the Plan Administrator to date," Mr. Hayes
asserts.

           Plan Administrator: CSM's Proposed Orders
                      Contain Misstatements

On behalf of the Plan Administrator, Joseph S. Sheerin, Esq., at
McGuirewoods LLP, in Baltimore, Maryland --
jsheerin@mcguirewoods.com -- informed Judge Schmidt through a
letter that despite not having requested and not receiving
permission to do so at the May 6, 2011 hearing on the Motion to
Deem, CSM submitted two proposed orders for the "Motion to Deem"
along with a cover letter that contains material misstatements
and additional arguments to which the Plan Administrator must
respond.

CSM, Mr. Sheerin contends, cited no authority for its citation in
the Cover Letter that "the parties have agreed to mandatory
mediation prior to trial."  Mr. Sheerin clarifies that the Plan
Administrator indicated that mediation may be appropriate with
respect to the CSM matter at sometime in the future, but it never
entered into any agreement regarding any mandatory mediation.

In the Cover Letter, CSM asked for an alternative relief for the
first time -- that the Plan Administrator should re-file the
"Motion to Deem" after the close of discovery and completion of
mediation based on the facts at that time.  "[T]hat request is
non-sensical and the functional equivalent of denying the relief
altogether," Mr. Sheerin argues.

Mr. Sheerin further contends that the untimely proposal for the
refiling of the Motion to Deem is inconsistent with a Texas
court's approach in In re Mirant Corp., Case No. 03-46590 (Lynn,
J.), a case that the Plan Administrator discussed at length in
the Motion to Deem and at the hearing.  Mr. Sheerin points out
that notwithstanding the objection of the affected governmental
claimant, the Mirant court authorized application of Rule 7068
within 15 days after filing of the motion asking that relief, and
not after the several months of additional delay proposed by CSM.

Hence, the Plan Administrator asks Judge Schmidt to enter one of
the two orders he proposed for the Motion to Deem and ignore
CSM's proposed orders.

CSM's proposed orders contain misstatements of fact and would not
serve to encourage settlement in the dispute, the Plan
Administrator reiterates.

               CSM Elaborates on Proposed Orders

Richard E. Lotz, Esq., Assistant Attorney General, in Denver,
Colorado, wrote to Judge Schmidt to explain the basis for his
statement in the CSM proposed orders.

Mr. Lotz relates that on February 25, 2011, he talked with the
Plan Administrator's counsel, Donald D. Anderson, Esq., at
McGuirewoods LLP, in Richmond, Virginia --
ddanderson@mcguirewoods.com -- regarding the draft of the
proposed orders and asked if the Plan Administrator and his
counsel would agree to mediation prior to trial.  According to
Mr. Lotz, Mr. Anderson said Judge Schmidt would probably require
it and that he was agreeable to the provision.

Mr. Lotz tells Judge Schmidt that the revised draft was submitted
to Mr. Anderson, with a copy to Mr. Sheerin, with a note that Mr.
Lotz added a provision for mediation as per the February 25
correspondence.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: Seeks Summary Judgement on Sterlite Plea for Payments
-----------------------------------------------------------------
Reorganized ASARCO LLC asks the Court for a summary judgment
regarding the application of Sterlite (USA), Inc., and Sterlite
Industries (India) Ltd. for substantial contribution in ASARCO's
bankruptcy case.

Ralph D. McBride, Esq., at Bracewell & Giuliani LLP, Houston,
Texas -- ralph.mcbride@bgllp.com -- asserts that Sterlite's
participation in the ASARCO bankruptcy was driven by Sterlite's
business objective to obtain copper mining assets in the United
States.

By its application, Sterlite sought relief on the notion that it
made a substantial contribution under Section 503(b)(3)(D) of the
Bankruptcy Code.  Moreover, to make a claim, Sterlite purchased a
nominal amount of bond claims -- after it lost the plan
confirmation battle -- in order to try and manufacture "creditor"
status to pursue its application, Mr. McBride argues.

Mr. McBride contends that as a matter of law, Sterlite is not a
creditor for the purpose of being eligible for an award of
substantial contribution, and the relief it seeks is not proper
relief for a substantial contribution claimant.

Mr. McBride further asserts that Sterlite made no "substantial
contribution" to ASARCO's bankruptcy; instead Sterlite's breach
of the original purchase and sale agreement significantly
retarded the progress being made in, and extended the life of,
the bankruptcy proceedings.  Undisputedly, he emphasizes, time
and money was wasted as a direct result of Sterlite's actions and
hence, its application for substantial contribution should be
denied.

A hearing will be held on June 1, 2011, to consider ASARCO's
request for summary judgment against Sterlite.  A pre-trial
hearing will be held on the same day for Sterlite's application.
The pre-trial hearing was previously set for May 25, 2011.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATLANTIC BROADCASTING: Schaffer Suit Remanded to State Court
------------------------------------------------------------
Kenneth R. Schaffer, Jr., v. Atlantic Broadcasting of Lindwood NJ
Limited Liability Company and Brett Defano, Civil No. 10-5449 (D.
N.J.), arises out of the alleged fraudulent sale of an ownership
interest in a privately-held company.  Before the Court is the
motion to remand filed by Plaintiff Kenneth R. Schaffer, Jr.  The
Complaint alleges violations of the New Jersey Uniform Securities
Law, N.J. Stat. Ann. 49:3-47 to 49:3-76, the Securities and
Exchange Act of 1934, 15 U.S.C. Sec. 78(a) et seq., and the New
Jersey Consumer Fraud Act, N.J. Stat. Ann. 56:8-1 et seq.  The
Complaint also alleges state law claims of breach of contract and
breach of the implied covenant of good faith and fair dealing.
The Plaintiff filed an amended complaint on Jan. 22, 2010.  The
Amended Complaint includes all of the state law claims in the
Complaint, but does not allege a claim under the Securities Act.
The Plaintiff argues that because the Amended Complaint alleges
only state law claims, the Court should decline to exercise
jurisdiction over this matter.  The Plaintiff seeks to remand the
case to the Superior Court of New Jersey.  The Plaintiff's motion
to remand is granted.  A copy of District Judge Robert B. Kugler's
May 17, 2011 Opinion is available at http://is.gd/VX8V7Lfrom
Leagle.com.

Atlantic Broadcasting of Linwood NJ Limited Liability Company
filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 10-49149)
on Dec. 20, 2010.


BALDWIN TECHNOLOGY: Gets Waiver from BofA, Set for Refinancing
--------------------------------------------------------------
Baldwin Technology Company, Inc. has negotiated an amendment and
waiver to its credit facility with Bank of America.

Vice President and Chief Financial Officer Ivan R. Habibe said,
"We are pleased to have worked with our lending partners to reach
this mutually satisfactory agreement.  We have jointly established
new appropriate covenant targets extending through the remainder
of the term of the credit facility."

Baldwin President and CEO Mark Becker added, "We were able to
demonstrate to our lenders that Baldwin is on track to
successfully refinance its existing credit facility prior to its
maturity in November.  The combination of recent changes in our
global organization structure, restructuring steps already taken
and continued improvements in our order trends bodes well for
Baldwin's future with a much improved business model."

The Company will include the Waiver and Amendment as an exhibit to
its Form 10-Q for the third quarter, which it plans to complete
and file no later than May 23, 2011.

                     About Baldwin Technology

Baldwin Technology Company, Inc. -- http://www.baldwintech.com/--
is an international supplier of process automation equipment for
the printing and publishing industries.  Baldwin offers its
customers a broad range of market-leading technologies, products
and systems that enhance the quality of printed products and
improve the economic and environmental efficiency of printing
presses.  Headquartered in Shelton, Connecticut, the company has
operations strategically located in the major print markets and
distributes its products via a global sales and service
infrastructure.  Baldwin's technology and products include
cleaning systems, fluid management and ink control systems, web
press protection systems and drying systems and the related
consumables.


BANKUNITED FINANCIAL: Has OK for Structured Capital as Advisor
--------------------------------------------------------------
BankUnited Financial Corporation and its debtor affiliates
received authority from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Structured Capital Solutions as
investment advisor.

As reported by the Troubled Company Reported on Nov. 25, 2010,
BUFC filed a Chapter 11 plan on Nov. 22, 2010, that contemplates
an equity investment transaction by an investor.  While the
Debtors continue to negotiate with potential investors, SCS has
made a proposal to bring a potential Transaction counter-party to
the Debtors and assist in structuring and advising on the
Transaction, in exchange for payment of (a) a contingent fee equal
to 15% of all amounts distributed to all holders of allowed
prepetition claims against BUFC in respect of securities issued to
those BUFC Creditors in a Transaction as and when amounts are
distributed on any of those securities, plus (b) an advance
payment of $5,000 per calendar quarter, for four calendar quarters
through Dec. 31, 2011, for reimbursement of documented reasonable
out-of-pocket travel and hotel expenses incurred for travel from
New York City in connection with the Transaction.

As investment advisor, SCS will:

   (a) introduce BUFC to potential counterparties for a potential
       equity investment transaction;

   (b) work with BUFC and its advisors in developing a proposed
       structure for any potential Transaction with an SCS
       Counterparty; and

   (c) work with BUFC in connection with preparation of
       documentation related to a potential Transaction.

SCS's fee is entirely contingent and would be payable over the
life of an investment transaction, only in the event the Debtors
close a transaction with an SCS Counterparty under a confirmation
Chapter 11 plan on or before Dec. 31, 2011.

Mark McTigue, a managing director of Structured Capital Solutions,
LLC, assures the Court that his firm is a "disinterested party" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors' estates.

                   About BankUnited Financial

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

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

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

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


BARNES BAY: Judge to OK Bidding Protocol for Anguilla Resort
------------------------------------------------------------
Peg Brickley, writing for Dow Jones Daily Bankruptcy Review,
reports that Barnes Bay Development Ltd. will put Viceroy Anguilla
Resort and Residences up for public auction on July 27.

DBR reports that Judge Peter Walsh said he would sign off on rules
for the bidding Thursday.  Approving the controversial sale plan
is another thing, the judge said, adding that objections creditors
voiced Thursday will be weighed when the results of the auction
are presented for approval

According to DBR, Barnes Bay says it's going to conduct an open
public auction with a $250,000 deposit as the only price of
admission.  DBR says that is an improvement over many bankruptcy
auctions, where companies and creditors screen bidders in advance
and bar those they deem "unqualified" to compete.

DBR notes creditors have objected to the proposed sale, saying the
auction is a setup designed to deliver the resort to Starwood
Capital Group, free and clear of claims from those who put up more
than $50 million in deposits to buy luxury residences that weren't
ready in time.  Creditors sought changes in the bid rules that
allow them to challenge Starwood's right to credit bid, or bid
with debt instead of cash.

Nearly complete, the Viceroy Anguilla cost more than $500 million
to build, court papers say.  Starwood paid a $117 million to $122
million for Barnes Bay's secured debt, and is poised to bid the
face amount of the debt, $327.5 million, instead of cash, at the
auction.

DBR further relates that Judge Walsh granted those buyers the
right to turn to the Anguillan courts immediately for help.  He
lifted the automatic stay that shields Barnes Bay from hostile
legal action to permit the buyers that objected to the bid rules
to go to the island's courts "and seek a declaratory judgment or
whatever relief they are entitled to under Anguilla law."  If the
Anguillan courts rule that the buyer's claims are "prior to
Starwood's, then so be it," Judge Walsh said.

DBR considered the ruling "unusual".

                         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.


BBB ACQUISITION: Hearing on Case Conversion Plea Reset to June 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming has
rescheduled to June 1, 2011, at 1:30 p.m., the hearing to consider
the U.S. Trustee's request to convert BB Acquisition, LLC's
Chapter 11 case to one under the Chapter 7 of the Bankruptcy Code.

The hearing was previously scheduled for May 25, at 1:30 p.m.

BBB Acquisition, LLC, in Cincinnati, Ohio, filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010,
represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com --
and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber
Johnson & Lyons LLP in Denver, Colorado.  The Debtor disclosed
$57,239,218 in assets and $35,613,501 in liabilities.


BBB ACQUISITION: Wants Trustee's Motion to Convert Case Denied
--------------------------------------------------------------
BBB Acquisition, LLC, asks the U.S. Bankruptcy Court for the
District of Wyoming to deny the motion of the U.S. Trustee for
Region 19 to convert its case to one under Chapter 7 of the
Bankruptcy Code.

The Debtor asserts that due process has not been satisfied with
the U.S. Trustee's request based on his failure to provide
adequate and proper notice of the motion to convert to creditors
and interested parties.

BBB Acquisition, LLC, in Cincinnati, Ohio, filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010,
represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com --
and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber
Johnson & Lyons LLP in Denver, Colorado.  The Debtor disclosed
$57,239,218 in assets and $35,613,501 in liabilities.


BBB ACQUISITION: Has Until July 20 to Solicit Acceptances to Plan
-----------------------------------------------------------------
The Hon. Peter J. McNiff of the U.S. Bankruptcy Court for the
District of Wyoming extended BBB Acquisition, LLC's exclusive
period to solicit acceptances for the proposed plan of
reorganization until July 20, 2011.

As reported in the Troubled Company Reporter on April 25, the
Debtor needs further extension of its exclusive plan solicitation
period to allow it to submit evidence at the Disclosure Statement
Hearing demonstrating that its Plan provides adequate information
under Section 1125 of the Bankruptcy Code.  Further extension will
also allow the Debtor sufficient time to move its Plan to a
confirmation hearing.

The TCR reported on Jan. 20, the Bankruptcy Court denied, without
prejudice, the disclosure statement explaining BBB Acquisition's
Plan, citing areas that are insufficient.

The Debtor on March 1 amended the disclosure statement explaining
its Plan of Reorganization.  The Plan was filed Nov. 22, 2010.
Under the original Plan, Reorganized BBB will be responsible for
administering the Plan and making distributions to the remaining
creditors.  Reorganized BBB will also continue the operation of
its business in the same fashion as it did prior to the Petition
Date.  The members making up to the Class 7 equity interests in
the Debtor will retain their ownership interest.

Creditors holdings allowed unsecured claims -- under Class 6 --
will receive their pro rata share of distributions on a quarterly
basis from the creditor fund after payment of allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim until
paid in full, plus simple interest at the rate of 4% per annum,
calculated from the Petition Date.  Payment of allowed Class 6
Claims will be made from funds generated from the sale of real
estate within the Bar-B-Bar Ranch in Teton County, Wyoming.

Holders of unsecured claims classified as convenience claims --
under Class 5 -- will be paid in full on the distribution date.
Holders of Class 5 claims will receive cash in an amount equal to
their allowed claim, without interest, not exceeding $2,500 on the
distribution date.

A copy of the Disclosure Statement dated Nov. 22 is available for
free at http://bankrupt.com/misc/BBBAcquisition_DS.pdf

                    About BBB Acquisition, LLC

BBB Acquisition, LLC, in Cincinnati, Ohio, filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010,
represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com --
and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber
Johnson & Lyons LLP in Denver, Colorado.  The Debtor disclosed
$57,239,218 in assets and $35,613,501 in liabilities.


BEVERLY HILLS SUITES: Working on Plan for Bradley Hotel
-------------------------------------------------------
Greg Bordonaro, writing for the Hartford Business Journal Online,
reports that an attorney for Beverly Hills Suites LLC said the
company is working on an reorganization plan that it hopes to
present to the court within 90 days.  "We expect to successfully
reorganize," New Haven attorney Peter L. Ressler, Esq., said.

Beverly Hills Suites, LLC, operator of the 165-room Bradley Hotel
in Windsor Locks, Connecticut, filed a Chapter 11 petition (Bankr.
D. Conn. Case No. 11-21441) on May 13, 2011.  Peter L. Ressler,
Esq., at Groob Ressler & Mulqueen, in New Haven, Connecticut,
serves as counsel to the Debtor.  The Debtor estimated under
$50,000 in assets and $1 million to $10 million in debts as of the
Chapter 11 filing.


BIEDERMANN MANUFACTURING: Owner Loses RecZone to Foreclosure
------------------------------------------------------------
David Bracken at The (Raleigh, N.C.) News & Observer reports that
RecZone, the Raleigh ice rink where the Carolina Hurricanes
practice, has been foreclosed upon and could close its doors as
early as next month.

BB&T Bank recently took back the property, said John Biedermann,
whose family had owned the facility since 2000.  "We're supposed
to be out of there by June 15," he said.  "By June 15, they're
going to decide whether there's ice in there or not."

Mr. Biedermann said the foreclosure was caused by financial
problems incurred by his other business, Biedermann Manufacturing
Industries, which sought bankruptcy protection in November.

                  About Biedermann Manufacturing

Based in Raleigh, North Carolina, Biedermann Manufacturing
Industries, Inc., is a Connecticut corporation engaged since 1983
in the manufacturing of precision screw machine products.  The
Debtor operates in Thomaston, Connecticut; Raleigh, North
Carolina; and Westminister, South Carolina.  The Debtor sells its
products to equipment manufacturers throughout the United States
and internationally.

Biedermann filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 10-09207) on Nov. 8, 2010, represented by John A. Northen,
Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP.  In its
petition, the Debtor disclosed $1,071,393 in assets and $3,453,126
in debts.


BLOCKBUSTER INC: McMillan Law Firm Fights Icahn's Sanctions Bid
---------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the McMillan Law
Firm APC said Monday that it should not be sanctioned for bringing
a Blockbuster Inc. bondholder's short-lived adversary suit
accusing ex-Blockbuster board member Carl Icahn of making shady
maneuvers to obtain senior debt in the Company.

Icahn's sanctions bid against the firm and bondholder Lyme Regis
Partners LLC should be denied, the law firm argued, because
attorney Scott A. McMillan fulfilled his obligation to carefully
review and consider the merits of Lyme Regis' complaint before he
filed it, Law360 relates.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BLUEKNIGHT ENERGY: Amends Global Transaction Agreement
------------------------------------------------------
Blueknight Energy Partners, L.P., has entered into a First
Amendment to Global Transaction Agreement pursuant to which
certain transactions contemplated by the Global Transaction
Agreement entered into in October 2010 have been modified.

"After several months of discussions with a group of large
unitholders, the board agreed to certain modifications to the
Global Transaction Agreement which we believe, on the whole,
accrue to the benefit of our public Common Unitholders.  Vitol and
Charlesbank agreed to these modifications, including higher
distribution levels for the common unitholders than originally
anticipated by the Global Transaction Agreement, with the
expectation of securing the common unitholders' vote in favor of
certain amendments to the Partnership Agreement," commented James
Dyer, chief executive officer and director of the Partnership's
general partner.  "The modified refinancing transactions, if
approved, when combined with the recently announced proposed
settlement of the securities class action litigation and the
relisting of the Partnership's common units on NASDAQ, will
simplify the Partnership's capital structure, facilitate the
ability of the Partnership to take advantage of growth
opportunities, and allow us to continue the focus on building
unitholder value."

The Global Transaction Agreement entered into in October, 2010
contemplated a series of transactions related to the refinancing
of the Partnership's debt and the recapitalization of the
Partnership's securities. Generally, these transactions were
separated into three types of transactions: (i) Phase I
Transactions, (ii) Unitholder Vote Transactions, and (iii) Phase
II Transactions. The Phase I Transactions were completed on
Oct. 25, 2010.  The Amendment modifies the Unitholder Vote
Transactions and the Phase II Transactions contemplated in the
Global Transaction Agreement.

The Partnership's general partner's Board of Directors approved
the Amendment based on a recommendation from its Conflicts
Committee, which consists entirely of independent directors.  The
Conflicts Committee retained independent legal and financial
advisors to assist it in evaluating the Amendment.  The Committee
considered a number of factors, including an opinion from the
Conflicts Committee's independent financial advisor that the
Unitholder Vote Transactions and the Phase II Transactions
effected pursuant to the Global Transaction Agreement as amended
by the Amendment are fair, in aggregate, from a financial point of
view, to the public unaffiliated common unitholders of the
Partnership.

The Partnership's general partner has agreed to convene a special
meeting of holders of the Partnership's Common Units to consider
and vote upon the following Unitholder Proposals:

   * Distributions to Common Unitholders: amend the Partnership's
     partnership agreement to reset (i) the Minimum Quarterly
     Distribution to $0.11 per unit per quarter, (ii) the First
     Target Distribution to $0.1265 per unit per quarter, (iii)
     the Second Target Distribution to $0.1375 per unit per
     quarter and (iv) the Third Target Distribution to $0.1825 per
     unit per quarter, each effective as of the first day of the
     quarter during which the unitholders approve the Unitholder
     Proposals;

   * Cancel Subordinated Units: amend the partnership agreement to
     cancel all of the Partnership's outstanding subordinated
     units;

   * Eliminate Arrearages: waive the Cumulative Common Unit
     Arrearage due and owing through and including the quarter
     during which the unitholders approve the Unitholder
     Proposals;

   * Two-years before General Partner can receive Incentive
     Distributions: amend the partnership agreement to provide
     that no distributions of Operating Surplus will accrue or be
     paid to the holders of the Incentive Distribution Rights
     during the two-year period beginning with the quarter in
     which the Unitholder Proposals are approved;

   * Corporate Governance: amend the partnership agreement to
     provide that during the period beginning on the date the
     Unitholder Proposals are approved until June 30, 2015, the
     Partnership will not issue any senior equity securities
     except for certain exceptions as set forth in the Amendment;
     and

   * Ability for the Board to Convert Preferred Units to Common
     Units: amend the partnership agreement to provide that in
     addition to the Partnership's current rights to convert the
     Series A Preferred Units into common units, the Series A
     Preferred Units will also be convertible in whole or in part
     at the option of the Partnership at any time on or after
     Oct. 25, 2015, subject to certain price and volume
     requirements as set forth in the Amendment.

The Board and the Conflicts Committee each recommend the public
unitholders approve the Unitholder Proposals.

The Unitholder Proposals must be approved by a majority of the
outstanding common units held by the public.  The Partnership's
Series A Preferred Units are not entitled to vote upon the
Unitholder Proposals.

Upon the approval of the Unitholder Proposals:

   * Vitol and Charlesbank will transfer all of the Partnership's
     outstanding subordinated units to the Partnership and the
     Partnership will cancel such subordinated units, and

   * the Partnership will undertake a $77 million rights offering,
     the proceeds of which will be used to pay for any and all
     expenses relating to conducting the rights offering, redeem
     the Partnership's convertible debentures plus any interest
     payable thereon, and then to repurchase up to a maximum of
     $22 million of preferred units from Vitol and Charlesbank.

A full-text copy of the First Amendment to Global Transaction
Agreement is available for free at http://is.gd/6VLjuK

                      About Blueknight Energy

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

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

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


BORDERS GROUP: Still Trying to Find Buye for All of 400 Stores
--------------------------------------------------------------
Borders Group, Inc. has not yet found a buyer for the entire
chain, according to four people familiar with the matter, Lauren
Coleman-Lochner, Jeffrey McCracken and Tiffany Kary of Bloomberg
News report.

Borders hopes to find a buyer for some or all of the business in
the next few weeks, Bloomberg relays, citing two people.

A May 13, 2011 report from The Wall Street Journal's Mike Spector
and Jeffrey A. Trachtenberg related that people familiar with the
matter said Borders is in discussions with a potential bidder for
more than 225 stores that would keep it operating as a going
concern.

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

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

Sources told the Journal that a soft deadline for potential
Borders bids passed May 6, 2011, but these people said Borders
remains in discussions with a handful of potential suitors.

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

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

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

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

Likewise, Bloomberg comments that the lack of offers for the
whole Borders business "may spell the end" for the bookstore
chain.

"It is not looking great for Borders," voiced Ken Dalton, a
Farmington Hills-based turnaround expert, in an interview with
The Detroit Free Press.  "They are looking for investors because
they are not exactly sure they will make it on their own," the
turnaround expert continued.

Borders spokesperson Mary Davis in e-mailed statement to
Bloomberg maintained, "We are focused on moving forward with the
execution of our business plan.  We are continuing to evaluate
interest in the company as expressed through the ongoing Chapter
11 process."

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, bankruptcy counsel of Borders, also declined to
comment on the matter, Bloomberg adds.

                         *     *     *

Publishers Weekly observes that rumors of Borders selling a piece
of its business were swirling last weekend just days after
Borders CEO Mike Edwards said in a letter to vendors that it had
decided against selling the company, or parts of it, and was
preparing a way to exit from bankruptcy as an intact company.

In earlier reports, Publishers Weekly disclosed that two
companies had made a bid by the May 6 deadline -- one a financier
and the other, a retailer.  Publishers' Weekly was the first to
report on May 11, 2011, that at least one bid was made for
Borders, according to its sources.

At a May 11, 2011 hearing, Judge Glenn Martin of the U.S.
Bankruptcy Court for the Southern District of New York asked for
updates on where things stood in Borders' bankruptcy, Publishers
Weekly relates.  The bankruptcy judge then adjourned the hearing
after returning from a brief meeting with the lawyers "out of ear
shot from those listening on the phone," Publishers Weekly says.

It was speculated that the attorneys were updating the bankruptcy
judge on whether any bids for the company were made on May 6,
Publishers Weekly points out.

In other news, Publishers Weekly notes that posts in the Borders
employee Web site indicated that a new store layout has been
developed.

Borders did not comment on the sale reports or on the
authenticity of the employee posts, according to Publishers
Weekly.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Close to Finalizing Chapter 11 Plan, Says CEO
------------------------------------------------------------
Borders Group, Inc. CEO Mike Edwards disclosed that the bookstore
chain is close to finalizing a reorganization plan,
www.AnnArbor.com's Nathan Bomey related in a May 5, 2011 report.

"We have all the components of the plan done.  What has to be
shored up at this point is a financial sponsor and getting
clarity on what the go-forward publishing terms will be," Mr.
Edwards said of the Chapter 11 plan in a recent interview with
AnnArbor.com.

Mr. Edwards said he confident his company can emerge from
bankruptcy as a viable entity, the report relayed.  The company's
future, however, is hinged on the publishers' willingness to
agree to new terms under which they will continue to ship books
to the company, Mr. Edwards acknowledged in the AnnArbor.com
interview.

Borders will know by the end of June whether publishers will
support the company or not, said Mr. Edwards, according to the
report.

"All I can tell you is that we are here fighting to the end," the
report quoted Mr. Edwards as saying.  "We know we have a business
plan that works, but it requires a lot of support to get there,
and our publishers are going to make or break our ability to
transform this company at the end of the day."

Mr. Edwards apprised AnnArbor.com that Borders has presented an
80-page business plan proposal with new terms to publishers in
the past weeks.

On the risk that Borders will be forced to liquidate its assets
in bankruptcy, Mr. Edwards said he is convinced the company will
be on firm financial ground once it closes unprofitable stores;
gets better lease terms; secures improved terms with vendors; and
boosts its online sales, e-book offerings and in-store product
mix, www.AnnArbor.com stated.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Removal Period Extended Until Sept. 14
-----------------------------------------------------
Judge Martin Glenn extended the time by which Borders Group Inc.
and its affiliates must file notices of removal of civil actions
and proceedings to which they are or may become party to, to the
later of:

  (a) Sept. 14, 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.

The Court's order is without prejudice to any position the
Debtors may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any Civil Action, which will not prejudice
the Debtors' rights under Rule 9027(a)(2)(B) of the Federal Rules
of Bankruptcy Procedure to remove those Civil Actions in the
event that the automatic stay is lifted with respect to the Civil
Actions.

The Court's order does not prejudice the Debtors' rights to seek
further extensions of the Action Removal Period.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes BofA Pact on Compensation Plan
------------------------------------------------------
Borders Group and its affiliates ask the Bankruptcy Court to
approve a stipulation it negotiated with Bank of America, N.A.,
authorizing and directing performance under a trust agreement for
the Debtors' Deferred Compensation Plan.

In August 2001, Borders Group, Inc. and BofA, successor to
Merrill Lynch Trust Company, FSB, as trustee, entered into a
Borders Group, Inc. Non-Qualified Deferred Compensation Plan
Trust Agreement, creating a "rabbi" trust to hold assets
contributed by the Debtors to be used to fund the Debtors'
payment obligations under the Borders Group, Inc. Non-Qualified
Deferred Compensation Plan.  The Trust Agreement governs the
Debtors' and BofA's rights and obligations with respect to
payments from the Trust, which are used to satisfy payment
obligations under the Deferred Compensation Plan.

The Deferred Compensation Plan is a typical non-qualified
deferred compensation plan that permits Plan Participants to
elect to defer payment of a portion of their current wages on a
tax-deferred basis to be distributed in the future as designated
under the plan document.  At the time of deferral, the Debtors
make a contribution to the Trust equal to the amount deferred by
the Plan Participant to insure there are sufficient funds
available to make distributions under the Deferred Compensation
Plan as they become due under the terms of the Deferred
Compensation Plan.

As of the Petition Date, 18 Plan Participants have accounts under
the Deferred Compensation Plan, aggregating approximately
$582,000.  Pursuant to interim and final orders on the Debtors'
Employee Benefits Motion, the Debtors have continued to maintain
and operate the Deferred Compensation Plan and Plan Participants
have continued to defer amounts under the Deferred Compensation
Plan, collectively deferring approximately $26,000.

Some of the Plan Participants are in pay status under the
Deferred Compensation Plan as a result of previously terminating
employment with the Debtors, while others have become entitled
distributions in-service distributions based on prior elections
and the terms of the Deferred Compensation Plan.  BofA has
declined to make distributions under the Trust until it obtains
certain direction, authorization and protections as set forth in
the Parties' Stipulation.

Accordingly, the Parties stipulate that:

  (a) The Debtors and BofA are authorized and directed to
      continue to administer and otherwise perform under the
      Trust Agreement and the Deferred Compensation Plan,
      including, but not limited to, the distribution of funds
      to Plan Participants in the ordinary course or upon plan
      termination pursuant to the Deferred Compensation Plan,
      Section 40A of the Internal Revenue Code, and the Trust
      Agreement.

  (b) The Debtors and BofA are authorized and directed to pay or
      otherwise honor all obligations to Plan Participants
      incurred under or related to the Deferred Compensation
      Plan and Trust Agreement that (i) were or are due and
      payable and relate to the period prior to the Petition
      Date; and (ii) are or become due and payable or relate to
      the period after the Petition Date, in all cases, without
      further order of the Court;

  (c) The Debtors are authorized, but not directed, to pay all
      costs and other obligations owing to BofA in connection
      with the Deferred Compensation Plan and the Trust
      Agreement that may have been outstanding as of the
      Petition Date, and to continue so paying, in the ordinary
      course of business;

  (d) The Trust Agreement, including but not limited to the
      indemnification provisions set forth in the Trust
      Agreement, are approved and enforceable against the
      Debtors' estates.

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

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells Judge Glenn that the Debtors' Motion only
seeks to clarify that BofA can act in accordance with the Final
Benefits Order.  Absent the relief requested in the motion, the
Plan Participants will suffer undue hardship, because amounts
requested from the Deferred Compensation Plan are needed to
enable the Plan Participants to meet their own personal
obligations, he stresses.  Likewise, a delay of any requested
distribution might have a negative effect on the well being and
morale of the Plan Participants and their families, he maintains.

Judge Glenn will consider the Debtors' request on June 2, 2011.
Objections are due no later than May 26.

                        About Borders Group

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

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

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

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

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

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

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

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


BREWERY PROPERTIES: Files for Ch. 11 to Bring Issues in One Forum
-----------------------------------------------------------------
Bethany Bray, staff writer at The Salem News, reports that Ipswich
Ale Brewery's much-delayed plans to relocate to a bigger facility
downtown and open a brew pub have hit another snag after the
owner, Brewery Properties Group, filed for bankruptcy.  The owner
contemplated on moving the brewing operation from 23 Hayward St.
to 2 Soffron Lane but "a number of disagreements have arisen over
issues in delays," according to Michael Goldberg, Esq., Boston-
based lawyer for Brewery Properties.  "The bankruptcy was filed to
bring all those disputes into one forum and to solve them, whether
or not with a judge's help."

A hearing before Judge Joan Feeney is scheduled for June 15 in
Boston.

The Debtor and partner Mercury Brewing & Distribution Co. of
Ipswich. are involved in litigation over unpaid rent.    "We have
filed a (bankruptcy) plan (to) resolve our issues with Mercury
over unpaid rent," Mr. Goldberg said.  "Once we can solve those
issues, we would move forward to bring the Danversbank loan
current, provide payment, over time, to unpaid contractors and go
back to getting the project done. . . .  We hope to have it come
to fruition."

Brewery Properties Group LLC, the developer of a significant
parcel in Ipswich, Massachusetts, filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-14208) on May 3, 2011.
Judge Joan N. Feeney presides over the case.  Michael J. Goldberg,
Esq., at Casner & Edwards, LLP, represents the Debtor.  The Debtor
disclosed $2,166,583 in assets, and $3,439,367 in debts.


BROWN PUBLISHING: Court Issues New Order on K&L Contingent Fees
---------------------------------------------------------------
Judge Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York (Central Islip) has modified the
order granting application for the retention and employment of K&L
Gates LLP as bankruptcy counsel to recover on a contingent fee
basis for certain affirmative recoveries obtained by the Debtors
or their estates nunc pro tunc to February 18, 2011.

Judge Eisenberg has authorized K&L Gates to be paid contingent
fees with respect to affirmative recoveries ranging from 17% to
30%.  For all other claims including all avoidance actions, K&L
Gates is authorized to be paid contingent fees with respect to
affirmative recoveries in the amount of 20% to 33% of all gross
collections.

As reported in the March 28, 2011 edition of the Troubled Company
Reporter, the Debtors asked the Bankruptcy Court for an order
modifying, nunc pro tunc to Feb. 18, 2011, a prior order granting
their application to employ K&L Gates LLP as bankruptcy counsel to
allow K&L Gates to be paid, on a contingent fee basis for services
performed in connection with certain affirmative recoveries which
may be obtained by the Debtors or their estates.

The Debtors, the Official Committee of Unsecured Creditors and PNC
Bank, N.A., as agent for the Debtors' prepetition secured first
lien lenders have reached an agreement regarding a global
resolution of the primary outstanding issues in the cases,
including the adversary proceeding commenced by the Committee
against the First Lien Lenders entitled The Official Committee of
Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv.
Pro. No. 10-8300).  Among the terms of the settlement is the
imposition of a limit on the amount of fees to be paid to the
Debtors' and the Committee's counsel and financial advisors, which
has been incorporated into the Debtors' First Amended Joint
Chapter 11 Plan of Liquidation and accompanying Disclosure
Statement, filed on March 4, 2011.

If the aggregate amount of the allowed claims of the professionals
employed in the Chapter 11 Cases pursuant to Sections 327, 328,
1103 or otherwise of the Bankruptcy Code, net of (i) any sums
previously received, and unapplied retainers held, by the Retained
Professionals, exceeds the Professional Fee Cap, each of the Main
Professionals will defer or waive payment of its Allowed
Professional Fee Claim in an amount equal to the product of the
Professional Fee Shortfall multiplied by a fraction, the numerator
of which will be the Main Professional's Allowed Professional Fee
Claim and the denominator of which will be the total of all of the
Main Professionals Allowed Professional Fee Claims, until the date
when distributions are made to holders of Allowed Class 3 General
Unsecured Claims under the First Amended Plan by the disbursing
agent, at which point the deferred amounts will be paid in full to
the extent of the remaining 30% of each dollar of any additional
net proceeds -- GUC 30%.  If, on the Final Distribution Date, the
GUC 30% is not sufficient to enable a liquidating trustee to pay
the Professional Fee Shortfall in full, then the unpaid
Professional Fee Shortfall of each Main Professional will be paid
out of the GUC 30% pro rata in the proportion that each Main
Professional's unpaid Professional Fee Shortfall bears to the
total unpaid Professional Fee Shortfall.  Any portion of the
Professional Fee Shortfall remaining unpaid after the Final
Distribution Date and the exhaustion of the GUC 30% will be deemed
to have been waived.

Under the terms of the agreement, the Debtors, the Committee and
PNC have agreed that, in return for its agreement to conclude the
administration of the Debtors' estates notwithstanding the
imposition of the Fee Cap, K&L Gates will be entitled to recover,
on a contingent fee basis, for affirmative recoveries -- other
than vehicle or real estate sales, utility deposits, accounts
receivable recovered without litigation and the Committee's
litigation against the Debtors' prepetition secured first lien
lenders -- expressly including the security deposit posted by
Brown Media Corporation, obtained by the Debtors or their estates
from and after Feb. 18, 2011.

According to the Debtors, due to the unanticipated length and
complexities of their cases, K&L Gates and the other Main
Professionals have already incurred fees and expenses in excess of
the Fee Cap.  Although K&L Gates has agreed to complete the
administration of the case subject to the Fee Cap, the Debtors,
the First Lien Lenders and the Committee have agreed that an
alternative arrangement is necessary and appropriate to compensate
K&L Gates for the legal work that it performs on behalf of the
Debtors and their estates in obtaining affirmative recoveries for
the benefit of the estates creditors.

K&L Gates has proposed to be compensated on a contingent fee basis
with respect to the affirmative recoveries that it obtains on
behalf of the Debtors or their estates with respect to matters K&L
Gates elects to take on, as follows:

     (a) For preference actions pursuant to 11 U.S.C. Sec. 547,
K&L Gates would charge contingent fees with respect to affirmative
recoveries in the amount of (i) 17% of all gross collections on
cases settled prior to the filing of a complaint, (ii) 26% of all
gross collections recovered after commencement of suit and at
least 31 days before the earlier of (x) a scheduled trial and (y)
the initial scheduled return date of a motion for a default or
summary judgment and (iii) 30% of all gross collections recovered
after commencement of suit and less than 31 days before the
earlier of (x) a scheduled trial or (y) the initial scheduled
return date of a motion for a default or summary judgment.

     (b) For all other claims including, without limitation, all
avoidance actions pursuant to Chapter 5 of the Bankruptcy Code
other than preference actions pursuant to 11 U.S.C. Sec. 547, and
all other claims and causes of action, if any, K&L Gates would
charge contingent fees with respect to affirmative recoveries in
the amount of (i) 20% of all gross collections on cases settled
prior to the filing of a complaint, (ii) 29% of all gross
collections recovered after commencement of suit and more than
61days before the earlier of (x) a scheduled trial and (y) the
initial scheduled return date of a motion for a default or summary
judgment and (iii) 33% of all gross collections recovered after
commencement of suit and less than 61 days before the earlier of
(x) a scheduled trial or (y) the initial scheduled return date of
a motion for a default or summary judgment.

In the event preference and non-preference claims are asserted
against the same defendant, the contingent fee on all claims,
including preference claims, would be charged at the rate
applicable to non-preference claims.  Disbursements would be paid
directly by the Debtors estates or any liquidating trust
established pursuant to a Chapter 11 plan of liquidation that is
confirmed by the Court, or upon invoice, regardless of recovery,
and would not be subject to any contingency or level of recovery.

                       About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BOUNDARY BAY: U.S. Trustee Taps 3-Member Creditors Panel
--------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Boundary Bay Capital, Llc.

The Creditors Committee members are:

          1. Albert c. Wazlak
             1901 Pine St.
             Huntington Beach, CA 92648
             Tel:       (714) 809-6100
             Facsimile: (714) 787-0990
             E-mail: awazlak@aol.com

          2. Harrington Construction Co., Inc.
             West Harrington
             22632 Golden Springs Dr., #215
             Diamond Bar, CA 91765
             Tel:       (909) 861-5452
             Facsimile: (909) 861-2871
             E-mail: hccl@hccigroup.com

          3. Henry Worthington Testamentary Trust
             Sherril W. Keithley
             10715 SW Heron Circle
             Beaverton, OR 97007
             Tel: (503) 579-9123
             Tel: (503) 701-2105 (cell)
             E-mail: swkwkeithley@comcast.net

                          About Boundary Bay

Irvine, California-based Boundary Bay Capital, LLC, a California
LLC, fka Covenant Bancorp, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28,
2011.  Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition on June 9, 2010 (Bankr. C.D. Calif. Case No. 10-17823).

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


BOUNDARY BAY: Seeks to Employ Weiland as Bankruptcy Counsel
-----------------------------------------------------------
Boundary Bay Capital LLC asks U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, for permission
to employ Weiland, Golden, Smiley, Wand, Ekvall & Strok LLP as its
counsel.

The firm will:

   a) advise the Debtor with respect to requirements and
      provisions of the Bankruptcy Code, Federal Rules of
      Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee
      Guidelines and other applicable requirements which may
      affect the Debtor;

   b) assist the Debtor in preparing and filing Schedules and
      Statement of Financial Affairs, complying with and
      fulfilling U.S. Trustee requirements, and preparing other
      documents as may be required after the initiation of a
      Chapter 11 petition;

   c) assist the Debtor in the preparation of a disclosure
      statement and formulation of a Chapter 11 plan of
      reorganization;

   d) advise the Debtor concerning the rights and remedies of the
      estate and of the Debtor in regard to adversary proceedings
      which may removed to, or initiated in, the Bankruptcy Court;
      and

   e) represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court in any action where the rights of the
      estate or the Debtor may be litigated, or affected.

The firm will undertake representation of the Debtor at its
customary hourly rates which currently range from $200 and $640,
depending on the experience and expertise of the attorney or
paralegal performing the work.  The professionals and the hourly
rates that are expected to render service to the Debtor are:

   Name                        Designations           Hourly Rates
   ------------                ------------           ------------
   Evan D. Smiley              Partner                    $590
   Hutchinson B. Meltzer       Senior Counsel             $450
   Beth E. Gaschen             Associates                 $360
   Claudia M. Yoshonis         Senior Paralegal           $230

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Boundary Bay

Irvine, California-based Boundary Bay Capital, LLC, a California
LLC, fka Covenant Bancorp, Inc., is in the business of making
loans secured by real estate.  The debtor owns real estate
property obtained through foreclosures on real estate loans.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.
Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition on June 9, 2010 (Bankr. C.D. Calif. Case No. 10-17823).


BOYLAN INT'L: Liquidating Trust's Life Extended for Two Years
-------------------------------------------------------------
Bankruptcy Judge Martin Glenn granted a request by Alma Garnett,
the Liquidating Trustee for Boylan International Ltd., for an
order permitting the modification of the Debtor's confirmed
chapter 11 liquidation plan.  Ms. Garnett seeks to modify the
Combined Disclosure Statement and Plan of Liquidation, which was
confirmed on May 30, 2009, by extending the life of the Boylan
Liquidating Trust.

By its terms, the Trust expires on June 9, 2011.  Ms. Garnett
seeks to extend the life of the Trust for two years with the
option of an additional two year extension upon notice to the
Court.  Ms. Garnett asserts the extension is necessary so that the
Trust can continue to prosecute the estate's "primary asset" -- a
malpractice claim against the Debtor's former counsel.

Judge Glenn limited the extension of the Trust to two years.

No objections were filed to the Motion.  However, the Office of
the United States Trustee moved for an order converting the
Debtor's chapter 11 case to one under chapter 7 or, in the
alternative, dismissing the chapter 11 case, arguing, inter alia,
that conversion or dismissal was appropriate because the Debtor
could not effectuate substantial consummation of a confirmed plan.
The U.S. Trustee's Motion was subsequently withdrawn.

A copy of Judge Glenn's May 18, 2011 Memorandum Opinion is
available at http://is.gd/hR5U0Vfrom Leagle.com.

Boylan International, Ltd., d/b/a Boylan Studios, filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 07-11372) on
May 7, 2007, listing under $1 million in assets and debts.   Alma
Garnett was named Liquidating Trustee.  She is represented by
Anthony T. Nguyen, Esq. -- anguyen@pattonboggs.com -- at Patton
Boggs LLP, in New York.  A copy of Boylan's petition is available
at http://bankrupt.com/misc/nysb07-11372.pdf


CARIBE MEDIA: Court Approves Kurtzman Carson as Claims Agents
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Caribe Media Inc. and CII Acquisition Holding Inc., to employ to
employ Kurtzman Carson Consultants LLC as claims and notice agent.

KCC can be reached at:

          Drake D. Foster
          KURTZMAN CARSON CONSULTANTS LLC
          2335 Alaska Ave.
          El Segundo, CA 90245
          Tel: (310) 823-9000
          Fax: (310) 823-9133
          E-mail: dfoster@kccllc.com

Albert H. Kass, vice president of Corporate Restructuring Services
at KCC, attests that his firm does not hold or represent an
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed and that it is a
"disinterested person" as referenced by sec. 324(a) of the
Bankruptcy Code and as defined Sec. 101(14) of the Bankruptcy
Code.
                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and
US$100% of Caribe Servicios de Informacion Dominicana, S.A., the
sole directory publisher in the Dominican Republic with the
exclusive right to publish under the brand of Codetel, the largest
telecom operator in the Dominican Republic.  Caribe Media is
wholly owned by CII Acquisition Holding Inc.  They are affiliates
of Local Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.


CENTER COURT: U.S. Trustee Wants Case Dismissed on Converted
------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California to
dismiss, or, in the alternative, convert the Chapter 11 case of
Center Court Partners LLC, to one under Chapter 7 of the
Bankruptcy Code.

The Court will convene a hearing on May 26, 2011, at 9:30 a.m., to
consider the request to convert or dismiss the Debtor's case.

Carolyn J. Feinstein, bankruptcy analyst, tells the Court that
the Debtor failed to comply with the requirements of the U.S.
Trustee Chapter 11 Notices and Guides and Local Bankruptcy Rules
by failing to provide documents, and financial reports.

                  About Center Court Partners LLC

Based in Agoura Hills, California, Center Court Partners LLC filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-13715) on March 25, 2011.  Judge Maureen Tighe presides over
the case.  The Law Offices of Martin D. Gross represents the
Debtor in its restructuring efforts.  The Debtor estimated assets
and debts at $10 million and $50 million as of the chapter 11
filing.


CHRISTIAN BROTHERS: Strikes Deal to Fund Operations
---------------------------------------------------
Dow Jones' Small Cap reports that the Christian Brothers Institute
Inc. is seeking court approval of a deal it struck with its lender
that will ensure it's able to cover its operating costs, including
funding its Roman Catholic schools throughout New York.

Headquartered in New Rochelle, New York, The Christian Brothers'
Institute filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22820) on April 28, 2011.  Scott S.
Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $50 million to $100 million and debts at $1 million to
$10 million.


CHRYSLER LLC: Raises $7.5BB After Twice Revising Deal Structure
---------------------------------------------------------------
Katy Burne, writing for Dow Jones Newswires, reports that Chrysler
Group LLC completed its $7.5 billion financing Thursday after
twice revising the structure of the deal:

     (A) $3 billion in six-year term loan, increased
         from the planned $2.5 billion;

Dow Jones relates the $3 billion loan was priced at 4.75
percentage points above the London interbank offered rate, or
Libor, with a discounted offer price of 99 cents on the dollar and
a Libor floor set at 1.25%.  Dow Jones relates one person familiar
with the matter said the company dialed back the size of the loan
earlier this week to $2.5 billion from an original $3.5 billion,
but decided to increase it again after "demand kicked up over the
past couple of days".

Dow Jones notes original price talk on the loan was 4-4.25
percentage points over Libor with a 1.25% floor and 99-99.5 offer
price.  The step-up in yield was thus a welcome move, Dow Jones
says.

Dow Jones also reports the loan won't be callable for the first
year, but will be callable at a premium of 102 cents on the dollar
in the second year and 101 cents on the dollar in the third year.

Lead bookrunners on the term loan are Morgan Stanley and Goldman
Sachs Group Inc., supported by Bank of America Corp.'s Bank of
America Merrill Lynch and Citigroup Inc. as joint bookrunners.

     (B) $3.2 billion in second-lien notes offering,
         down from the planned $3.5 billion;

Dow Jones says the $3.2 billion of junk bonds are being offered in
two parts: an eight-year tranche and a 10-year tranche. The total
was increased earlier in the week by $1 billion, reaching $3.5
billion, before it was cut back.  The bonds priced at the wide end
of their indicative range, at 8% on the $1.5 billion of notes due
2019 and 8.25% on the $1.7 billion of notes due 2012. Price
guidance had been 7.75% to 8% on the 2019 notes and 8% to 8.25% on
2021 notes, respectively.

The bond is being led by Bank of America and Goldman, supported by
Citi and Morgan Stanley.

     (C) $1.3 billion in five-year revolving credit
         facility, down from the planned $1.5 billion;

Citi is lead arranger and bookrunner on the revolver, supported by
BofA, Goldman and Morgan.

Dow Jones further reports that Chrysler had to offer more
protection for investors on the loan and a higher yield than
initial guidance.

"They are raising more or less what they wanted to raise, but they
had to shift it around a bit because of the demand for different
tranches," said Gregory Maddock, director at Standard & Poor's,
Dow Jones reports.

Dow Jones says Shawn Morgan, a spokesman for Chrysler, declined to
comment.

According to Dow Jones, a person familiar with the matter said the
deal puts Chrysler on track to repay its government bailout funds
as early as next week.

                           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.


CITY INC: Files for Chapter 7 in Minneapolis
--------------------------------------------
The Star Tribune reports that The City Inc., in 1315 12th Ave. N.,
Minneapolis, Minnesota, filed a Chapter 7 petition (Case No. 11-
43348) in its hometown on May 11.  It disclosed assets of
$1,042,735 and liabilities of $747,649.


CLEARWIRE CORP: Intel Corporation Discloses 32.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that it
beneficially owns 102,404,811 shares of Class A common stock of
Clearwire Corporation representing 32.8% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/2ug4Ev

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


COMDISCO HOLDING: Reports $520,000 Net Loss in First Quarter
------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC: CDCO) on Monday reported
financial results for its fiscal second quarter ended March 31,
2011.

For the quarter ended March 31, 2011, Comdisco reported a net loss
of approximately $520,000, or $0.13 per common share (basic and
diluted).  The per share results for Comdisco are based on
4,028,951 shares of common stock outstanding on March 31, 2011.

For the quarter ended March 31, 2011, total revenue was
approximately $353,000 as compared to approximately $177,000 for
the quarter ended March 31, 2010.  The increase is primarily the
result of gains recognized from the new extended management
agreement with Windspeed Acquisition Fund GP, LLC and slightly
higher liquidations of positions held compared to the quarter
ended March 31, 2010.  There were gains of $128,000 for the
current year quarter compared to gains of $25,000 for the quarter
ended March 31, 2010.  Net cash used in operating activities was
approximately $1,756,000 for the six months ended March 31, 2011
compared to net cash used in operating activities of approximately
$9,158,000 for the six months ended March 31, 2010.

Total assets are approximately $63,707,000 as of March 31, 2011,
including approximately $54,241,000 of unrestricted cash and
short-term investments, compared to total assets of approximately
$65,150,000 as of Sept. 30, 2010, including $55,742,000 of
unrestricted cash and short-term investments.  The decrease in
cash is primarily a result of a $268,000 payment of a Mexican tax
liability and selling, general and administrative expenses paid
during the six months ended March 31, 2011.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                          About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002. John Wm. "Jack" Butler,
Jr., Esq., Charles W. Mulaney, Esq., George N. Panagakis, Esq.,
Gary P. Cullen, Esq., N. Lynn Heistand, Esq., Seth E. Jacobson,
Esq., Andre LeDuc, Esq., Christina M. Tchen, Esq., L. Byron Vance,
III, Esq., Marian P. Wexler, Esq., and Felicia Gerber Perlman,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented
Comdisco.  Evan D. Flaschen, Esq., and Anthony J. Smits, Esq., at
Bingham Dana LLP, now Bingham McCutchen, served as Comdisco's
International Counsel.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan.  At that point, the company will cease operations.  The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing
the wind-down contemplated by the Plan.


CONCHO RESOURCES: Moody's Assigns B3 Rating to Notes Offering
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Concho Resources
Inc.'s (Concho) proposed offering of $400 million Senior Notes due
2022. The rating outlook was changed to stable from negative.
Moody's affirmed Concho's B1 Corporate Family Rating (CFR) and its
SGL-2 Speculative Grade Liquidity (SGL) rating. Substantially all
of the proceeds from the new notes will be used to repay bank
debt.

RATINGS RATIONALE

"The move to a stable outlook reflects leverage on production and
reserves which has been significantly reduced since the July 2010
Marbob acquisition to a level more in line with current ratings,
with March 31, 2011 pro forma adjusted leverage of $28,300/Boe of
average daily production," commented Jonathan Kalmanoff, Moody's
Analyst.

The B1 CFR reflects Concho's oil focus, strong operational track
record with low F&D costs, seasoned management team with extensive
experience in the Permian Basin, and aggressive growth strategy
with a track record of material leverage reduction following
acquisitions. Moody's leverage calculation adjusts for 3,750
Mboe/d of production which was curtailed during the first quarter
of 2011 due to extreme cold temperatures.

Concho's SGL-2 liquidity rating reflects adequate liquidity
through June of 2012. The company has a $2 billion senior secured
borrowing base credit facility, with the next borrowing base
redetermination scheduled for October of 2011. At March 31, 2011
pro forma availability under the facility was $1.6 billion, and
Concho's cash balance was just under $1 million. Credit facility
availability should provide ample liquidity given the company's
current capital spending plans which include modestly outspending
cash flow during 2011. Moody's expects there to be significant
headroom under the leverage ratio and current ratio covenants
through June of 2012. There are no debt maturities until April 25,
2016 when the credit facility matures. Substantially all of
Concho's oil and gas assets are pledged as security under the
facility which limits the extent to which asset sales could
provide a source of additional liquidity if needed.

The B3 senior unsecured note rating reflects Concho's overall
probability of default, to which Moody's assigns a PDR of B1, and
a loss given default of LGD6-81%. The size of the $2 billion
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated two
notches beneath the B1 CFR under Moody's Loss Given Default
Methodology.

Positive rating action could result if leverage were to decrease
with Debt/Boe of average daily production sustained below $25,000
and debt/PD sustained below $8.00, or if Concho were to
substantially increase its scale and/or diversification through
either a major acquisition, funded with sufficient equity so that
leverage is not materially increased, or through organic growth
over the longer term. The rating could be lowered if leverage were
to increase with the expectation of Debt/Average Daily Production
remaining above $30,000/Boe over an extended period.

The principal methodology used in rating Concho Resources was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008.

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CONCHO RESOURCES: S&P Rates $400MM Sr. Unsecured Notes at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to exploration and production (E&P) company
Concho Resources Inc.'s (BB/Stable/--) $400 million senior
unsecured notes due 2022. The assigned issue rating on the notes
is 'BB'(the same as the corporate credit rating)."The recovery
rating on this debt is '3', indicating our expectation of a
meaningful (50% to 70%) recovery in the event of default. We do
not expect any changes in ratings if the offering size is
increased. The company will use the proceeds to repay indebtedness
under its revolving credit facility," S&P related.

"At the same time we revised the recovery ratings on Concho's
existing unsecured debt to '3', indicating our expectation of
meaningful recovery (50% to 70%) in the event of a default, from
'4'; the issue ratings remain unchanged at 'BB'," S&P noted.

The ratings on the independent oil and gas E&P company Concho
Resources Inc. reflect what Standard & Poor's views as the
company's weak business risk profile, which is largely a result of
the cyclical and capital-intensive nature of the industry and the
geographic concentration of reserves, with 98% of the company's
reserves located in the company's core operating areas in the
Permian Basin. The ratings also incorporate Concho's good reserve
replacement metrics, competitive cost structure, and adequate
liquidity. As of March 31, 2011, Midland, Texas-based Concho had
approximately $1.7 billion in adjusted debt, adjusted for
operating leases and ARO's.

Ratings List
Concho Resources Inc.
Corporate credit rating                BB/Stable/--

New Rating
$400 mil. senior notes due 2022        BB
  Recovery rating                       3

Revised Recovery Rating
                                        To           From
Senior unsecured debt                  BB           BB
  Recovery rating                       3            4


CONNACHER OIL: Moody's Assigns 'Caa2' Rating to Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Connacher's
proposed $900 million second lien senior secured notes. Moody's
affirmed these ratings: Caa1 Corporate Family Rating (CFR), Caa1
Probability of Default Rating (PDR), B1 rating on the existing
first lien notes due July 2014, and Caa2 rating on the existing
second lien notes due December 2015. The SGL-3 Speculative Grade
Liquidity rating was affirmed. The proceeds of the proposed notes
will be used to fund the repayment of Connacher's existing first
and second lien notes and for general corporate purposes. The
rating outlook is stable.

RATING RATIONALE

Connacher's Caa1 CFR reflects its very high leverage and debt
service cost, small production base, and a liquidity position that
is likely to be periodically dependent on external sources absent
high bitumen prices. The CFR is supported by Connacher's current
bitumen production of about 14,000 to 15,000 bpd, its large proven
and probable reserve base, and its 9,500 barrels per day heavy oil
refinery.

Connacher will have a lower capital spending program in 2011 with
Algar and its associated 13 megawatt cogen facility now complete,
but nevertheless the company will be significantly dependent on
completed asset dispositions to fund negative free cash flow.

Connacher's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity over the next twelve to fifteen months. Moody's
expects a pro-forma cash balance of $40 million combined with
completed asset sale proceeds of about $75 million to largely fund
negative free cash flow of approximately $100 million over the
next year. The company's proposed $100 million committed revolver
($94 million unused; expires in May, 2014) will be needed to fund
Connacher's maturing $100 million subordinated notes issue due in
June, 2012 Moody's expects Connacher to be in compliance with its
financial covenants during this period (Debt to Capitalization not
to exceed 75% and revolver debt to EBITDA not to exceed 2x.) The
company's assets are pledged under the first lien credit facility
and notes, but it does have the ability to sell certain non-core
assets if proceeds are reinvested in the business, as Connacher
has indicated it intends to do. Incremental cash from assets sales
may be needed to cover the company's interest and capex in 2011.

The stable outlook reflects Moody's expectation that Algar and Pod
1 will consistently produce bitumen in the range of 14,000 bpd to
15,000 bpd and that the company's high leverage will not worsen.
The rating could be upgraded if Connacher is able to demonstrate
that it will be able to maintain bitumen production in the range
of 14,000 to 15,000 bpd, maintain adequate liquidity to readily
fund interest and capex, lower its debt to EBITDA towards the 5x
range and repay the C$100 million subordinated notes. The outlook
or rating could be lowered if liquidity appears insufficient to
meet negative free cash flow or if debt to EBITDA does not show
improvement from current levels.

The principal methodology used in rating Connacher Oil and Gas was
the Independent Exploration and Production (E&P) Industry
Methodology, published December 2008.

In accordance with Moody's Loss Given Default Methodology the
notching of the second lien notes at Caa2, one notch below the
Caa1 CFR, reflects their junior ranking in the capital structure
to the revolver and first lien notes. The ranking of the first
lien notes above the CFR at B1 reflects their priority ranking to
the second lien notes. The revolver ranks prior to the first lien
notes.

Connacher Oil and Gas Limited, headquartered in Calgary, Alberta,
is an oil and gas company with primary focus on the development
and production of oil sands.


CONNACHER OIL: S&P Rates $900MM Sr. Sec. 2nd-Lien Debt at BB-
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issue rating
and '1' recovery rating to Calgary, Alta.-based Connacher Oil and
Gas Ltd.'s proposed US$900 million senior secured second-lien
debt. A '1' recovery rating indicates S&P's expectations of very
high (90%-100%) recovery in a default scenario.

This new debt issue will effectively refinance the company's
existing senior secured first- and second-lien debt. "As a result,
we expect to withdraw our ratings on Connacher's existing debt
following completion of this new issue," S&P noted.

"We expect Connacher should be able to refinance its debt at more
favorable terms than those associated with its current senior
secured first- and second-lien debt. Moreover, this bond issue
will allow the company to extend its debt maturity profile," said
Standard & Poor's credit analyst Michelle Dathorne. "Although our
assessment of Connacher's liquidity remains unchanged following
this refinancing, the extended maturity profile does, however,
enhance the company's financial flexibility," Ms. Dathorne added.

"Our 'B' long-term corporate credit rating, and stable outlook, on
Connacher reflect our view of the company's highly levered balance
sheet, the weak cash flow protection measures associated with
current gross debt levels, and exposure to volatile hydrocarbon
prices and light-heavy oil price differentials. We believe these
weaknesses, which hamper Connacher's overall credit profile, are
somewhat mitigated by the company's large oil sands resource base,
good visibility to long-term drill-bit-related production
growth, and the potential for strong operating cash flows, if it
can achieve and sustain its in-situ oil sands design capacity
production and steam-oil ratio targets," S&P elaborated.

Ratings List
Connacher Oil and Gas Ltd.
Corporate credit rating            B/Stable/--

Rating Assigned
US$900 mil. senior secured debt    BB-
Recovery rating                   1


CORDIA COMMS: Can Employ Bilzin Sumberg as Bankruptcy Counsel
-------------------------------------------------------------
Cordia Communications Corporation and its affiliates sought and
obtained approval from the Bankruptcy Court to employ Scott L.
Baena and the law firm of Bilzin Sumberg Baena Price & Axelrod
LLP, as bankruptcy counsel, nunc pro tunc to May 1, 2011.

Bilzin Sumberg can be reached at:

     Scott L. Baena, Esq.
     BILZIN SUMBERG BAENA PRICE & AXELROD, LLP
     1450 Brickell Avenue, Suite 2300
     Miami, Florida 33131
     Tel: (305) 350-2403
     E-mail: sbaena@bilzin.com

Bilzin Sumberg will:

     a. advise the Debtors with respect to its powers and duties
        as debtors and debtors-in-possession in the continued
        management and operation of their business and property;

     b. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     c. advise and consult on the conduct of the Chapter 11
        Cases, including all of the legal and administrative
        requirements of operating in chapter 11; and

     d. advise the Debtors in connection with the Sale or any
        other contemplated sales of assets or business
        combinations, including the negotiation of sales
        promotion, liquidation, stock purchase, merger or joint
        venture agreements, formulate and implement bidding
        procedures, evaluate competing offers, draft appropriate
        corporate documents with respect to the proposed sales,
        and counsel the Debtors in connection with the closing
        of such sales.

Bilzin Sumberg will be paid based on the rates of its
professionals:

        Scott L. Baena, Partner        $675
        Jason Z. Jones, Partner        $475
        Paraprofessionals            $205-$225

Scott L. Baena, attorney and partner at Bilzin Sumberg Baena
Price & Axelrod, LLP, assures the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                     About Cordia Communications

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., along
with affilaites, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to $50
million.   Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.


CORDIA COMMS: Wants to Hire Source Capital as Investment Banker
---------------------------------------------------------------
Cordia Communications Corp., et al. requested approval to employ
Source Capital Group, Inc. as investment banker.

Source Capital will, among other things:

     a) review and analyze the Debtors' assets and their
        operating and financial strategies, and assist in the
        preparation of financial projections;

     b) assist and advise the Debtors in the anticipated sale of
        their assets, operations or stock; and

     c) determine and evaluate the risks and benefits of
        considering, initiating and consummating any transaction.

The Debtor relates that the hourly compensation of $300 for
professional services rendered by Source Capital will be capped at
$25,000.

In addition, the Debtors have agreed to pay Source Capital a
success fee as: (a) 1% of the total consideration paid from the
sale of the Debtors' assets including initial consideration,
assumption of or indemnification for liabilities and tax
obligations, and earn out clauses.  The Success Fee will be
due and payable upon transaction closing or final order of the
Bankruptcy Court, paid in cash from transaction proceeds.

In addition, upon the closing of a transaction, Source Capital
will also receive 500,000 restricted shares of Cordia Corporation
common stock.

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

The Debtors are represented by:

         BILZIN SUMBERG BAENA PRICE & AXELROD LLP
         1450 Brickell Avenue, Suite 200
         Miami, FL 33131
         Tel: (305) 374-7580
         Fax: (305) 375-7593

                     About Cordia Communications

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., along
with affilaites, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to $50
million.   Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.


CORDIA COMMS: Court to Convene Final Hearing on Cash Coll. Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted, on May 6, 2011, Cordia Communications Corp., et al.,
permission, on an interim basis, to use alleged cash collateral of
Thermo Credit, LLC, in accordance with a budget through such date
as the Court holds a final hearing on the motion during the week
beginning May 16, 2011.

As of April 29, 2011, the net amount advanced by Thermo under the
that certain Factoring and Security Agreement, as amended from
time to time (the "FSA"), was $1,975,584 (without application of
$225,000 in the Contingency Account).  Pursuant to the FSA, Thermo
has established a Contingency Account which, upon  information and
belief, was funded by Thermo with $225,000 that would have
otherwise been distributed to non-Debtor Cordia Corp. as Excess
Collections.

Thermo is granted a replacement lien on and in cash collateral,
receivables, and other property, including but not limited to all
amounts contained in or payments received or deposited into the
Lockbox, Collections Accounts or Contingency Account, owned,
acquired or generated post-petition by the Debtors' continued
operations solely to the extent and priority, if any, and of the
same kind and nature as Thermo had, if any, prior to the filing of
this bankruptcy case effective as of the Petition Date.

In its motion the Debtors said it needs the funds to operate its
business pending a sale of their assets as a going concern
conducted under section 363 of the Bankruptcy Code.

Debtors are authorized to utilize all proceeds of pre- and post-
petition receivables and customer payments received into the
Lockbox, Collections Accounts, and Contingency Account on or at
the Petition Date.

In connection with the Debtors' use of cash collateral, the
Debtors, in any particular calendar month: (i) are not authorized
to exceed any line item on the budget by more than ten (10%)
percent of such line item unless it receives prior written consent
from Thermo; (ii) may not incur a negative variance from aggregate
income (revenues less operating expenses) by more than ten (10%)
percent unless it receives prior written consent from Thermo, and
(iii) may not pay any prepetition obligation without a prior order
of the Court.  Notwithstanding the foregoing, the Debtors may pay
any fees due to the Office of the United States Trustee pursuant
to 28 U.S.C. Section 1930(a)(6) when due.

Thermo is granted a replacement lien on and in cash collateral,
receivables, and other property, including but not limited to all
amounts contained in or payments received or deposited into the
Lockbox, Collections Accounts or Contingency Account, owned,
acquired or generated post-petition by the Debtors' continued
operations solely to the extent and priority, if any, and of the
same kind and nature as Thermo had, if any, prior to the filing of
this bankruptcy case effective as of the Petition Date.

To the extent that the replacement lien granted hereunder is found
to be insufficient, Thermo will be afforded the priority in
payment afforded by section 507(b) of the Bankruptcy Code to the
extent of any diminution in the value of its security or ownership
interests, if any, after giving effect to the value, if any, of
the replacement lien granted hereunder.

A further interim hearing will be held in connection with the
motion on May 18, 2011, at 3:00 p.m.

                     About Cordia Communications

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., along
with affilaites, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to $50
million.   Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.


CORDIA COMMS: Asks to Proceed With Auction Without Lead Bidder
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Cordia Communications Corp.
is seeking to push forward with its auction plans despite so far
failing to secure an offer from a prospective stalking-horse
bidder for its telecommunications services operations.

                     About Cordia Communications

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., along
with affilaites, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to $50
million.   Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.


COSIMO LLC: Section 341(a) Meeting Schedules for June 10
--------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Cosimo, LLC's Chapter 11 case on June 10, 2011, at 2:00 p.m.
The meeting will be held at the Donald Stuart Russell Federal
Courthouse, 201 Magnolia Street, Spartanburg, South Carolina.

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

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

Greenville, South Carolina-based Cosimo, LLC, filed for Chapter 11
protection (Bankr. D. S.C. Case No. 11-03012) on May 4, 2011.
Bankruptcy Judge Helen E. Burris presides the case.  Curtis W.
Stodghill, Esq., at Stodghill Law Firm Chartered represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.


CRAIG CARRIER: IFC Sees Minimal Impact on Ending Triple C Deal
--------------------------------------------------------------
Integrated Freight Corporation said in a press release that last
December, Triple C Transport's former owner and general manager
initiated Chapter 11 bankruptcy proceedings for two of his
companies, White Farms Trucking and Craig Carrier Corporation.
These companies owned the tractor and trailer equipment that
Integrated Freight's subsidiary, Triple C Transport, leased for
its trucking operations.

Recently, as a result of the Chapter 11 filing, the bankruptcy
court ordered the return of this leased equipment.  Current Triple
C management has complied with the court's order and has leased a
small amount of operating equipment as a replacement.  IFCR has
secured local counsel to protect its interests through the former
owner's bankruptcy proceedings and to recover any ongoing losses
that may result from this situation, including a rescission of
Integrated Freight's original stock purchase agreement with the
previous owners of Triple C Transport.

"We believe that rescission will not have a materially negative
impact on our financial performance going forward.  However, we
will not be able to take advantage of many of the additional
opportunities provided by this acquisition that we had originally
envisioned at the time of its closing until this situation is
rectified," Integrated Freight said.

                          About the Debtors

White Farms Trucking, Inc., and Craig Carrier Corp., LLC, own
numerous trucking units, including tractors and trailers, and, at
one time, operated trucking businesses.  The trucking units have
been financed and all, or almost all, are subject to perfected
security interests held by financing entities such as People's
United Equipment Finance Corp. and Navistar Financial Corporation.
The businesses were sold to Integrated Freight Corporation and its
subsidiary, Triple C Transport, Inc.  The Debtors then leased the
trucking units to Triple C Transport, Inc., and its parent
company.

White Farms Trucking and Craig Carrier filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case Nos. 10-43797 and 10-43798) on
Dec. 21, 2010, represented by Robert V. Ginn, Esq. --
rvgbknotice@huschblackwell.com -- at Husch Blackwell Sanders.
In their petitions, White Farms Trucking and Craig Carrier each
estimated $1 million to $10 million each in assets and debts.


CROWN EQUITY: Posts $1.5 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Crown Equity Holdings Inc. filed its quarterly report on Form 10-
Q, reporting a net loss of $1.5 million on $345,231 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$127,046 on $324,776 of revenue for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.5 million
in total assets, $828,209 in total liabilities, and stockholders'
equity of $643,598.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Crown Equity's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has historically suffered losses from operations.

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

                       http://is.gd/ncJhat

Las Vegas, Nev.-based Crown Equity Holdings Inc. (OTC BB: CRWE) --
http://www.crownequityholdings.com/-- was incorporated in August
1995 in Nevada.  The Company provides various consulting services
to companies and individuals dealing with corporate structure and
operations globally.  The Company also provides public relations
and news dissemination for publicly and privately held companies.


DALPHIS HOLDING: Seeks Approval to Tap Cash From Customers
----------------------------------------------------------
Wayne Risher of the Commercial Appeal reports that Dalphis Holding
LLC has sought bankruptcy court approval to tap into cash from
customers to pay two weeks' worth of expenses totaling $467,403.
Dalphis said it was unable to make payroll and pay other expenses
after its lender, Synovus Bank, halted payments under a line of
credit.  Dalphis filed for bankruptcy protection five months after
unveiling expansion plans.  Dalphis in December won approval from
the Memphis-Shelby County Industrial Development Board for a tax-
break on property taxes valued at $227,427.

Dalphis Holding, LLC, a Memphis, Tenn.-based manufacturer of
window treatments, filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 11-24849) in its hometown on May 12, 2011.  Melanie T.
Vardaman, Esq., at Harris Jernigan & Geno, PLLC, in Ridgeland,
Missouri, serves as counsel to the Debtor.  The Company estimated
$1 million to $10 million in assets as of the Chapter 11 filing.


DAVID OLSON: Files for Chapter 7 in St. Paul
--------------------------------------------
The Star Tribune reports that David William Olson, formerly doing
business as Higgins Camper Rental and Sales and David Kimberly
Ltd., and Kimberly Krista Olson, in 1311 W. 15th St., Hastings,
Minnesota, filed for Chapter 7 bankruptcy (Case No. 11-33192) on
May 11.


E*TRADE FINANCIAL: Moody's Assigns B2 Rating to Sr. Notes due 2016
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 to the proposed
issuance by E*TRADE Financial Corp of $435 million of Senior
Unsecured
Notes due 2016.

E*TRADE will use the proceeds of the proposed $435 million Senior
Unsecured Notes scheduled to mature in 2016 to call for redemption
$415 million of 7 3/8% senior notes due in 2013, and to pay for
the call premium and other transaction related cost. "The
opportunistic refinancing of the 2013 notes, the stabilization of
E-TRADE's mortgage portfolio, and 1Q11 improved core brokerage
metrics and profitability are positive developments," said Al
Bush, Moody's Vice President -- Senior Analyst.

In addition, the recent conversion of $314 million of convertible
debentures by an affiliate of one of E*TRADE's largest
shareholders, Citadel LLC, for 30.4 million shares of common
stock, has boosted capital levels. "Notwithstanding the improved
fundamentals of the company, E*TRADE's ability to extract
dividends from its bank subsidiary will remain subject to
regulatory approval for the foreseeable future," added Mr. Bush.

In Moody's view, a longer-term risk for E*TRADE is that if it
fails to adequately invest in its core brokerage franchise, its
organic growth may not be sufficient to keep up with larger scale
competitors, such as Charles Schwab, TD Ameritrade, and Fidelity.
Any resulting competitive disadvantage in product offerings and
costs could negatively impact E*TRADE's core brokerage market
share and earnings.

The principal methodology used in this rating was the Global
Securities Industry Methodology published in December 2006.


EAGLE BULK: May Not Be in Compliance With Orig. Facility Covenants
------------------------------------------------------------------
Eagle Bulk Shipping Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $5.8 million on $86.7 million of revenues
for the three months ended March 31, 2011, compared with net
income of $4.6 million on $54.2 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$1.901 billion in total assets, $1.232 billion in total
liabilities, and stockholders' equity of $668.3 million.

            Disagreement with Lender on Interpretation
           of Facility Agreement's Covenant Calculation

On Aug. 4, 2009, the Company entered into a third amendatory
agreement to its revolving credit facility.  Among other things,
the third amendatory agreement amended the facility's net worth
covenant from a market value to book value measurement with
respect to the value of the Company's fleet and reduced the
facility's EBITDA to interest coverage ratio, with these changes
to stay in effect until the Company was in compliance with the
facility's original covenants for two consecutive accounting
periods.

Based on information which the Company provided in 2010 to the
lenders under the revolving credit facility, the agent for the
lenders has only recently notified the Company that according to
its interpretation the Company was in compliance with the original
covenants for the second and third quarters during 2010, and,
therefore, the Company's original collateral covenants have been
reinstated.

The Company disagrees with the agent and believe that the
Company's interpretation of the facility agreement's covenant
calculation is correct, that the reinstatement of the original
loan covenant was not valid, and that the Company remains in
compliance with all covenants in effect at March 31, 2011.  The
Company is in active discussions with the agent to resolve this
technical matter.

"However, if the agent's interpretation is determined to be
correct, the Company would not be in compliance with the original
covenants for the period ending March 31, 2011, which could lead
to a default under the facility agreement and would result in the
classification as current of amounts due under the facility
agreement and could lead to substantial doubt about the Company's
ability to continue as a going concern, if the Company is unable
to agree on satisfactory terms or obtain a waiver from the agent,"
the Company said in the filing.

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

                       http://is.gd/TSS3Wb

Eagle Bulk Shipping Inc. is a Republic of the Marshall Islands
corporation headquartered in New York City.  The Company owns one
of the largest fleets of Supramax dry bulk vessels in the world.
Supramax dry bulk vessels range in size from 50,000 to 60,000 dwt.
The Company transports a broad range of major and minor bulk
cargoes, including iron ore, coal, grain, cement and fertilizer,
along worldwide shipping routes.  As of March 31, 2011, the
Company owned and operated a modern fleet of 40 Handymax segment
dry bulk vessels, 38 of which are of the Supramax class.  The
Company also has an on-going Supramax newbuilding program for the
construction of 6 newbuilding vessels in China.  Upon delivery of
all newbuilding vessels by the end of 2011, the Company's total
fleet will consist of 46 vessels with a combined carrying capacity
of approximately 2.51 million dwt.


EASTER SEALS: Sanctions Against Ford Motor Credit Rejected
----------------------------------------------------------
Easter Seals Tennessee, Inc., seeks sanctions against Ford Motor
Credit Company LLC for allegedly violating the discharge
injunction pursuant to 11 U.S.C. Sec. 524(i).  FMCC denied any
violation.  At the hearing on May 12, 2011, the Court granted
FMCC's request to dismiss the Motion for Sanctions based on the
Debtor's failure to carry its burden of proof.

A copy of Bankruptcy Judge George C. Paine II's May 17, 2011
Memorandum is available at http://is.gd/le0178from Leagle.com.

Based in Nashville, Tennessee, Easter Seals Tennessee Inc., a not
for profit corporation, filed for Chapter 11 protection on May 17,
2009 (Bankr. M.D. Tenn. Case No. 09-05597).  Glenn Benton Rose,
Esq., Harwell Howard Hyne Gabbert et al., represents the Debtor.
In its petition, the Debtor listed between $1 million and
$10 million in assets, and between $10 million and $50 million in
debts.  The Court confirmed the Debtor's plan of reorganization on
Aug. 12, 2010.


ECOSPHERE TECHNOLOGIES: Incurs $3.7-Mil. First Quarter Net Loss
---------------------------------------------------------------
Ecosphere Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.7 million on $2.2 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $23.0 million on $2.1 million of revenues for the
same period last year.

Loss from operations for the three months ended March 31, 2011,
was $3.3 million compared to a loss of $1.4 million for the three
months ended March 31, 2010.  The increase in the loss from
operations in 2011 versus 2010 was due to the increase in
operating expenses which was partially offset by the increase in
gross profit.  Included in the loss from operations were non-cash
expenses including stock based compensation of $2.5 million plus
depreciation and amortization of $528,045.

"The Company's net loss for the three months ended March 31, 2010,
was significantly impacted by the accounting for derivative
liabilities related to warrants and convertible notes issued by
the Company," the Company said in the filing.

The Company's balance sheet at March 31, 2011, showed
$11.3 million in total assets, $9.3 million in total liabilities,
$3.9 million of redeemable convertible cumulative preferred stock,
and a stockholders' deficit of $1.9 million.

A complete text 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, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A.,
in Boca Raton, Fla., expressed substantial doubt about Ecosphere
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a net loss applicable to Ecosphere Technologies,
Inc. 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.


EDIETS.COM INC: Extends Subscription Period for Rights Offering
---------------------------------------------------------------
eDiets.com, Inc., has extended the subscription period for its
pending rights offering to May 13, 2011.

As the Company was advised that some qualified holders of its
common stock have requested additional time to complete their
subscriptions, the Company has decided to extend the subscription
period for two additional days.  The subscription rights may now
be exercised at any time prior to 5:00 p.m. New York time on
May 13, 2011.

Under the terms of the rights offering, each stockholder received
one non-transferable subscription right for each share of common
stock owned on April 18, 2011, the record date.  Each subscription
right entitles the rights holder to purchase 0.15 newly issued
shares of the Company's common stock at a subscription price equal
to $0.4125 per share.  Each subscription right also includes an
over-subscription privilege, by which rights holders that fully
exercise their basic subscription privileges may purchase
additional shares of common stock that remain unsubscribed at the
expiration of the rights offering.  The over-subscription
privilege is subject to the availability and pro rata allocation
of shares among exercising rights holders.

During the extended offering period for the rights offering, any
person who received subscription rights from the Company during
the original offering period may exercise those rights that have
not already been exercised.  Other than the extension of the
expiration date of the rights offering, all of the offering terms
described in the prospectus dated April 21, 2011, remain the same
and apply during the extended period of the rights offering.

Questions from stockholders regarding the rights offering or
requests for additional copies of documents may be directed to the
information agent, Phoenix Advisory Partners, toll-free at (877)
478-5038.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $2.0 million.


EH HOLDING CORP: Moody's Says Ratings Unchanged on Note Offering
----------------------------------------------------------------
Moody's Investors Service said that EH Holdings' ratings were
unchanged on upsized note offering. On May 17, 2011, EH Holding
Corp. priced its offering of $1,100 million aggregate principal
amount of 6.5% senior secured notes due 2019 and $900 million
aggregate principal amount of 7.625% senior unsecured notes due
2021. However, as a result of the modification in the offering,
the LGD point estimates on EHH's unsecured notes have changed to
B3 LGD5-71%.

The principal methodology used in rating was Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

EHH, an indirect, wholly-owned subsidiary of EchoStar Corporation
(EchoStar; a publicly traded holding company controlled by Mr.
Charles Ergen and certain trusts; the same entities also control
Dish Network Corporation (Dish), a U.S.-based direct broadcast
television company with some 14.2 million subscribers.) operates
10 satellites that provide fixed satellite and broadcast satellite
services.


EIF CALYPSO: S&P Withdraws 'B+' Rating on $800MM Sr. Secured Debt
-----------------------------------------------------------------
Standard & Poor's Rating Services withdrew its rating on EIF
Calypso LLC's $800 million in senior secured facilities at the
request of the project. "Before the withdrawal, we affirmed the
'B+' rating and revised the outlook to developing from negative,"
S&P stated.

The facilities consist of a $150 million revolver, a two-tranche
term loan of $260 million (tranche A amortizing and maturing 2014;
$174 million outstanding) and a $390 million (tranche B maturing
2019; $335.3 million outstanding).

"Before withdrawing the rating, we revised the outlook to
developing to reflect our opinion of the project's likely
creditworthiness based on the latest information the project
provided to us," said Standard & Poor's credit analyst Theodore
Dewitt.

The outlook revision reflected the potential for improved credit
from better operations at the Windsor power plant, which provides
a large share of EIF's cash flow, but there are potential negative
effects from weak merchant prices at other assets. "We did not
revise our '2' recovery score, based on our understanding of the
assets at the time of rating withdrawal," S&P added.


EVERGREEN ENERGY: Incurs $11.34-Mil. First Quarter Net Loss
-----------------------------------------------------------
Evergreen Energy Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $11.34 million on $100,000 of total operating revenue for the
three months ended March 31, 2011, compared with a net loss of
$8.23 million on $100,000 of total operating revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$33.50 million in total assets, $37.62 million in total
liabilities, and a $4.12 million total stockholders' deficit.

Ilyas Khan, Executive Chairman of Evergreen, stated: "During the
first quarter, Evergreen made significant progress on several
business development efforts.  Most notably, we signed the
memorandum of understanding with WPG Resources to establish a
joint venture to develop and commercialize K-Fuel throughout
Australia.  In addition, to support our development efforts, the
management team at Evergreen has put in place a prudent cost
management structure to ensure we are reducing operating costs
wherever possible while still investing in our future business
development initiatives.  We are building the infrastructure to
establishing a presence in key locations in Asia and Europe to
ensure we are well-positioned to take advantage of the many
applications for K-Fuel worldwide."

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

                         http://is.gd/L8Gn6D

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FORBES ENERGY: Moody's Upgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Forbes Energy Services Ltd.'s
(Forbes) Corporate Family Rating (CFR) to B3 from Caa1. Moody's
also assigned a Caa1 rating to the company's proposed offering of
$255 million senior notes due 2019 and a SGL-3 Speculative Grade
Liquidity rating. The proceeds from the senior notes will be used
to repurchase Forbes Energy Services LLC's (wholly owned
subsidiary of Forbes) 11% senior secured notes due 2015 and to
retire other outstanding debts. The CFR has been moved from Forbes
Energy Services LLC to Forbes and the senior secured notes Caa1
rating will be withdrawn following their full retirement. The
outlook is stable. These rating actions assume that the senior
notes issuance, senior secured notes retirement and the company's
new credit facility are completed as proposed and are subject to a
review of the final documents.

RATINGS RATIONALE

"The announced refinancing along with the planned $75 million
senior secured credit facility will improve Forbes' liquidity and
financial flexibility," commented Pete Speer, Moody's Vice-
President. "Despite the increase in debt due to the refinancing
cost, Moody's expects Forbes earnings to continue to increase,
resulting in stronger credit metrics by the end of 2011."

Forbes B3 CFR is supported by its large fleet of relatively new
workover rigs, with approximately 88% built within the last five
years. The company is directly benefiting from increasing
development of the Eagle Ford shale and the Permian Basin in its
home markets of South and West Texas due to strong oil and natural
gas liquids prices. The rating is restrained by Forbes' small size
and higher geographical concentration compared to the leading well
servicing competitors and high amount of long-term debt. The
company's earnings and cash flows are driven by the capital
spending patterns of independent exploration and production
companies, which fluctuate greatly in response to oil and natural
gas prices, access to capital markets and what geographic regions
and basins are being focused on for maintenance and development.

The SGL-3 rating is based on Moody's expectation that Forbes will
maintain adequate liquidity through mid-2012. Pro forma for the
senior notes offering, the company had approximately $29 million
of cash at March 31, 2011. Forbes expects to obtain a $75 million
senior secured asset-based revolver that will have pro forma
availability of $52.5 million. This should provide adequate
funding for the company's planned capital expenditures and working
capital needs for the remainder of 2011 and first half of next
year. Moody's notes that the company's sequential growth in
revenues and earnings over the course of 2010 consumed most of its
operating cash flow in working capital funding, demonstrating the
significant working capital intensity of its business.

The stable outlook is based on Moody's expectation that Forbes
gradual growth in sequential quarterly EBITDA continues, reducing
its leverage (Debt/EBITDA) below 4x by the end of 2011 while
maintaining adequate liquidity. If the company restrains its
capital expenditures in the upcycle and directs free cash flow to
debt reduction and increased cash liquidity, a positive outlook or
ratings upgrade could occur. Debt/EBITDA approaching 2x in an
upcycle earnings environment would be more supportive of a B2 CFR
given the company's size, market position and earnings
cyclicality. An increase in leverage metrics from pro forma levels
due to a failure to meet EBITDA forecasts and/or a rapid increase
in capital expenditures could result in a negative outlook or
ratings downgrade. A reduction in liquidity could also pressure
the ratings.

The Caa1 rating to the proposed $255 million senior notes reflects
both the overall probability of default of Forbes, to which
Moody's assigns a PDR of B3 (raised from Caa2), and a loss given
default of LGD 4 (64% changed from 34%). The senior notes are
unsecured and guaranteed by domestic subsidiaries on a senior
unsecured basis. The notes will be subordinate to the $75 million
senior secured credit facility. The size of this potential
priority claim results in the senior notes being rated one notch
beneath the B3 CFR under Moody's Loss Given Default (LGD)
Methodology. While the relatively new rig fleet provides
significant collateral coverage, the addition of a $75 million
senior secured revolver, the increase in debt in the capital
structure, and the lessened restrictions in the new senior notes
compared with the senior secured notes resulted in Moody's using
the standard 50% recovery rate in Moody's LGD analysis as opposed
to the 65% recovery rate used previously.

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

Forbes Energy Services Ltd. is a publicly traded workover rig and
related oilfield services company based in Alice, Texas.


FORBES ENERGY: S&P Gives 'CCC+' CCR; Places Rating on Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Alice, Texas-based Forbes Energy Services Ltd.
and placed the rating on CreditWatch with positive implications.
"At the same time we removed the corporate credit rating on Forbes
Energy Services LLC, a subsidiary of Forbes Ltd.," S&P related.

"We also assigned a preliminary 'B-' issue rating (one notch
higher than the corporate credit rating) to Forbes Ltd.'s proposed
$255 million senior unsecured notes. The recovery rating is 4,
indicating our expectation of average (30% to 50%) recovery in a
payment default," S&P noted.

The ratings on the existing $205 million second lien notes due
2015 ($192.5 million outstanding) remain unchanged. "We assume the
notes will be fully repurchased through a tender offer," S&P
continued.

"The positive CreditWatch listing reflects the potential for
significantly improved liquidity resulting from a proposed $75
million senior secured credit facility, contingent upon the sale
of the proposed $255 million senior unsecured notes," said
Standard & Poor's credit analyst Paul Harvey. The company will use
proceeds from the $255 million notes to help fund the tender offer
for the existing $192.5 million senior secured notes due 2015 and
$20 million first lien notes due 2014. "Following the close of the
transactions, we expect Forbes Ltd. to have cash and revolver
availability of about $80 million. If, for whatever reason,
priority debt of $30 million or more remains, the senior unsecured
recovery and preliminary issue ratings would be reassessed and
could be lowered," stated S&P.

"The rating actions also reflect the robust industry conditions
supporting Forbes' improved EBITDA and cash flow generation,"
added Mr. Harvey. "For the quarter ended March 31, 2011 EBITDA,
increased to about $20 million compared with only about $5 million
the previous year. As a result, we currently estimate that
adjusted debt leverage should be about 3.5x or less during 2011
from over 4.5x in 2010," S&P noted.

Nevertheless, improving credit quality is limited by Forbes still
high debt leverage and related interest expense burden. Forbes
remains susceptible to a market downturn given its aggressive debt
load and related costs.

Further, its limited market diversity leaves it exposed to a
downturn in the South Texas market or increased competition from
larger and better capitalized competitors such as Key Energy
Services or Nabors Industries Inc.

"We will resolve the CreditWatch listing on Forbes Ltd. and
finalize the preliminary ratings on the unsecured notes once the
proposed transactions have closed. We expect to update our
analysis within the next 60 to 90 days. At that time we expect to
raise the corporate credit rating on Forbes to 'B-', with a
positive outlook and to assign 'B-' senior unsecured and '4'
recovery ratings to the proposed $255 million note offering," S&P
stated.

The preliminary senior unsecured debt rating is based on the
successful tender for the remaining $205 million notes due 2015
($192.5 million outstanding as of March 31, 2011) and $20 million
first lien debt due 2014.


GENERAL MORTGAGE: Moody's Cuts IFS Rating to 'Ba1'
--------------------------------------------------
Moody's Investors Service has confirmed the debt ratings of
Genworth Financial, Inc. ("Genworth"; NYSE: GNW, senior debt at
Baa3), as well as the A2 insurance financial strength (IFS)
ratings of the company's primary life insurance operating
subsidiaries and the A1 IFS rating of Genworth Financial Mortgage
Insurance Pty Ltd. (Genworth Australia). In the same action,
Moody's lowered the IFS rating of Genworth Mortgage Insurance
Corporation and its supported affiliates (collectively, "GMICO"),
to Ba1 from Baa2. The rating actions conclude a review for
downgrade that was initiated on February 3, 2011. The outlook on
Genworth and all of its affiliates is negative.

Ratings Rationale

Holding Company and Life Operations

According to Scott Robinson, Senior Vice President: "The
confirmation of Genworth Financial and it's life insurance
operating subsidiaries reflects the strong holding company
liquidity position ($1.3 billion as of March 31, 2011), the
additional financial resources available ($1.5 billion of its
investment in the Canadian mortgage insurer), and the improvement
in the company's ability to manage through a life company stress
scenario. Furthermore, while there is still continued uncertainty
and downside risks with GMICO, the degree of support required from
the rest of the company in a stress scenario appears to be
manageable in the context of capital for Genworth overall." The
rating agency noted that the confirmation of the holding company's
ratings also reflects the expectation that Genworth will reduce
financial leverage (the company has publicly stated a target of
20% by year-end 2012) and maintain strong liquidity at the holding
company.

The life company remains well capitalized and has a leading
position in long term care insurance and a strong position in term
insurance, along with strong brand awareness. However, the weak
capital generation of the life entities over the past years has
limited their ability to help support holding company debt.
According to Robinson, "To improve the credit profile of the life
insurance subsidiaries, the company needs to strengthen
profitability on its core business lines such that they generate
excess regulatory capital that can help support holding company
needs on a recurring basis." Genworth's Baa3 senior debt rating is
4 notches lower than the A2 IFS ratings of the company's lead life
insurance. The notching differential between the main life
insurance operating entities and the holding company is greater
than the standard 3 notches typical for insurance groups, a
reflection of the lower credit profile and downside risks of the
US MI company.

US Mortgage Insurance (GMICO)

Moody's downgraded the ratings of GMICO and the other US mortgage
insurance subsidiaries from Baa2 to Ba1 to reflect higher losses
from Moody's revised loss projections. The deterioration reflects
continued high delinquency rates and reduced captive reinsurance
and loss
mitigation benefits. Under Moody's central scenario, GMICO's loss
coverage score is 1.36x, consistent with the expectation for high
Ba-rated credits.

The rating agency anticipates high claims payments in 2011- 2012
such that, absent new capital contribution and substantial new
business flows, GMICO's invested asset base could decline by 50-
60% over the period. Additionally, large operating losses are
likely to further pressure the firm's regulatory risk-to-capital
metric which was at 25.0x at the end of the first quarter of 2011.

Moody's added that continued, although modest, improvements in
portfolio performance trends are positive. GMICO's portfolio
delinquency rate fell from 13.7% at year end 2009 to 11.7% at end
of the first quarter of 2011. The rate of new delinquencies
declined from 4.7% to 3.5% over the same period. The company
continues to write high quality new mortgage insurance business.
Volume could increase as the FHA reduces its share of origination
and regulatory and counterparty forbearance is maintained.
However, weakness in the aggregate mortgage originations is a
concern.

The Ba1 rating for GMICO reflects continued meaningful implicit
financial support from the Genworth group as evidenced from recent
capital contributions.

The rating agency said the outlook for GMICO is negative because
of the continuing uncertainty and downside risk for significantly
higher levels of delinquencies and losses over the next few years.
Such a stress scenario would put greater capital demands on the
other operations and resources of Genworth, prompting the negative
outlook on the other insurance subsidiaries and holding company.

Non-US Mortgage Insurance

Moody's confirmed the A1 IFS rating of Genworth Australia as its
business continues to perform well, has a leading market share,
and remains profitable. Loss development remains within
expectations following the Reserve Bank of Australia's multiple
interest rate increases to curb inflationary pressures and slow
the pace of house price increases.

Genworth Australia relies, in part, on reinsurance credit from
GMICO to meet its regulatory capital requirements. While the
Australian regulator has not reduced the amount of eligible
reinsurance credit provided by the US MI, Genworth Australia has
taken proactive steps to reduce its reliance on the GMICO
reinsurance.

Genworth Mortgage Insurance (MI) Canada Inc., in which Genworth
reported a 57.5% ownership stake as of March 31, 2011, continues
to perform within expectations and report solid earnings. A recent
C$160 million share repurchase announcement by Genworth MI Canada
Inc. will provide a proportionate amount of additional capital
resource to Genworth's holding company.

Rating Drivers

According to Moody's, these could lead to a change in outlook to
stable from negative: the losses and capital requirements of the
stress case scenario for the U.S. MI operations are determined to
have a modest impact on the group, positive pressure on the
company's lead life companies (see Genworth Life Insurance Group
credit opinion for specific rating drivers), and improved
financial flexibility at the holding company. On the other hand,
these could result in a downgrade of the holding company's
ratings: a downgrade of the IFS ratings of the company's lead
operating mortgage and/or life companies and/or adjusted financial
leverage exceeding 30% and earnings coverage
falling below 2x on a sustained basis.

These ratings were confirmed with a negative outlook:

  -- Genworth Financial, Inc.- senior unsecured at Baa3, junior
     subordinated debt at Ba1(hyb), preferred stock at Ba2(hyb),
     senior unsecured shelf at (P)Baa3, subordinate shelf at
     (P)Ba1, preferred shelf at (P)Ba2, short-term debt rating
     for commercial paper at P-3

  -- Genworth Life Insurance Company-insurance financial strength
     rating at A2, short term insurance financial strength rating
     at P-1

  -- Genworth Life and Annuity Insurance Company-insurance
     financial strength rating at A2, short term insurance
     financial strength rating at P-1

  -- Genworth Life Insurance Company of New York-insurance
     financial strength rating at A2

  -- Genworth Global Funding Trusts-funding agreement-backed
     senior secured Medium-Term Note Program at (P)A2

  -- Genworth Global Funding Trusts 2006-C through E; 2007-A
     through C; 2007-3 through 4; 2008-1 through 2; 2008-5; 2008-
     7; 2008-9 through 49 - funding agreement-backed senior
     secured debt at A2

  -- Genworth Life Institutional Funding Trust-funding agreement
     backed senior secured debt at A2, senior secured Medium-Term
     Note Program at (P)A2

  -- General Repackaging ACES SPC, Series 2007-2; Series 2007-3;
     Series 2007-6; Series 2007-7-funding agreement-backed senior
     secured debt at A2

  -- Premium Asset Trust Series 2005-3-funding agreement-backed
     senior secured debt at A2

  -- Genworth Seguros de Credito a la Vivienda (Mexico)-insurance
     financial strength rating at Baa3, national scale insurance
     financial strength rating at Aa3.mx

  -- Genworth Financial Mortgage Insurance Limited-insurance
     financial strength rating at Baa3

  -- Genworth Financial Mortgage Insurance Pty Ltd. (Genworth
     Australia)-insurance financial strength rating at A1

These ratings were downgraded and now have negative outlooks:

  -- Genworth Mortgage Insurance Corporation-insurance financial
     strength rating to Ba1 from Baa2

  -- Genworth Residential Mortgage Insurance Corporation of NC-
     insurance financial strength rating to Ba1 from Baa2

  -- Genworth Financial, Inc., headquartered in Richmond,
     Virginia, reported shareholders' equity excluding AOCI of
     $12.5 billion as of March 31, 2011.

The principal methodologies used in rating Genworth were "Moody's
Global Rating Methodology for Life Insurers," published in May
2010
and "Moody's Global Rating Methodology for the Mortgage Insurance
Industry" published in February 2007.


GLC LTD: Court OKs James Burritt as Chief Restructuring Officer
---------------------------------------------------------------
Judge Jeffery P. Hopkins of the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, authorized GLC
Limited to employ James Burritt as chief restructuring officer,
nunc pro tunc the Petition Date.

In December 2010, the Debtor employed Mr. Burritt of MainStream
Management as its chief restructuring officer and to provide
it management and advisory services.  Pursuant to a resolution,
the Company's board of directors authorized Mr. Burritt to act on
behalf of the Debtor in its Chapter 11 case and in the operation
of the businesses of the Debtor.

Mr. Burritt, as Chief Restructuring Officer of the Debtor, will be
responsible for day-to-day executive management and operational
issues of the Debtor.  His duties and responsibilities will be
comparable to those typically held by a chief executive officer,
the Debtor said in court papers.  In addition, Mr. Burritt will be
responsible for evaluating the assets of the Debtor and
determining the method that will return the highest value to
creditors and the Debtor's chapter 11 estate.

Mr. Burritt will be paid an hourly fee of $315 and receive a
success fee equal to 2%, payable on the gross proceeds returned to
the creditors and other interested parties pursuant to a plan of
reorganization confirmed by the Court.  Mr. Burritt will also be
reimbursed for any necessary out-of-pocket expenses.

The maximum available fee to Mr. Burritt when combining the Weekly
Fee with the Success Fee will not exceed $10,000 per week.  He
will not be entitled to collect a Success Fee on any inventory
sales that occur on or after June 18, 2011.  Any fees earned or
due after June 18, 2011 will be paid on an hourly basis as a
Weekly Fee, subject to the $8,820 per week cap and pursuant to a
budget agreed to by the Official Committee of Unsecured Creditors.

Mr. Burritt assures the Court that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor's
estates.

Mr. Burritt, however, discloses that, through Mainstream, he
received a $30,000 retainer in connection with preparing for the
filing of the Debtor's bankruptcy case.  He also discloses that
within one year prior to the Petition Date, he received a total of
$52,921 as payment for prepetition fees and expenses.

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition. The Debtor
estimated its assets and debts at $10 million to $50 million.

Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the
Debtor's bankruptcy counsel.  The Official Committee of Unsecured
Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped
Morris, Manning & Martin, LLP, as counsel.


GGS INVESTMENTS: Court Wants Plan Documents Revised
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed George Shamoun, Jr.,
and Melinda Shamoun to revise the "Proposed Second Amended
Combined Plan and Second Amended Disclosure Statement of Jointly
Administered Affiliated Cases" the Debtors filed May 5, 2011.
Judge Tucker said he cannot grant preliminary approval of the
disclosure statement, citing a laundry list of problems the
Debtors must correct.  The revised documents, including a redlined
version of the documents, were due to be filed by May 16, 2011.  A
copy of Judge Tucker's May 12, 2011 Order is available at
http://is.gd/oFw1a9from Leagle.com.

George Shamoun, Jr., and Melinda Shamoun filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 10-66172) on Nov. 18, 2010.
The case is being jointly administered with the case of GGS
Investments Inc., dba Budget Auto Repair One (Bankr. E.D. Mich.
Case No. 10-75027).  GGS Investments listed under $1 million in
assets and debts in its petition, a copy of which is available at
http://bankrupt.com/misc/mieb10-75027.pdf


GREAT LAKES AVIATION: Posts $577,400 Net Loss in First Quarter
--------------------------------------------------------------
Great Lakes Aviation, Ltd., filed its quarterly report on Form
10-Q, reporting a net loss of $577,406 on $29.7 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $204,540 on $28.8 million of revenues for the same
period last year.

At March 31, 2011, the Company has $36.0 million of long-term debt
payments or debt maturity debt payments due in the next twelve
months.  At March 31, 2011, the largest portion of the Company's
long-term debt was held by the Company's principal creditor and
largest single shareholder, Raytheon Aircraft Credit Corporation.
The notes, which were used to finance the purchase of aircraft,
are secured by 25 Beechcraft 1900D aircraft and mature on June 30,
2011.  A $32.7 million balloon payment for all 25 aircraft notes
is due upon maturity of the notes.  The Company's senior note with
Raytheon, in the amount of $7.2 million at March 31, 2011, is
cross defaulted to the aircraft notes.  In order to satisfy these
obligations the Company will need to generate sufficient cash from
operations to repay the obligations, secure alternative sources of
financing with which to repay Raytheon, raise additional capital
sufficient to repay Raytheon, refinance the obligations with
Raytheon, or achieve a combination of any or all of the foregoing
to satisfy the terms of the aircraft notes.

As of May 10, 2011, the Company has not extended the terms of the
aircraft notes or secured alternative sources of financing to
satisfy these obligations.  The Company has not generated
sufficient cash from operations to be able to make a June 30, 2011
payment to Raytheon in the amount of $32.7 million.  Raytheon has
informed the Company that it does not intend to extend or
refinance the obligations due on June 30, 2011.

"In the event that the Company is unable to obtain new financing,
Raytheon may exercise remedies available to it, including the
foreclosure and taking of the 25 mortgaged aircraft and causing
the $7.2 million senior note to become due and payable," the
Company said in the filing.

The Company's balance sheet at March 31, 2011, showed
$81.1 million in total assets, $52.8 million in total liabilities,
and stockholders' equity of $28.3 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in Denver,
expressed substantial doubt about Great Lakes Aviation's ability
to continue as a going concern, following the Company's results
for 2010.  The independent auditors noted that the Company has
$38.4 million of debt payments and maturities due in 2011,
including a one-time payment in the amount of $32.7 million due on
June 30, 2011.  The independent auditors said that the Company's
cash flows from operations are not sufficient to fund these debt
obligations.

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

                       http://is.gd/Ym5Uag

Cheyenne, Wyo.-based Great Lakes Aviation, Ltd., is a a regional
airline operating as an independent carrier and as a code share
partner with United Air Lines, Inc., and Frontier Airlines, Inc.
As of May 10, 2011, the Company served 47 airports in 12 states
with a fleet of six Embraer EMB-120 Brasilia and 32 Raytheon/Beech
1900D regional airliners.


GUARANTY FINANCIAL: Plan of Liquidation Declared Effective
----------------------------------------------------------
BankruptcyData.com reports that Guaranty Financial Group's Second
Amended Joint Plan of Liquidation became effective, and the
Company emerged from Chapter 11 protection.

BData relates that pursuant to the Plan and order of the Court
confirming the Plan, as of the effective date, all shares of
common stock of Guaranty Financial Group were deemed cancelled.

Guaranty Financial received approval of its Chapter 11 plan at the
May 11 confirmation hearing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Guaranty Financial's plan barely received the
required two-thirds vote in four creditor classes.  Unsecured
creditors with $382 million in claims were told in the disclosure
statement to expect a recovery between 1% and 3%, or more if
lawsuits are successful.  Unsecured claims include $318 million
from trust preferred securities.

According to Mr. Rochelle, the Federal Deposit Insurance Corp., as
receiver for Guaranty Financial's failed banking unit, had
asserted it was entitled to tax refunds and asserted a claim for
$1.977 billion in capital contributions that should have been made
to the bank subsidiary.  The Plan resulted from a settlement
between the FDIC and the indenture trustee for noteholders.  The
FDIC will receive part of the remaining cash and all of the tax
refunds, which are estimated to be $3.49 million. Unsecured
creditors receive whatever is collected by a liquidating trust.

                    About Guaranty Financial

Dallas, Texas-based Guaranty Financial Group Inc. --
http://www.guarantygroup.com/-- was a unitary savings and loan
holding company.  The Company's primary operating entities were
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty
Financial filed for bankruptcy after the Guaranty bank was seized
by regulators and sent to receivership under the Federal Deposit
Insurance Corporation.  Before the bank was taken over, the
balance sheet of the holding company had $15.4 billion in assets
as of Sept. 30, 2008.

Guaranty Financial and its affiliates filed for Chapter 11 (Bankr.
N.D. Tex. Case No. 09-35582) on Aug. 27, 2009.  Attorneys at
Haynes & Boone, LLP, serve as the Debtors' bankruptcy counsel.
According to the schedules attached to its petition, the Company
disclosed $24.3 million in total assets and $323.4 million in
total debts, including $305.0 million in trust preferred
securities.


GULFSTREAM INT'L: Creditors Pursue Investigation of Top Executives
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that top executives at Gulfstream
International Group Inc.-- which is already battling shareholder
accusations that it misled investors about the dismal financial
reality behind the company's recently sold Florida airline --
could soon face other claims from creditors looking into whether
company officials improperly spent corporate money.

                 About Gulfstream International

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

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

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

On January, Bankruptcy Judge John K. Olson entered an order
authorizing Gulfstream to sell its business to an affiliate of
Chicago-based Victory Park Capital Advisors LLC.  Victory Park
bought Gulfstream in return for the $5 million DIP financing it
provided to the Debtor, agreed to pay Raytheon Aircraft Credit Co.
$18.7 million to buy the 21 Beechcraft 1900 D aircraft that
Gulfstream operates, and agreed to set aside a $600,000 fund to
pay professional fees.  Victory Park completed the purchase in
April


HCA HOLDINGS: Files Form 10-Q; Posts $334MM Net Income in Q1
------------------------------------------------------------
HCA Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $334 million on $8.05 billion of revenue for the quarter ended
March 31, 2011, compared with net income of $476 million on
$7.54 billion of revenue for the same period during the prior
year.

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

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

                        http://is.gd/ZDJR9Z

                           About HCA Inc.

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

                          *     *     *

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

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

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

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


HEALTH ADVENTURE: Has 18-Month Lease Offer From Pack Place
----------------------------------------------------------
John Boyle at Citizen-Times.com reports that The Health Adventure,
a children's museum and education center at the Pack Place, in
Asheville, North Carolina, has received approval from the
building's board of trustee to stay at the facility for 18 more
months.  The board though has required the Debtor to pay $1,000 a
month for the first 12 months, then $3,000 a month for the next
six months, as well as $15,000 in overdue assessments to remain in
the building, its home since 2002.

According to the report, some of the five partners in Pack Place,
particularly the Asheville Museum of Art, wanted the Health
Adventure out in nine months.   The art museum was pushing for a
shorter term as it was planning to take over Health Adventure's
space last year, when the children's museum was supposed to have
moved into a new site in Montford called Momentum.  When the
Health Adventure declared bankruptcy, that essentially ended the
ambitious plans for the new $25 million museum on a 10-acre site.

The Health Adventure, Inc., filed a petition for relief under
Chapter 11 (Bankr. W.D.N.C. Case No. 11-10299) on March 28, 2011,
represented by David G. Gray, Esq., at Westall, Gray, Connolly &
Davis, P.A., in Asheville, North Carolina.  In its schedules, the
Debtor disclosed $1,433,700 in assets and $4,272,158 in
liabilities.


HUGHES TELEMATICS: Amends Form S-3 for 2.4-Mil. Shares
------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No. 1 to Form S-3 registration
statement relating to the offer for sale by the existing holders
of the Company's common stock of 2,428,572 shares of the Company's
common stock, par value $0.0001 per share, including 1,000,000
shares of the Company's common stock issuable upon exercise of
warrants.

All of the shares of common stock offered by the prospectus are
being sold by the selling security holders.  It is anticipated
that the selling security holders will sell these shares of common
stock from time to time in one or more transactions, in negotiated
transactions or otherwise, at prevailing market prices or at
prices otherwise negotiated.  The Company will not receive any
proceeds from the sales of shares of common stock by the selling
security holders.  The Company has agreed to pay all fees and
expenses incurred by it incident to the registration of its common
stock, including SEC filing fees.  Each selling security holder
will be responsible for all costs and expenses in connection with
the sale of their shares of common stock, including brokerage
commissions or dealer discounts.

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "HUTC."  As of May 9, 2011, the closing sale
price of the Company's common stock was $3.25 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/xdO4rF

                      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.

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.

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.


INDIANA EQUITY: Sec. 341 Creditors' Meeting Set for June 16
-----------------------------------------------------------
The United States Trustee for Region 11 will hold a meeting of
creditors in the bankruptcy case of Indiana Equity Investments,
LLC, on June 16, 2011, at 1:30 p.m. at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, in Chicago, Illinois.

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

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

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, serves as the Debtor's bankruptcy counsel.  In its petition,
the Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Joseph Junkovic, the manager.  Mr. Junkovic filed for Chapter 11
case (Bankr. N.D. Ill. Case No. 10-55888) in 2010.


INDIANA EQUITY: Wants Schedules Filing Deadline Moved to June 9
---------------------------------------------------------------
Indiana Equity Investments, LLC, seeks more time to file its
Schedules of Assets and Liabilities, and Statement of Financial
Affairs.  Pursuant to Rule 1007 of the Federal Rules of Bankruptcy
Procedure, the Debtor was to file by May 19 its Schedules and
Statement.  However, the Debtor said it is in the process of
gathering all of the information necessary to complete its
Schedules and Statement.  The Debtor wants the deadline moved to
June 9.

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, serves as the Debtor's bankruptcy counsel.  In its petition,
the Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Joseph Junkovic, the manager.  Mr. Junkovic filed for Chapter 11
case (Bankr. N.D. Ill. Case No. 10-55888) in 2010.


INDIANA EQUITY: Can Use Rents to Fund Expenses Until Monthend
-------------------------------------------------------------
Indiana Equity Investments, LLC, sought and obtained limited
authority from the Bankruptcy Court to use rents from its
properties which serves as cash collateral of Federal National
Mortgage Association.  The Debtor requested the use of rents to
operate its properties and provide services to its tenants.

As of the petition date, Fannie Mae asserts that the Debtor owes
it no less than $8.189 million in mortgage loans.  Fannie Mae
acquired the loans from the original lender, Arbor Commercial
Funding LLC.

Fannie Mae objected to the Debtor's request, citing four grounds:

     -- It is unclear whether the expenses to be paid under the
proposed Cash Collateral Budgets are actually expenses of the
Debtor or expenses of the Debtor's managing member Midwestern
Equities, LLC;

     -- The Debtor should not be permitted to "bank" excess cash
collateral from month to month while refusing to make any
adequate protection payments to Fannie Mae;

     -- The Budgets include certain inappropriate expenses,
including monthly "Ownership Payroll" for the Debtor's key
principals and "Management Payroll" for the self-managed Debtor;
and

     -- The Motion fails to adequately protect Fannie Mae.

Pursuant to the Court's First Interim Cash Collateral Order, the
Debtor obtained permission to use the rents solely to pay
expenditures for the period from the petition date up to and
including May 31.  The First Interim Order provides Fannie Mae
with adequate protection for any diminution in value of its
collateral as a result of the Debtor's use.

The Court will hold a final hearing on the use of rents on May 31.
The Debtor will provide Fannie Mae with a 90-day budget.

Fannie Mae is represented in the case by:

          Jill L. Nicholson, Esq.
          Joanne Lee, Esq.
          FOLEY & LARDNER LLP
          321 North Clark Street, Suite 2800
          Chicago, IL 60654
          Tel: 312-832-4500
          Fax: 312-832-4700
          E-mail: jnicholson@foley.com
                  jlee@foley.com

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, serves as the Debtor's bankruptcy counsel.  In its petition,
the Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Joseph Junkovic, the manager.  Mr. Junkovic filed for Chapter 11
case (Bankr. N.D. Ill. Case No. 10-55888) in 2010.


INNOLOG HOLDINGS: Amends 2010 Quarterly Reports to Correct Errors
-----------------------------------------------------------------
Innolog Holdings Corporation's Principal Executive Officer,
Principal Financial Officer and the Chairman of the Company's
Audit Committee concluded that the Company's previously issued
consolidated financial statements for the three months ended
March 31, 2010, the six months ended June 30, 2010, and the nine
months ended Sept. 30, 2010, should no longer be relied upon.  The
consolidated financial statements for the three months ended
March 31, 2010, and for the six months ended June 30, 2010, were
included in amendments to our Current Report on Form 8-K which was
originally filed with the Securities and Exchange Commission on
Aug. 16, 2010.  The amendments were filed with the Securities and
Exchange Commission on Aug. 16, 2010, and Oct. 15, 2010,
respectively.  The consolidated financial statements for the nine
months ended Sept. 30, 2010, were included in the Company's
Quarterly Report on Form 10-Q, which was filed with the SEC on
Nov. 22, 2010.  The errors in the consolidated financial
statements include the following:

   (i) The notes payable are understated by $359,405;

  (ii) Expenses incurred by related parties on behalf of Innolog
       Holding Corporation were misstated; and

(iii) Dividends to Innolog's former sole stockholder were
       misstated.

Below is the comparison of net losses for the three periods:

                    Restated           Originally
Quarter            Amounts             Reported
-------            --------           ----------
March 31, 2010     $640,138            $436,043
June 30, 2010      $368,059            $553,772
Sept. 30, 2010     $4,247,109          $4,432,622

The restated balance sheet at Sept. 30, 2010, showed $1.18 million
in total assets, $8.09 million in total liabilities and a $6.91
million total stockholders' deficit, compared with $1.18 million
in total assets, $7.73 million in total liabilities and a $6.55
million total stockholders' deficit.

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

                        http://is.gd/o7nE4k

In a separate filing, the Company informed the SEC that it will be
late in filing its quarterly report on Form 10-Q for the period
ended March 31, 2011.  The Company said it does not yet have all
the information it needs to complete the preparation of its
financial statements.

                      About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

The Company's balance sheet at Sept. 30, 2010, showed $1.19
million in total assets, $7.74 million in total liabilities,
all current, and a stockholders' deficit of $6.55 million.

"The Company has sustained substantial operating losses in the
prior year and increasing losses in the current periods, and has a
stockholders' deficit of $6.54 million and $2.49 million at
Sept. 30, 2010, and Dec. 31, 2009, respectively," the
Company said in its Form 10-Q for the quarter ended Sept. 30,
2010.  "There are many delinquent claims and obligations, such as
payroll taxes, employee income tax withholdings, employee benefit
plan contributions, loans payable and accounts payable, that could
ultimately cause the Company to cease operations."


INOVA TECHNOLOGY: Completes $515,000 Network Solutions Projects
---------------------------------------------------------------
Inova Technology has completed another $515,000 worth of network
solutions projects for Lamesa ISD and San Eli ISD.

"Inova Technology has the largest backlog in its history as the
company moves towards the busiest part of the fiscal year," said
CEO, Mr. Adam Radly.  "The company has also bid on numerous
additional projects and expects to report the results of those
bids during May 2011."

The company receives projects in two stages: The first stage
involves being awarded the project and the second stage involves
getting approved funding for the project. Projects that form part
of the company's backlog are projects that are both awarded and
funded.

Inova previously announced that its revenue for the nine months
ended January 2011 was up by 32%, compared to the same period a
year ago.  The company also previously announced that it paid down
$600,000 of debt in February 2011.

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at Jan. 31, 2011, showed
$10.39 million in total assets, $16.32 million in total
liabilities, and a $5.93 million stockholders' deficit.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTEGRATED FREIGHT: Completes Acquisition of Cross Creek
--------------------------------------------------------
Paul Henley, CEO of Integrated Freight Corporation said in a
letter to investors that over the last two months it completed its
acquisition of Cross Creek Trucking, a Medford, Oregon-based
refrigerated freight hauler.  In operation since 1986, Cross Creek
will add over 115 late model tractors, 170 refrigerated trailers,
and 30 dry trailers to the Integrated Freight fleet, along with
2010 revenues of approximately $28M.

                              Triple C

Integrated Freight that last December, Triple C Transport's former
owner and general manager initiated Chapter 11 bankruptcy
proceedings for two of his companies, White Farms Trucking and
Craig Carrier Corporation.  These companies owned the tractor and
trailer equipment that Integrated Freight's subsidiary, Triple C
Transport, leased for its trucking operations.

Recently, as a result of the Chapter 11 filing, the bankruptcy
court ordered the return of this leased equipment.  Current Triple
C management has complied with the court's order and has leased a
small amount of operating equipment as a replacement.  IFCR has
secured local counsel to protect its interests through the former
owner's bankruptcy proceedings and to recover any ongoing losses
that may result from this situation, including a rescission of
Integrated Freight's original stock purchase agreement with the
previous owners of Triple C Transport.

"We believe that rescission will not have a materially negative
impact on our financial performance going forward.  However, we
will not be able to take advantage of many of the additional
opportunities provided by this acquisition that we had originally
envisioned at the time of its closing until this situation is
rectified," Integrated Freight said.

                       About Integrated Freight

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

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

                          *     *     *

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

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


INTERNATIONAL LEASE: Moody's Affirms 'B1' CFR; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service affirmed International Lease Finance
Corporation's ratings (B1 Corporate Family Rating) and revised
its rating outlook to positive. Moody's also changed the rating
outlooks assigned to Delos Aircraft Inc., ILFC E-Capital Trust I,
and ILFC E-Capital Trust II to positive.

Ratings Rationale

Moody's said the change in rating outlook reflects ILFC's progress
restructuring liabilities, improving liquidity, and reducing
leverage. ILFC's achievements in this regard over the past five
quarters, together with its strong competitive positioning,
provide the basis for the firm to continue its funding transition
and credit quality improvements. Tempering this view, Moody's
believes that ILFC faces challenges relating to lease margin
improvements and generating attractive returns on a sustainable
basis as operating conditions evolve.

"Over the next twelve to eighteen months, our normal outlook
horizon, Moody's expects to see further liquidity and funding
improvements at ILFC," said Moody's senior analyst Mark Wasden.
"The firm's performance over that time frame should also provide
additional insight into its ability to solidify acceptable margins
and returns."

ILFC strengthened its credit profile by extending its debt
maturities and lengthening its liquidity runway. So far this year,
ILFC put into place a $2 billion unsecured revolving line of
credit to provide liquidity backup and closed a $1.5 billion term
loan to prefund upcoming maturities. Moody's believes that ILFC's
liquidity and liability management actions have materially reduced
its intermediate term liquidity risk.

By repaying debt, ILFC also reduced leverage, building a capital
cushion to absorb potential asset quality and performance
weakness. Moody's anticipates that ILFC will continue to reduce
leverage in the intermediate term to a more appropriate level.
However, ILFC must effectively balance lower leverage with the
ability to generate an acceptable return on equity.

ILFC's operating cash flows have shown resilience during the
downturn, considering the gradually increasing average age of its
aircraft fleet, asset sales, and the effects of the industry
downturn on airline credit quality, aircraft demand, and lease
rates. However, ILFC faces potential challenges relating to the
effect of fuel costs and economic conditions on air travel volumes
and aircraft demand, airline lessee financial health and operating
performance, and heightened competition.

ILFC's composite borrowing rate is also increasing, though lower
debt levels partially offset the effect of this on lease margin.
Additionally, ILFC's credit spreads have declined over the past
year, providing potential opportunity for the firm to refinance
debt at a cost that is less dilutive to its margins. Because of
its size and recurring need for capital, for ILFC to maintain
reliable access to multiple sources of market funding it must
generate reasonably predictable and acceptable cash flows and
returns.

ILFC's rating is supported by its position as an industry leader
in aircraft finance, its fleet of relatively recent vintage,
widely utilized aircraft, and its diverse global customer
relationships. ILFC's new aircraft orders are speculative, though
it is generally able to place airplanes into committed leases well
in advance of delivery. As a credit concern, ILFC's aircraft
deliveries could become an increasing liquidity consideration over
time as aircraft it has ordered enter production and near delivery
dates.

ILFC's rating formerly incorporated a one-notch uplift based on
Moody's expectation that parent AIG would provide sufficient
support for ILFC to maintain a minimum B1 level of
creditworthiness. Because ILFC has strengthened its stand alone
credit profile, the B1 rating no longer relies on an assumption of
AIG support.

Moody's could consider upgrading ILFC's ratings if the firm makes
further progress aligning its debt maturity profile with operating
cash flows, sustains lease margin improvements during the
developing economic and industry recovery, and manages leverage
(adjusted debt/common equity) to below 2.5x while achieving and
sustaining an attractive return for its owners.

In its last ILFC rating action dated December 2, 2010, Moody's
assigned a B1 rating to ILFC's $1 billion senior unsecured notes,
due 2020.

The principal methodology used in rating ILFC is Analyzing the
Credit Risks of Finance Companies dated October 2000, which can be
found at www.moodys.com in the Rating Methodologies sub-directory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating these
issuers can also be found in the Rating Methodologies sub-
directory.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


INTERPUBLIC GROUP: S&P Ups CCR to 'BB+' on Operating Momentum
-------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term corporate
credit rating on Interpublic Group of Cos. Inc. (IPG) to 'BB+'
from 'BB', and removed the ratings from CreditWatch, where they
were originally placed with positive implications on March 31,
2011. The outlook is stable.

"We also raised our issue-level ratings on IPG's debt in
accordance with our upgrade of the corporate credit rating. These
ratings were also removed from CreditWatch. The recovery ratings
on these debt issues remain unchanged," S&P stated.

"The upgrade reflects our expectation that IPG will continue to
gradually improve profitability metrics in 2011 based on our
assumption of mid-single-digit percent organic revenue growth and
ongoing cost management," said Standard & Poor's credit analyst
Michael Altberg.

Further upgrade potential will be based on additional progress
toward peer levels, continued broad-based profitability gains
across business segments, and further reduction of fully adjusted
leverage, which was slightly high for investment grade as of March
31, 2011, at 3.9x. "Derailment of the economic and
advertising/marketing recovery (which we believe would weaken IPG
and peers) or lack of sustained momentum in business wins could
delay additional ratings upside," S&P stated.

The stable rating outlook reflects Standard & Poor's expectation
of further organic revenue growth and gradual margin expansion in
2011, and continued strong liquidity despite increased shareholder
returns and potential acquisitions.


INTERTAPE POLYMER: Incurs $41,000 Net Loss in March 31 Quarter
--------------------------------------------------------------
Intertape Polymer Group Inc. reported a net loss of US$41,000 on
US$192.62 million of revenue for the three months ended March 31,
2011, compared with a net loss of US$4.75 million on US$173.12
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
US$493.55 million in total assets, US$345.44 million in total
liabilities, and US$148.11 million shareholders' equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/4CItY9

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


INVENTIV HEALTH: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of inVentiv Health
Inc., including the B2 Corporate Family Rating, under review for
possible downgrade following the announcement that the company
will acquire PharmaNet Development Group (B3, stable) from JLL
Partners. The acquisition is expected to close on or around June
30, 2011. Financial terms of the acquisition were not disclosed.

These ratings were placed under review for possible downgrade:

   -- B2 Corporate Family Rating

   -- B2 Probability of Default rating

   -- $75 million Senior Secured Revolver due 2015, Ba3

   -- $525 million Senior Secured Term Loan due 2016, Ba3

   -- $105 million Senior Secured Term Loan due 2016, Ba3

   -- $210 million delayed draw Term Loan due 2016, Ba3

   -- $160 million Unsecured notes due 2018, Caa1

   -- $275 million Unsecured Notes due 2018, Caa1

The Speculative Grade Liquidity Rating of SGL-2 remains unchanged
at this time. However, Moody's will reevaluate the rating as more
details around the financing become available.

The initiation of the review is based on the aggressive pace of
acquisitions and the likelihood that inVentiv will have to
increase debt in order to fund the purchase of PharmaNet. This
will be the third material acquisition that inVentiv has announced
since the beginning of 2011. The company completed the purchase of
Campbell Alliance Group in February 2011 and should close the
acquisition of i3 Global within the next month or so. InVentiv is
raising debt by approximately $475 million to fund these two
acquisitions.

Given inVentiv's limited cash balance and revolver availability at
March 31, 2011, Moody's believes the company will seek incremental
debt financing to acquire PharmaNet. On January 28 2011, Moody's
affirmed the ratings of inVentiv in connection with the Campbell
Alliance and i3 acquisitions and cited pro forma adjusted debt to
EBITDA of approximately 6.0 times. A further increase in debt to
fund PharmaNet could result in adjusted leverage that is no longer
appropriate for a B2 Corporate Family Rating.

The rating review will consider primarily the financing for the
acquisition and the resulting pro forma credit metrics, including
leverage, interest coverage and cash flow to debt. Moody's will
also consider other factors in Moody's rating review including;
the strategic fit of PharmaNet, potential synergies, integration
risk and liquidity.

The principal methodology used in rating inVentiv Health Inc. was
the Global Business & Consumer Service Industry Rating 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.

inVentiv, headquartered in Burlington, MA, is a leading provider
of outsourced services to the pharmaceutical, life sciences and
healthcare industries. inVentiv provides a broad range of clinical
development, communications and commercialization services to
clients to assist in the development and commercialization of
pharmaceutical products and medical devices. For the twelve months
ended March 31, 2011, the company reported approximately $1
billion in net revenues. In August 2010, inVentiv was taken
private by Thomas H. Lee Partners and Liberty Lane Partners in a
transaction valued at $1.1 billion.


JARED BLUHM: Files for Chapter 7 in St. Paul
--------------------------------------------
The Star Tribune reports that Jared Dean Bluhm Sr., as surety for
Bluhm Brothers Inc., in 1017 Howell St. S., St. Paul, Minnesota,
filed a Chapter 7 bankruptcy petition (Case No. 11-33146) on
May 10.  It disclosed $248,401 in assets and $1,033,286 in
liabilities as of the bankruptcy filing.


JOHENE EGGERT: Judge Wants Plan Documents Amended
-------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Robert M. Eggert, and
Johene L. Eggert to amend the Combined Plan and Disclosure
Statement they filed May 6, 2011.  Judge Tucker said he cannot
grant preliminary approval of the disclosure statement, citing a
laundry list of problems the Debtors must correct.  The amended
plan documents, as well as a redlined version of the plan
documents, were to be filed no later than May 17, 2011.  A copy of
the Court's May 12, 2011 Order is available at http://is.gd/BAAHmz
from Leagle.com.

Robert M. Eggert and Johene L. Eggert filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 11-40655) on Jan. 11, 2011.


LA JOLLA: Has 4.01 Million Common Shares Issued and Outstanding
---------------------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 10, 2011, it
had converted approximately 11 shares of Series C-1 1 Convertible
Preferred Stock into 1,848,996 shares of common stock.  Following
these conversions, the Company had a total of 4,014,327 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.


LEHMAN BROTHERS: Ruling on Barclays/LBI Trustee Dispute Postponed
-----------------------------------------------------------------
Judge James Peck declined to rule on the dispute between Barclays
Plc and the trustee overseeing the liquidation of Lehman Brothers
Holdings Inc.'s U.S. brokerage business at a May 9 hearing, the
Daily Bankruptcy Review reports.

The parties' dispute stems from Barclays' 2008 acquisition of
LBHI's North American brokerage business.  LBHI sued Barclays in
November 2009, alleging that the 2008 sale was structured to
allow Barclays to get a windfall profit in the sum of $8.2
billion.  Barclays subsequently filed a countersuit claiming some
$3 billion in certain assets.

After conducting a trial that spanned about seven months, Judge
Peck entered an order on February 22, 2011, holding that the 2008
transaction was fair even as the sale process was imperfect.  He,
however, left it to the parties to work out who gets what from
the disputed assets.  The assets in dispute include over $4
billion in margin assets, more than $2 billion in clearance box
assets, and $769 million in customer reserve accounts.

Thus, as of press time, the Lehman trustee and Barclays are still
fighting over who has rights to the margin assets, which refer to
deposits held to back trades.

The Lehman trustee thinks the February 22 decision entitles it to
about $4 billion of the margin assets.  He is thus seeking court
approval to collect $2.1 billion from Barclays and to go after
about $1.9 billion more being held by third parties.

Barclays, however, asserts Lehman is entitled to a much lesser
amount.  Barclays argued that it inherited about $6 billion in
liabilities when it agreed to take on Lehman's proprietary cash
margin held at clearing houses, Reuters relates.  The UK bank
maintained that even if that figure is offset by $5 billion in
other assets related to 2008 sale, a $1 billion offset is still
in order, according to Reuters.

The Lehman trustee countered that any liabilities associated with
the cash margin were already Barclays' responsibility by virtue
of the UK bank's agreement to buy the Lehman broker unit, Reuters
says.

Barclays also argued at the May 9 hearing that some of the assets
in the margin account were government securities rather than
cash, and therefore could stay with Barclays, the Daily
Bankruptcy Review points out.

Judge Peck balked at Barclays' argument, castigating the bank for
not raising that matter at trial.  "The issues surrounding margin
are not really tied to the margin of government securities . . .
[t]hat seems to be a brand new argument by Barclays," Reuters
quoted Judge Peck as saying.

Judge Peck held off on a final decision on whether Barclays'
arguments are compelling enough to reverse his February 22
decision that Lehman is entitled to the margin assets, Reuters
notes.  He said the issue will need "some thought" and added that
another hearing date will be set for it, according to Bloomberg
News.

Judge Peck also held off ruling on whether the Lehman trustee is
entitled to interest on the margin account, but appeared to lean
towards ruling against the Lehman trustee's contention that
Barclays should pay it about 9% interest from the time the margin
assets went to Barclays, the Daily Bankruptcy Review relates.

           Barclays to Get $1.1-Bil. from Lehman Trustee

Barclays and the Lehman trustee settled one key difference before
the May 9 hearing, with the trustee agreeing to pay the U.K. bank
$1.1 billion from the so-called clearance box assets that were
worth $869 million at the time the U.K. bank bought the Lehman
brokerage firm, the Daily Bankruptcy Review relates.

The Lehman trustee originally asserted it owed only $869 million,
but Barclays insisted that the value of some of the securities
had gone up to well over $1 billion and that it should receive
much of that value, The Financial Times states.

While the two sides agreed on a final figure of $1.1 billion,
lawyers still found room for debate on what the figure
represents, Reuters cites.  An attorney for the Lehman trustee
framed it as comprising the $869 million damages figure plus
interest while Barclays said it represented the appreciated value
of the underlying assets, Reuters notes.  Judge Peck made no
ruling on the parties' agreement with respect to the clearance
box assets but said he is not opposed to its terms, Bloomberg
News relays.

          LBHI's Intent to File Summary Judgment Motion
                  on Breach of Contract Claim

Before the May 9 hearing, LBHI counsel sent Judge Peck a letter
raising two issues on four claims asserted in LBHI's adversary
complaint that were not addressed at the 2010 trial of the suit.

In the April 29, 2011, letter, Robert Gaffey, Esq., at Jones Day,
in New York, disclosed that LBHI has proposed a stipulation to
Barclays, which provides that three of the four remaining LBHI
claims will be deemed dismissed in light of the trial record and
the Court's Feb. 22 Opinion.  As to the last remaining LBHI claim
for breach of contract, LBHI related that it intends to file a
summary judgment motion, based on undisputed facts and
determinations made by the Court in the Feb. 22 Opinion,
demonstrating that Barclays has breached its bonus payment
obligations under the Asset Purchase Agreement.

Accordingly, LBHI sought that the May 9 hearing be treated as a
pre-motion conference on its intent to file a summary judgment
request shortly thereafter.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Creditors Committee Nominated as Designated Party
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc. is seeking a court order confirming its appointment
as the designated party for all purposes in connection with the
discovery process related to the confirmation of Lehman Brothers
Holdings Inc.'s Chapter 11 plan of reorganization.

"The Creditors' Committee is the logical and best choice for this
responsibility because appointing the Creditors' Committee will
ensure continuity and that a compensated fiduciary manages this
process," Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy
LLP, in New York, said in a notice of nomination filed with the
Court.

The Creditors' Committee was nominated by Lehman Brothers Inc.'s
trustee and more than 30 creditors, which include Citigroup Inc.
and Deutsche Bank AG, to serve as Designated Party.  The group
nominated the Creditors' Committee in accordance with the Court's
April 14, 2011 order, which authorized LBHI to implement uniform
discovery procedures related to the confirmation of its
restructuring plan.

In a related development, LBHI and the Creditors' Committee agree
that the deadline for filing preliminary document requests to the
Debtors pursuant to the Plan Discovery Order will be May 19,
2011.  Deadline for the Debtors to make available "Preliminary
APP Requests" and the "Preliminary Participant Requests" pursuant
to the Plan Discovery Order is also extended to May 19, 2011.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Proposes $861-Mil. Deal with JPMorgan
----------------------------------------------------------
James W. Giddens, as Trustee for the SIPA liquidation of Lehman
Brothers Inc., ask the Court to approve a settlement and
compromise he negotiated with JPMorgan Chase Bank, N.A., J.P.
Morgan Securities LCC, formerly known as J.P. Morgan Securities,
Inc., and J.P. Morgan Clearing Corp.

Prior to September 22, 2008, JPMorgan served as the principal
clearing bank for LBI for a variety of securities transactions.
JPMorgan maintained numerous accounts for LBI through which it
processed billions of dollars of cash and securities transactions
generated by LBI's operations, and provided tens of billions of
dollars of intraday loans to LBI on a daily basis to fund its
clearance operations.

As a result of a series of investigations, the SIPA Trustee
discovered various potential claims against JPMorgan, which the
Bank disputes.

The settlement, according to court papers, would secure the
return of more than $800 million of cash and securities that the
SIPA Trustee has identified as customer property, including $755
million in cash and $106 million in securities (valued as of
September 19, 2008), to the Trustee for distribution to customer
claimants in the SIPA proceeding.

The proposed settlement is consistent with the SIPA Trustee's
statutory mandate, and JPMorgan's willingness to settle the
dispute is consistent with JPMorgan's course of cooperation
concerning the return of customer property, James B. Kobak, Jr.,
Esq., at Hughes Hubbard & Reed LLP, in New York, tells the Court.

"T[he] [settlement] is a milestone in the administration of the
LBI estate to recover assets to pay customer claims," Law 360
quotes Mr. Giddens as saying.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Proposes Levine Lee as Special Counsel
-----------------------------------------------------------
Lehman Brothers Inc.'s trustee has sought court approval to
retain Levine Lee LLP as his special counsel effective May 1,
2011.

The trustee proposed to retain Levine Lee in order for him to
continue to receive legal counsel from Kenneth Lee, Esq., a
member of the firm, on matters related to claims asserted by and
against Lehman Brothers Holdings Inc. and its affiliated debtors.
The firm will coordinate with Hubbard & Reed LLP, the trustee's
lead counsel, in the rendition of its services.

Mr. Lee was a former partner at Hubbard & Reed where he served as
one of the trustee's principal counsel on matters related to the
Lehman claims.

The proposed retention will be limited to Mr. Lee and will not
involve others at Levine Lee, according to the trustee's lawyer,
James Kobak Jr., Esq., at Hughes Hubbard.

The trustee proposed to pay Mr. Lee for his services at an hourly
rate of $695 and to reimburse him for his expenses.

The Court will consider approval of the proposed retention at the
May 18, 2011 hearing.  The deadline for filing objections is May
11, 2011.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Giants Stadium Wants Leave to Conduct Discovery
----------------------------------------------------------------
Giants Stadium LLC seeks leave from the Court to conduct
discovery on Lehman Brothers Inc. and Lehman Brothers Special
Financing Inc. pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  Giants Stadium specifically asks the Court
to direct Debtors to respond to document requests and provide for
examination of the Debtors' representative who is most
knowledgeable in the Debtors' derivative valuation methodology as
well as information concerning all transactions the Debtors may
have entered into in order to offset the risk of ISDA
transactions.

Giants Stadium is represented by:

   Bruce E. Clark, Esq.
   SULLIVAN & CROMWELL LLP
   125 Broad Street
   New York, New York 10004
   Telephone: (212) 558-4000
   Facsimile: (212) 558-3588

                         Debtors Object

The Debtors urge the Court to deny Giants Stadium's discovery
request, saying it is "inappropriate" and "unnecessary."

In a court filing, Richard Slack, Esq., at Weil Gotshal & Manges
LLP, in New York, relates that the Debtors' Rule 2004 discovery
regarding Giants Stadium's claims and the related derivative
contracts is ongoing and that the conclusion of the examination
of those claims may result in no objection to the allowance of
those claims.

"If the Debtors' review of Giants Stadium's derivatives contracts
results in allowance of Giants Stadium's claims, the examination
sought by Giants Stadium would be a complete waste of estate
resources," Mr. Slack states in court papers.

Mr. Slack also points out that the Debtors are still in the
process of reviewing unresolved derivative contracts with
thousands of counterparties.  He argues that allowing those
counterparties to take "broad and intrusive" Rule 2004 discovery
of the Debtors before the filing of objections to allowance of
claims or the filing by Debtors of adversary proceedings would be
burdensome and expensive.

The Debtors' objection drew support from the Official Committee
of Unsecured Creditors.

In court papers, the Creditors Committee asserts that since
Giants Stadium has filed its proofs of claim, it should not be
permitted to take discovery of the Debtors unless and until the
Debtors object to its claim, after which Giants Stadium would be
entitled to discovery through the claims reconciliation process.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LPATH INC: Incurs $1.64 Million Net Loss in First Quarter
---------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.64 million on $2.77 million of total revenues for the three
months ended March 31, 2011, compared with net income of $659,471
on $4.07 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed $22.51
million in total assets, $20.90 million in total liabilities and
$1.61 million in total stockholders' equity.

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

                       http://is.gd/g50wHu

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


MACY INC: S&P Raises CCR From 'BB+' on Robust Performance
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cincinnati-based Macy's Inc. to 'BBB-' from 'BB+'. "At
the same time, we raised the issue-level rating on the company's
unsecured notes to 'BBB-' from 'BB+'. The outlook is stable," S&P
related.

"The upgrade, which returns the rating to investment grade after
an approximate two-year gap, reflects the company's continued
robust performance," said Standard & Poor's credit analyst David
Kuntz, "and a significant moderation of its historically
aggressive financial policy with targets that are now commensurate
with an investment-grade rating."

"Another factor is our expectations for further strengthening of
the company's credit protection metrics over the intermediate term
because of operational growth and debt repayment," S&P said.

"The ratings on Macy's reflect its continued good performance over
the past year and our that it is likely to build on these gains
over the near term," added Mr. Kuntz. "Additionally, the company
has moderately improved its credit protection measures over the
past year through debt reduction and operational growth. We
believe this trend likely will continue over the near term as the
company uses cash on hand for upcoming debt maturities."


MAGNA ENTERTAINMENT: Chickasaw Nation Takes Lone Star Park
----------------------------------------------------------
Murray Evans at The Associated Press reports that after waiting
for almost three years, a subsidiary of Chickasaw Nation signed
the final documents to take over ownership of Lone Star Park in
Grand Prairie, Texas.  Global Gaming LSP LLC paid $47.8 million to
buy the track from Magna Entertainment Corp.  The group previously
bought another track, Remington Park in Oklahoma City, for
$80.25 million.

                 About Magna Entertainment Corp.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MAJESTIC CAPITAL: Wants Until May 27 to File Schedules
------------------------------------------------------
Majestic Capital, Ltd., et al., are asking the Hon. Cecelia G.
Morris of the U.S. Bankruptcy Court for the Southern District of
New York to extend their deadline to file their schedules until
May 27.

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.


MARKET STREET: Seeks to Hire Eskew Dumez Ripple as Architects
-------------------------------------------------------------
Market Street Properties, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
employ Eskew Dumez Ripple/Manning Architects as architects.

Eskew+Dumez+Ripple is a design-driven studio based in New Orleans
which produces diverse projects in architecture and planning.

Eskew will provide the Debtor with presentations of master plans
for the development of the Debtor's properties, such as an
approximately 500,000 square foot power plant, two substations and
three parcels of vacant land.  In particular, Eskew will assist
the Debtor in presenting plans at scale the International
Convention of Shopping Centers in Las Vegas, Nevada, and in
development of final master plans thereafter.

Eskew will be paid a flat fee of $320,000 for the services
described in the Professional Services Agreement. In addition to
the flat fee, the Debtor and Skew anticipate that in order to
provide necessary traffic and transportation planning, Eskew will
be required to pay a fee to a sub-consultant, Urban Systems, a
total amount of $156,500 and that the Debtor will reimburse Eskew
for such amount.  Additionally, the Profession Services Agreement
contemplates that Eskew will be reimbursed for all expenses
incurred by it in connection with the services provided, including
identifiable expenses that would not have been incurred except for
the engagement on behalf of the particular client.

To the best of the Debtor's knowledge, Eskew does not hold any
interest adverse to the Debtor or the Debtor's estate.

                  About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company reported
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.


MEDCLEAN TECHNOLOGIES: Files Form S-1 for 400-Mil. Shares
---------------------------------------------------------
MedClean Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale of up to 400,000,000 shares of the Company's common
stock, par value $0.0001 per share by the selling security
holders, which are Put Shares that the Company will put to
Southridge pursuant to the Equity Credit Agreement.

The Equity Credit Agreement with Southridge provides that
Southridge is committed to purchase up to $15,000,000 of the
Company's common stock.  The Company may draw on the facility from
time to time, as and when we determine appropriate in accordance
with the terms and conditions of the Equity Credit Agreement.

Southridge is an "underwriter" within the meaning of the
Securities Act in connection with the resale of our common stock
under the Equity Credit Agreement.  No other underwriter or person
has been engaged to facilitate the sale of shares of the Company's
common stock in this offering.  This offering will terminate 36
months after the registration statement to which the prospectus is
made a part is declared effective by the SEC.  Southridge will pay
the Company 95% of the average of the lowest closing bid price of
the Company's common stock reported by Bloomberg, LP, in any two
trading days, consecutive or inconsecutive, of the five
consecutive trading day period commencing the date a put notice is
delivered.

Th Company will not receive any proceeds from the sale of these
shares of common stock offered by the Selling Security Holders.
However, the Company will receive proceeds from the sale of its
Put Shares under the Equity Credit Agreement.  The proceeds will
be used for working capital or general corporate purposes.  The
Company will bear all costs associated with this registration.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "MCLN.OB."  The shares of the Company's common
stock registered hereunder are being offered for sale by the
Selling Security Holders at prices established on the OTC Bulletin
Board during the term of this offering.  On May 6, 2011, the
closing bid price of the Company's common stock was $0.004 per
share.  These prices will fluctuate based on the demand for the
Company's common stock.

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

                    About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at March 31, 2011, showed $1.8 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $295,325.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet
its obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.


MEM INVESTMENTS: Judge Wants Exit Plan Amended by May 23
--------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed MEM Investments, LLC,
to amend the Combined Joint Plan of Reorganization and Disclosure
Statement Under Chapter 11 of the Bankruptcy Code it filed May 12,
2011.  Judge Tucker said he cannot grant preliminary approval of
the disclosure statement, citing a laundry list of problems the
Debtors must correct.  The amended plan documents, as well as a
redlined version of the plan documents, must be filed no later
than May 23, 2011.  A copy of the Court's May 16, 2011 Order is
available at http://is.gd/97CmqLfrom Leagle.com.

MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case No. 10-67143) on Aug. 30, 2010.  The case is being
jointly administered with the cases of Post Six, Inc. (Case No.
10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment,
LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154);
Entertainment Holdings, LLC (Case No. 10-67155); and BCB
Development Associates, LLC (Case No. 10-67162).


METROPARK USA: Hearing on Employment of Cooley LLP Set for May 23
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 23, 2011, at 10:00 a.m., to consider
Metropark USA, Inc.'s request to employ Cooley LLP as counsel.
Objections are due today, May 18.

The Debtor asked the Court for permission to employ Cooley LLP to
represent it in the bankruptcy proceedings.

                      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 is 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.

The U.S. Trustee appointed a three member official committee of
Unsecured creditors in the case of the Debtor.


MIDWEST BANC: Files Second Amended Joint Liquidation Plan
---------------------------------------------------------
Midwest Banc Holdings, Inc., and the Official Committee of
Unsecured Creditors ask the Bankruptcy Court to:

     -- approve modifications to their First Amended Joint Plan
        of Liquidation dated March 24, 2011, as embodied in the
        Second Amended Joint Plan of Liquidation dated May 6,
        2011, and

     -- provide that ballots submitted with respect to the Plan
        will be deemed to have been submitted with respect to
        the Amended Plan.

The Plan Proponents initially filed the Plan and the Disclosure
Statement on Dec. 20, 2010, and filed amended versions of the Plan
and Disclosure Statement on March 24, 2011.

On March 18, 2011, the Court conditionally approved the Disclosure
Statement.  Judge A. Benjamin Goldgar will hold a hearing to
confirm the Plan on May 25, 2011, at 10:00 a.m.

Four objections were filed, raising numerous objections to
confirmation of the Plan or the adequacy of the Disclosure
Statement.  The majority of the Objections raised concerns with
respect to the Plan's classification of Unsecured Creditors.  The
Plan divided the non-TOPrS Unsecured Creditors into three separate
classes: Class 3A (General Unsecured Claims, including the M&I
Deficiency Claim), Class 3B (Claims of former employees, directors
and officers) and Class 3C (Claims of the FDIC).  The separate
classification of Unsecured Claims was the result of negotiation
and, while no firm commitments to support confirmation were either
sought or offered, the Plan Proponents believed that the
classification scheme was acceptable to the major constituencies
and justifiable.  Nevertheless, certain of the parties filing
Objections took the position that the classification provided a
higher pro rata distribution to Class 3B Creditors in violation of
11 U.S.C. Sections 1129(a)(1) and 1122(a), and that the Plan
unfairly discriminated among Classes 3A, 3B and 3C in violation of
Section 1129(b)(1).

The Plan Proponents contacted the holders of Claims in Class 3B,
seeking their approval to eliminate the Class 3B Settlement
language from the Plan and combine Classes 3A, 3B and 3C into one
Class of General Unsecured Creditors (i.e., Class 3).  Holders of
Claims in Class 3B have agreed to consider foregoing treatment as
Class 3B Creditors and instead be treated as Class 3 General
Unsecured Creditors (i.e., former Class 3A) to resolve the
Objections.

Having opted out of Class 3C, the sole member of Class 3C -- the
FDIC, as Receiver for Midwest Bank & Trust Company -- has
effectively elected to be treated as a Class 3 general creditor.

The Plan Proponents have modified the Plan accordingly (and have
made other modifications required to resolve other Objections to
the Plan).  The modifications to the Plan have the support of a
significant number of Creditors.  Based on communications with
M&I, the Plan Proponents anticipate that M&I will withdraw its
Objection and support confirmation of the Amended Plan, and the
Plan Proponents submit that M&I should thus be afforded an
opportunity to resubmit its Class 2 ballot with respect to the
Amended Plan.

With the exception of certain objections raised by a party
asserting Class 4 Claims, the Plan Proponents believe that the
Amended Plan resolves all objections to confirmation.  The Plan
Proponents submit that these modifications to the Plan are in the
best interest of Creditors.

                    About Midwest Banc Holdings

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank became subject to FDIC receivership in
May 2010.  Midwest Banc Holdings filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-37319) in Chicago on Aug. 20, 2010.
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.  Hinshaw & Culbertson
serves as bankruptcy counsel to the Debtor.  The Official
Committee of Unsecured Creditors appointed in the case is
represented by Freeborn & Peters LLP.


MORGANS HOTEL: To Buy Remaining Interests in China Grill Venture
----------------------------------------------------------------
Morgans Group LLC and other subsidiaries of Morgans Hotel Group
Co. entered into an omnibus agreement to acquire the remaining 50%
interests that the Company does not already own in its food and
beverage joint ventures from affiliates of China Grill Management
Inc. for approximately $20 million.  The joint ventures operate,
and CGM manages, restaurants and bars at Delano, Mondrian Los
Angeles, Mondrian South Beach, Morgans, Sanderson and St Martins
Lane.  CGM will continue to manage the food and beverage
operations at these properties for a transitional period pursuant
to short-term cancellable management agreements while Morgans
reassesses its food and beverage strategy.

Pursuant to the omnibus agreement, the Company's ownership
interest in the Asia de Cuba brand, and all intellectual property
related to the Asia de Cuba brand, will be transferred to CGM.
The transaction is expected to close in the second quarter of 2011
and is subject to satisfaction of certain closing conditions,
including the receipt of certain lender consents and the execution
of a standard mutual release among the parties.

                    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's balance sheet at March 31, 2011, showed
$692.76 million in total assets, $721.93 million in total
liabilities, and a $29.17 million total deficit.

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.


MORGANS HOTEL: Parag Vora Discloses 4.15% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Parag Vora and his affiliates disclosed that
they beneficially own 1,263,255 shares of common stock of Morgans
Hotel Group Co. representing 4.15% of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:

                        http://is.gd/W22Mhr

                      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's balance sheet at March 31, 2011, showed
$692.76 million in total assets, $721.93 million in total
liabilities, and a $29.17 million total deficit.

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.


MSR RESORT: U.S. Administrator Taps 5-Member Creditors Panel
------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of MSR Hotels & Resorts.

The Creditors Committee members are:

      1. Arizona Biltmore Hotel Villas Condominiums
         P. O. Box 39242
         Phoenix, Arizona 85069
         ATTN: Mark Finney
         Tel: (602) 263-7772
         Fax: (602) 246-6674

      2. Kerry William Rose
         c/o The Cavanagh Law Firm
         1850 N. Central Avenue, #2400
         Phoenix, Arizona 85004
         ATTN: Scott A. Rose, Esq.
         Tel: (602) 321-9242
         Fax: (602) 322-4101

      3. Stationary Engineers Local 39 Pension Trust Fund
         c/o Weinberg, Roger & Rosenfeld
         1001 Marina Village Parkway, Suite 200
         Alameda, California 94501
         ATTN: Christian L. Rainer/Ezekiel D. Carder
         Tel: (510) 337-1001
         Fax: (510) 337-10234

      4. Gourmet Foods Hawaii
         740 Kopke Street
         Honolulu, Hawaii 96819
         ATTN: Shannon Piper, Owner
         Tel: (808) 841-8071
         Fax: (808) 842-5093

      5. All Bright Cleaning Service, Inc.
         29865 Whispering Palms Tr.
         Cathedral City, California 92234
         ATTN: Lisa Casavant
         Tel: (760) 322-7660
         Fax: (760) 864-6684

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

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MT3 PARTNERS: Permits Nevada State Bank to Sell Property
--------------------------------------------------------
The Bankruptcy Court approved a stipulation modifying the
automatic stay to allow Nevada State Bank to begin advertising the
sale of MT3 Partners LLC's property after May 2, 2011.  The Debtor
also consents to terminating the automatic stay allowing NSB to
proceed with and complete any and all contractual and statutory
remedies to pursue its security interest in the Property.

The Debtor owns the 6.84 net acre vacant land parcel located along
the western shore of a private lake, east of Double R Blvd. and
north of South Meadows Pkwy., Reno, Nevada.  In March 2007, the
Debtor and NSB entered into a Business Loan Agreement in the
principal amount of $7,350,000.  The Loan is secured by a Deed of
Trust and is evidenced by a separate promissory note, which, among
other things, provides that the Property serves as security for
the Loan.

Prior to the stipulation, MT3 withdrew a Disclosure Statement and
Summary of Plan of Reorganization three days before the scheduled
April 28 hearing to consider the plan outline.  However, MT3
reserved the right to file an amended or revised Disclosure
Statement.

No party in interest filed an opposition to the Disclosure
Statement.

The Plan, filed Feb. 18, groups claims against and interests in
the Debtor in nine classes.  All classes are impaired.  Holders of
general unsecured claims in Class 8, totaling $1,246,566, will not
receive interest but will be paid in full no later than Sept. 30,
2012.

Payments to allowed secured claims, including the claims of Nevada
State Bank and Heritage Bank of Nevada, will be paid in
installments beginning Jan. 12, 2012.  The Plan expects those
claims to be paid in full by Jan. 3, 2015.

According to the Plan, MT3 is pursuing two forms of financing.
The initial borrowing, subject to Court approval, will be for
$300,000 to be utilized for the completion of certain engineering
and architectural plans and specifications.  The second financing
concerns the phased implementation of the entire Boulevard South
project.

The equity funder for the Boulevard South development is Resolute
Capital Partners.  RCP will fund Bordeaux Communities, LLC --
http://www.bordeauxcommunities.com/ It is anticipated that
Bordeaux will fund MT3 on this schedule:

          January 3, 2012           $19,318,132
          March 31, 2012             16,281,854
          June 30, 2012               7,965,671
          September 30, 2012          8,161,382
                                   ------------
                                    $51,727,039

Bordeaux Communities is a Nevada limited liability company.  Mark
Kubinski and Tami Topol, which hold the membership interest in
MT3, each own 25% of the membership interest in Bordeaux
Communities and Sierra Nevada Regional Center owns the remaining
50% interest.

The Plan provides that in the event of a default in failure to pay
interest payments due to any Class commencing in January 2012, the
secured creditor to which payments are due will, after 30 business
days written notice, be permitted to commence foreclosure under
applicable state law.

A copy of the Disclosure Statement is available at no charge at:

        http://bankrupt.com/misc/MT3DisclosureStatement.pdf

Nevada State Bank is represented by:

          Timothy A. Lukas, Esq.
          HOLLAND & HART LLP
          5441 Kietzke Lane, Second Floor
          Reno, Nevada 89511
          Tel: (775) 327-3000
          Fax: (775) 786-6179
          E-mail: ECFlukast@hollandhart.com

Reno, Nevada-based MT3 Partners, LLC, filed for Chapter 11
bankruptcy protection on Oct. 22, 2010 (Bankr. D. Nev. Case No.
10-54172).  Jeffrey L. Hartman, Esq., a member at Hartman &
Hartman, serves as counsel to the Debtor.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


MULTIBANK: Fitch Affirms IDRs at 'BB'; Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed Multibank's (MB) ratings:

   -- Long-term Issuer Default Rating (IDR) at 'BB';

   -- Short-term IDR at 'B';

   -- Individual rating at 'C/D';

   -- Support Rating at '5';

   -- Support Floor at 'NF';

   -- Long-term National Rating at 'A+(PAN)';

   -- Short-term National Rating at 'F1(PAN)'.

The Rating Outlook is Stable.

Multibank's (MB) ratings reflect its improved franchise, solid
performance through the crisis, sound asset quality, adequate
reserves, improved revenue diversification, clear strategy, and
strengthened management team. They also factor in its relatively
high cost structure, moderate loan portfolio concentration and the
pressure that growth is placing on core capital.

MB's ratings would be upgraded if the bank is able to manage
growth and maintain its positive performance while preserving good
asset quality ratios and enhancing its capital base. Improved
efficiency and lower loan concentration would also be credit
positives although these may take longer to achieve. A sharp
deterioration in asset quality that affects performance and erodes
the capital/reserve cushion would pressure MB's ratings downward.

A long-standing dollarized economy, Panama lacks a central bank
and lender of last resort. Banco Nacional de Panama, the country's
largest state controlled bank, could only provide temporary
liquidity loans, if needed. In Fitch's opinion, external support
for MB, although possible, cannot be relied upon.

MB's performance during 2010 was driven by strong loan growth
which, coupled with resilient margins (in part due to lower
funding costs) and improved non-interest revenues resulted in
higher operating revenues. Operating costs grew at a slower pace
than revenues, thus contributing to improved efficiency and
profitability in spite of higher credit costs (which grew in line
with the portfolio and its underlying risk) and a heavier tax
burden (that resulted from a fiscal reform). Thus, net income
increased by 31% in 2010, growing the return on average assets
(ROAA) to 1.56% and return on average equity (ROAE) to 21.50%,
although these ratios are slightly below the market average and
Multibank's previous metrics. MB has a clear opportunity to
improve in this area going forward.

Deposits grew 20% and remain the main source of funding, albeit at
a relatively higher but improving cost than the market leaders.
Capital ratios decreased slightly due to the bank's recent growth
but are still aligned with the median of similarly rated banks. As
such, Fitch core capital-to-risk weighted assets ratio decreased
to 9% (2009:10%). Regulatory capital ratios have remained fairly
stable and benefited with preference share issuances. MB's
regulatory capital stood at 15% at December 2010.

Strong loan growth should continue into 2011-2012 albeit at a
slower pace than in 2010. Margins are expected to gradually come
under pressure given the ample liquidity and increased competition
although growth into the retail segment should somewhat offset
this effect. As MB plans to continue expanding, Fitch expects
further increases in operating expenses in 2011 that should
nevertheless be in line with revenues. Credit cost on the other
hand should gradually stabilize while overall profitability is
expected to remain stable during 2011 and show some improvement in
2012 as the bank exploits the business opportunities created by
its expanded footprint and customer base in Panama and abroad.
Capital should increase and capital ratios gradually improve,
thanks mainly to sustained profitability and retained earnings.

After a wave of mergers and acquisitions, MB is the 10th largest
Panamanian bank with a market share of about 3% of assets at
December 2010 in a market dominated by big players. MB has
undergone a significant and successful corporate re-structuring to
become a universal bank. MB is controlled by a well regarded local
family.


NEDAK ETHANOL: Reports $248,000 Net Income in First Quarter
-----------------------------------------------------------
Nedak Ethanol, LLC, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $248,000 on $35.08 million of revenue for the three months
ended March 31, 2011, compared with net income of $1.72 million on
$20.93 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $85.43
million in total assets, $51.65 million in total liabilities and
$33.78 million in total members' equity.

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

                        http://is.gd/iHZHnG

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

The Company reported a net loss of $2.08 million on $94.77 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $9.23 million on $67.53 million of revenue during the
prior year.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.


NEW STREAM: Court OKs $184M Sale of Life Insurance Assets
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that New Stream Secured
Capital Inc. won bankruptcy court approval Monday to sell its
portfolio of life settlement investments to a McKinsey & Co.
affiliate for $184 million after an unsecured creditors committee-
led effort to shop the assets failed to produce a topping bid.

                          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.


NEXSTAR BROADCASTING: Incurs $6.3-Mil. First Quarter Net Loss
-------------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported a net loss of $6.31
million on $69.94 million of net revenue for the three months
ended March 31, 2011, compared with a net loss of $3.67 million on
$68.62 million of net revenue for the same period during the prior
year.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "Nexstar's strong
operating and financial momentum continues in 2011 as reflected by
our record first quarter net revenue and record 'odd year' EBITDA
and free cash flow.  Our strategies for building new-to-television
local direct billings combined with the ongoing advertising
rebound drove Nexstar's sixth consecutive quarter of core
television advertising revenue growth.  In addition, we continue
to make significant debt reduction progress and, as announced last
month, will expand our station base and coverage through the
accretive and de-leveraging acquisition of two CBS affiliated
stations later this year."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/daN3P3

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $1.81 million on $313.35
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $12.61 million on $251.97 million of net
revenue during the prior year.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NISSWA MARINE: Appeals Court Rules on Frandsen Bank Loan Dispute
----------------------------------------------------------------
Judge Thomas J. Kalitowski of the Court of Appeals of Minnesota
affirmed, in part, and dismissed, in part, an appeal in the suit,
Northern National Bank n/k/a Frandsen Bank & Trust, Respondent, v.
Stephen J. Wiczek, Donna L. Wiczek, ABC Partnership, XYZ
Corporation, John Doe and Mary Roe, Appellants; Nisswa Properties,
L.L.C., et al., Appellants, Nos. A10-1488, A10-1678 (Minn. App.
Ct.).  In the consolidated appeal, appellants challenge the
dismissal of their counterclaims against respondent on the ground
that appellants were intended third-party beneficiaries of loan
agreements between respondent and Nisswa Marine, Inc.  Judge
Kalitowski said Nisswa Properties was not an intended third-party
beneficiary of any loan agreement between the bank and Nisswa
Marine, and the district court did not err by dismissing its
counterclaim in the Crow Wing County action.

Appellants Stephen J. Wiczek and Donna L. Wiczek were owners and
officers of appellant Nisswa Properties L.L.C.  The Wiczeks were
also shareholders and officers of Nisswa Marine Inc., which
operated a boat dealership on land that it leased from Nisswa
Properties.

The Wiczeks, Nisswa Properties, and Nisswa Marine each entered
into separate loan agreements with respondent Northern National
Bank, now known as Frandsen Bank & Trust.  The Wiczeks' debt was
secured by a mortgage on their homestead in Cass County.  Nisswa
Properties' debt was secured by a mortgage on land it owned in
Crow Wing County and by personal guaranty agreements executed by
the Wiczeks.  Nisswa Marine's debt was secured by a second
mortgage on the Wiczeks' homestead and by personal guaranty
agreements executed by the Wiczeks.

The bank's loans to the Wiczeks, Nisswa Properties, and Nisswa
Marine matured in June 2009.  When the loans were not paid in
full, the bank (1) sued the Wiczeks in Cass County, seeking to
foreclose the mortgages on the homestead; and (2) sued the Wiczeks
and Nisswa Properties in Crow Wing County, seeking to foreclose
the mortgage on the Crow Wing County properties and to enforce the
Wiczeks' personal guaranties.  The district courts in both actions
granted summary judgment in favor of the bank and dismissed
appellants' counterclaims that they had been damaged by the bank's
alleged breach of its loan agreements with Nisswa Marine.  Nisswa
Marine, having filed for Chapter 11 bankruptcy, was not a party to
either action.

Nisswa Marine filed for bankruptcy on June 8, 2009.

The appellate court panel consists of Judges Kalitowski, Larry
Stauber, and Renee L. Worke.  A copy of their May 16, 2011
Unpublished Opinion is available at http://is.gd/IOm7oHfrom
Leagle.com.


NMT MEDICAL: Adds Intellectual Property to Its Sealed Bid Sale
--------------------------------------------------------------
NMT Medical, Inc., added intellectual property, which has been
assigned to Joseph F. Finn, Jr., C.P.A. of the firm Finn, Warnke &
Gayton, LLP to be liquidated for the benefit of NMT Medical
creditors, to its sealed bid sale of June 10, 2011.

The intellectual property comprises:

   * Nitinol and Other Novel Implants for Septal Defect Repair

   * Radiofrequency Technology for Closure of Patent Foramen Ovale
     (PFO)

   * Adhesive Technology for Bonding of Patent Foramen Ovale (PFO)

   * Suturing and Clip Technology for Closure of Patent Foramen
     Ovale (PFO)

   * Devices for Left Atrial Appendage (LAA) Obliteration and
     Remodeling

   * Transseptal Puncture Technology

   * Catheter-Related Technologies

   * Shape-Memory Related Technology

   * Distal Protection/Embolic Protection System

   * Anastomosis Devices

The intellectual property, patents, etc. will be sold at a sealed
bid sale on Friday, June 10, 2011 at noon.  Persons interested in
bidding must sign a Confidentiality Disclosure Agreement ("CDA")
obtained from Finn's Office - jffinnjr@finnwarnkegayton or 781-
237-8840. They will then receive a bid package.

                       About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is a founding partner of the firm
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts.
He works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NO FEAR RETAIL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
No Fear Retail Stores, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of California (San Diego), an amended
schedule of assets and liabilities, disclosing:

Name of Schedule                Assets           Liabilities
----------------                -----------      -----------
A. Real Property                         $0
B. Personal Property            $31,648,063
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $1,194,807
E. Creditors Holding
   Unsecured Priority
   Claims                                         $1,428,799
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $9,929,378
                                -----------      -----------
    TOTAL                       $31,648,063      $12,552,985

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

Simo Holdings Inc. disclosed that it had a 52% share in the
company.  That entity developed the No Fear brand and is mostly
owned by founding brothers Brian and Mark Simo, each of whom own
about 38% of the company.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NOVASTAR FINANCIAL: Reports $2.27 Million Net Income in Q1
----------------------------------------------------------
Novastar Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $2.27 million on $27.68 million of total income and
revenues for the three months ended March 31, 2011, compared with
net income of $981.86 million on $22.60 million of total income
and revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$42.59 million in total assets, $151.28 million in total
liabilities, and a $108.69 million total shareholders' deficit.

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

                        http://is.gd/2j8oZf

                           About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.


NUVEEN INVESTMENTS: Moody's Upgrades CFR to B3; Outlook positive
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Nuveen Investments, Inc. (Nuveen) to B3 from Caa1. Moody's also
upgraded Nuveen's senior unsecured note rating to Caa2 from Caa3.
There is a positive outlook on all ratings.

The upgrade of Nuveen's ratings reflect its sustained positive
earnings trend driven by strong organic growth and improved market
performance and Moody's expectation that these trends will
continue in the near to mid-term. At the same time, the company
has taken proactive steps to address its immediate balance sheet
weakness by extending its debt maturities and consistently
reducing leverage over the last several quarters. The combination
of improved earnings and reduced debt levels has resulted in
improved credit metrics and greater financial flexibility.
Financial leverage has dropped from 14.0x at the end of 2009 to
close to 8.4x and Moody's expects leverage to continue to decrease
in 2011 as Nuveen operating results benefit from higher levels of
average assets under management (AUM).

Ratings Rationale

Nuveen's B3 Corporate Family Rating reflects the company's weak
financial fundamentals, characterized by high financial leverage,
marginal interest coverage and refinancing risk relative to other
Moody's-rated asset managers. Also incorporated in the rating is
Nuveen's good market position, adequate liquidity profile, and
strong distribution capabilities. The company's refinancing and
deleveraging strategy is also reflected in the B3 rating.

The positive outlook reflects Nuveen's strengthened brand and
positive momentum of its operating fundamentals with Moody's
expectations for further improvement in credit metrics. The
company's intention to proactively address upcoming maturities in
the next two years with equity or debt financing is also
considered in the positive outlook.

While not expected in the near term, a ratings upgrade could occur
if Nuveen sustains positive financial performance and proactively
delevers its balance sheet to bring total debt/EBITDA below 6x.

A ratings downgrade could result if average assets under
management (AUM) drop below $145 billion or the company
experiences sustained quarterly net outflows in excess of 2.5% of
beginning-of-quarter AUM.

These ratings were upgraded:

   -- Corporate Family rating to B3 from Caa1;

   -- $193 million senior secured revolver to B2 from B3

   -- $1.087 billion senior secured first lien loan due 2014 to B2
      from B3

   -- $1.057 billion senior secured first lien loan due 2017 to B2
      from B3

   -- $500 million senior secured 2nd lien loan due 2015 to Caa1
      from Caa2

   -- $935 million senior unsecured notes due 2015 to Caa2 from
      Caa3

   -- $300 million senior unsecured notes due 2015 to Caa2 from
      Caa3

Nuveen Investments, Inc., headquartered in Chicago, is a US-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US. The company's assets under
management were $212 billion as of April 30, 2011.

The last rating action was on January 13, 2011, when Moody's
assigned a Caa3 rating to Nuveen's $150 million senior unsecured
note issuance.

The principal methodology used in rating Nuveen Investments, Inc.
was Moody's Global Rating Methodology for Asset Management Firms,
published in October 2007, which can be found at www.moodys.com in
the Credit Policy & Methodologies directory, in the Ratings
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating Nuveen Investments, Inc. can also be found
in the Rating Methodologies sub-directory on Moody's website.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


OMNICITY CORP: Incurs $418,290 Net Loss in Jan. 31 Quarter
----------------------------------------------------------
Omnicity Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $418,290 on $1.20 million of sales for the three months ended
Jan. 31, 2011, compared with a net loss of $633,590 on $635,946 of
sales for the same perid a year ago.  The Company also reported a
net loss of $878,337 on $2.46 million of sales for the nine months
ended Jan. 31, 2011, compared with a net loss of $1.27 million on
$1.25 million of sales for the same period during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed $5.75 million
in total assets, $7.85 million in total liabilities and a $2.09
million total stockholders' deficit.

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

                        http://is.gd/9OIOnX

                        About Omnicity Corp.

Based in Rushville, Indiana, Omnicity Corp. (OTC BB: OMCY) --
http://www.omnicitycorp.com/-- provides broadband access via
wireless and fiber infrastructure to business, government and
residential customers in rural markets in the Midwest.

                          *     *     *

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for fiscal 2009.  The independent
auditors noted that Company has suffered recurring losses and had
negative cash flows from operations.


ORAGENICS INC: Posts $1.6-Mil. Net Loss in First Quarter
--------------------------------------------------------
Oragenics, Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $1.6 million on $349,937 of revenues for the three
months ended March 31, 2011, compared with a net loss of
$1.7 million on $341,483 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $1.2 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.

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

                       http://is.gd/ejEwNd

                      About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. (OTC BB: ORNI)
-- http://www.oragenics.com/-- is a biopharmaceutical company
focused primarily on oral health products and novel antibiotics.
Within oral health, Oragenics is developing its pharmaceutical
product candidate, SMaRT Replacement Therapy, and also
commercializing its oral probiotic product, ProBiora3.  Within
antibiotics, Oragenics is developing a pharmaceutical candidate,
MU1140-S and intends to use its patented, novel organic chemistry
platform to create additional antibiotics for therapeutic use.


OXIGENE INC: Incurs $863,000 Net Loss in First Quarter
------------------------------------------------------
OXiGENE, Inc., reported a net loss of $863,000 for the three
months ended March 31, 2011, compared with a net loss of $11.02
million for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $3.85
million in total assets, $2.80 million in total liabilities and a
$1.05 milion total stockholders' equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/z3pdeX

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.57 million
in total assets, $10.82 million in total liabilities and
$5.25 million in total stockholders' deficit.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Ernst & Young noted that
the Company has incurred recurring operating losses and will be
required to raise additional capital, alternative means of
financial support, or both, prior to Jan. 1, 2012 in order to
sustain operations.  According to Ernst & Young, the ability of
the Company to raise additional capital or alternative sources of
financing is uncertain.


PACIFIC MESA: Appoints George Blaco as Chief Operating Officer
--------------------------------------------------------------
Pacifica Mesa Studios, LLC, seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Nagler and Associates as special counsel.

Nagler and Associates will charge the Debtors' estates in
accordance with its customary hourly rates.  The firm's hourly
rates are:

      Personnel                     Hourly Rate
      ---------                     ----------
      Lawrence H. Nagler              $550
      Charles Avrith                  $500
      David F. Berry                  $450
      Judith T. Sethna                $300
      Daniel L. Nagler                $225
      Paralegals                     $85-$110

                    About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.  The Debtor filed for Chapter 11 bankruptcy
protection on July 20, 2010 (Bankr. C.D. Calif. Case
No. 10-18827).  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
assists the Debtor in its restructuring effort.  The Debtor
estimated $50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


PEANUT CORP: Court Won't Dismiss Wrongful Death Suit v. Kanan
-------------------------------------------------------------
Chief District Judge Michael J. Davis denied Kanan Enterprises,
Inc.'s request for summary judgment to dismiss a 2009 wrongful
death lawsuit resulting from Salmonella-contaminated peanut
butter.

Louis Tousignant, as Trustee for the Next of-Kin of Clifford
Tousignant, v. Kanan Enterprises, Inc., d/b/a/ King Nut Companies,
Civil No. 09-919 (D. Minn.), alleges that from December 2008 to
January 2009, the decedent, Clifford Tousignant, a resident at the
Woodland Good Samaritan Village nursing facility in Brainerd,
Minnesota, consumed Kanan's King Nut brand peanut butter.  In late
December 2008, he became ill and began suffering serious
gastrointestinal issues, later confirmed to be the result of a
Salmonella Typhimurium infection.  He died on Jan. 12, 2009.

Kanan, among other things, argues it is entitled to summary
judgment on account of Plaintiff's separate settlement agreement
with Peanut Corporation of America, which supplied peanut butter
to Kanan.  Kanan says the PCA accord explicitly released all
claims against Kanan.

However, Judge Davis held that Kanan is not a third party
beneficiary entitled to enforce the terms of the Settlement
Agreement.

In 2010, the Plaintiff settled the Clifford Tousignant estate's
claims against PCA for $217,254.  An Amended Motion seeking
approval of the accord states that the proposed settlement between
Plaintiff and PCA "does not include compromise of any claims that
the Estate and beneficiaries may have against Kanan Enterprises
(d/b/a King Nut) and such claims are expressly intended to be
preserved under Minnesota law as reflected in the Settlement
Agreement and Release."  The Settlement Agreement itself however,
listed Kanan as a "Debtor Releasee," and went on to state that
"[i]n consideration of the payments set forth in Section 2,
Plaintiff/Releasor hereby completely releases and forever
discharges Debtors/Releasees."  Although Kanan is listed as a
"Debtor/Releasee," Kanan did not execute the Settlement Agreement,
as is evidenced by Kanan's blank signature line at the end of the
document.

A copy of Judge Davis' May 16, 2011 Memorandum Of Law & Order is
available at http://is.gd/Sxd8Fifrom Leagle.com.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

In September 2010, Judge Norman Moon of the U.S. District Court
for the Western District of Virginia allowed PCA settle tort
claims with more than two dozen victims of the 2008 salmonella
outbreak at the company's facilities.  Under the settlement, the
PCA trustee would distribute $12 million to resolve tort claims
arising from people who became ill or died after eating
salmonella-tainted peanut products.


PHILADELPHIA ORCHESTRA: Has Interim OK to Hire CGC as Claims Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has granted Debtors The Philadelphia Orchestra Association and
Academy Music of Philadelphia, Inc., permission, on an interim
basis, to employ The Garden City Group, Inc., as notice, claims
and solicitation agent in their Chapter 11 cases, in accordance
with the terms and conditions as set forth in the Bankruptcy
Administration Agreement.

GCG is appointed as agent for the Office of the Clerk of the Court
and custodian of Court records and, as such, is designated as the
authorized repository for all proofs of claims filed in the
Debtors' Chapter 11 cases and is authorized and directed to
maintain official claims registers for POA and AOM and to provide
the Clerk's Office with a certified duplicate thereof on a monthly
basis unless otherwise directed by the Clerk's Office.

The Bankruptcy Court is satisfied that CGC neither holds nor
represents an interest adverse to the estates of Debtors POA and
AOM nor has a connection to Debtors POA and AOM, their creditors
or their related parties.

Debtors POA and AOM are authorized to compensate GCG on a monthly
basis, in accordance with the Administration Agreement, upon the
receipt of reasonably detailed invoices setting forth the services
provided by GCG in the prior month and the rates charged for each,
and to reimburse GCG for all reasonable and necessary expenses it
may incur upon the presentation of appropriate documentation.

This interim order will become final if no objection is filed on
or before May 20, 2010.  If an objection is filed, a hearing will
be held on May 23, 2011, at 1:00 p.m.

A copy of the Bankruptcy Administration Agreement is available for
free at http://bankrupt.com/misc/POA.GardenCityAgreement.pdf

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

The bankruptcy cases of Debtors POA and AOM are being jointly
administered.  Currently, Debtor Encore Series, Inc. ("ESI") is
also part of these jointly administered chapter 11 cases, pending
entry of an order severing ESI from these jointly administered
cases.

A seven-member official committee of unsecured creditors has been
formed in the Chapter 11 cases of The Philadelphia Orchestra.


PHILADELPHIA ORCHESTRA: Pittsburgh Symphony to Sub for Concerts
---------------------------------------------------------------
Andrew Druckenbrod, writing for the staff blogs section of the
Pittsburgh Post-Gazette, reports that the Pittsburgh Symphony
Orchestra is stepping in for the Philadelphia Orchestra for two
concerts this summer at the Mann Center.  Post-Gazette, citing the
Philadelphia Inquirer, said the concerts in July are part of a
usual nine summer dates for the Philly group at Philadelphia's
Fairmount Park but since the Philadelphia Orchestra is now in
Chapter 11 bankruptcy, it is not making all of those dates.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PROFESSIONAL VETERINARY: Boehringer Claim Goes to Trial
-------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied the request of
Professional Veterinary Products, Ltd., for summary judgment as to
the reclamation claim of Boehringer Ingelheim Vetmedica, Inc. The
issue before the Court is whether BIV as a reclaiming seller has a
remedy now that goods are no longer available.  According to Judge
Mahoney, it remains unclear whether BIV will be able to establish
its reclamation right, in terms of the element of insolvency, as
well as whether any secured creditors' interests in inventory take
priority, but it should not be foreclosed at this point in the
proceedings from attempting to do so.

BIV manufactures and sells pharmaceutical products used in the
field of veterinary medicine.  It sold pharmaceutical products to
Professional Veterinary Products, Ltd., on credit.  Some of those
products were sold and delivered to PVP within 45 days before PVP
filed its Chapter 11 petition on Aug. 20, 2010.  Since Aug. 25,
2010, BIV has been asserting its right to reclaim those products
from the Debtor under the provisions of the Nebraska Uniform
Commercial Code and 11 U.S.C. Sec. 546(c).  In the meantime, the
Debtor sold substantially all of its inventory to another company,
and subsequently filed a liquidating plan.  The Debtor filed a
notice of proposed treatment of reclamation claims in which it
proposed to deny all reclamation claims for three reasons: (1)
because the inventory had been sold with proceeds going to the
debtor's senior lender, (2) because the reclamation claimants
failed to protect their interests in inventory, and (3) because
PVP was not insolvent on the petition date.  BIV objected.

Between July 6, 2010 and July 31, 2010, BIV delivered to the
Debtor, in the ordinary course of business, goods valued at more
than $1 million.  BIV asserts an aggregate invoiced amount of
$1,747,870.  The Debtor uses a book value of $1,345,857.

A copy of the Court's May 16, 2011 Order is available at
http://is.gd/Zo3VZ2from Leagle.com.

              About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operated a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20, 2010, in Omaha, Nebraska (Bankr. D. Neb.
Case No. 10-82436).  Affiliates ProConn and Exact Logistics also
filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel, and Alliance Management as financial and
restructuring advisors.

Professional Veterinary Products and ProConn completed on Aug. 20
the sale of their inventory of certain animal health products and
miscellaneous related assets to Micro Beef Technologies Ltd.  The
purchase price for the Micro Beef transaction was based on the
cost of the inventory to the Company and ProConn, which amount
totaled approximately $1.5 million plus the assumption of certain
vehicle leases.

On Aug. 17, 2010, the Debtors completed the sale of their
inventory of certain swine products and miscellaneous related
assets to Lextron Inc.  The purchase price for the Lextron
transaction was based on the cost of the inventory to the Company,
which amount totaled approximately $2.5 million.

The proceeds of the Micro Beef and Lextron transactions were paid
to the Debtors' lender and used to reduce the obligations owing
under the existing credit facility.  Omaha World-Herald, citing
government documents, said the $4 million in proceeds from the
sales were paid to Wells Fargo Bank, the company's lender.

As reported in the Troubled Company Reporter on Dec. 29, 2010, the
Debtors and the Official Committee of Unsecured Creditors have
submitted to the Bankruptcy Court a proposed Plan of Liquidation
and an explanatory Disclosure Statement.


PROVO CRAFT: S&P Lowers Corporate Credit Rating to 'CCC'
--------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on South Jordan, Utah-based Provo Craft & Novelty Inc. to
'CCC' from 'CCC+. "At the same time, we lowered the ratings on the
company's $170 million senior secured credit facility to 'CCC+'
from 'B-'. The outlook is negative. We removed all ratings from
CreditWatch, where they were placed with developing implications
on March 17, 2011, reflecting our belief that the company may not
be able to comply with its financial covenants over the near
term," S&P noted.

"The downgrade and negative outlook reflect our opinion that the
company may have significant liquidity constraints," said Standard
& Poor's credit analyst Stephanie Harter. "We believe that the
company might have breached its fourth quarter 2010 covenants
given our estimates of very thin covenant cushion at the end of
the third quarter, coupled with our expectations that
profitability would decline further in the near term. We might
have made further adjustments to our assessment depending upon
subsequent information, but we have not received any financials or
compliance information for the quarter. We have subsequently
withdrawn all ratings due to a lack of sufficient information to
maintain the ratings."


QUANTUM FUEL: Receives $695,000 from Sale of Notes and Warrants
---------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into a
Bridge Note and Warrant Purchase Agreement with certain
"accredited investors", as such term is defined in Rule 501(a) of
Regulation D under the United States Securities Act of 1933, as
amended, for the purchase and sale of senior subordinated
promissory notes and warrants.  At the closing, the Company
received gross proceeds of $695,000, which will be used for
general working capital purposes, and issued warrants entitling
the Investors to purchase up to an aggregate of 78,455 shares of
the Registrant's common stock at $2.92 per share.

The Purchase Agreement contains customary representations,
warranties, conditions to closing and covenants.  The Purchase
Agreement provides the Investors with piggyback registration
rights for the shares underlying the Warrants.

The Notes have an interest rate of 15% per year.  Principal and
accrued interest is due and payable on Sept. 30, 2011.  The Notes
are subordinate to the Company's senior secured indebtedness but
senior to all future indebtedness of the Company.

The Warrants have a three year term, contain standard and
customary anti-dilution provisions, and may be exercised on a
cashless basis unless the shares underlying the Warrants at the
time of exercise are covered by an effective resale registration
statement, in which case they must be exercised for cash.

The Company paid its placement agent a cash fee of approximately
$65,000.

The Notes, Warrants and Warrant Shares have not been registered
under the Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act or any
applicable state securities laws.

As a result of the transaction, the anti-dilution provision
contained in warrants issued by the Company on Oct. 27, 2006, and
on Aug. 19, 2008, was triggered.  The exercise price for the
October 2006 Warrants was reset from $3.0510 to $2.9200 and the
number of shares subject to the October 2006 Warrants was
increased from 1,277,593 to 1,334,908.  The exercise price for the
August 2008 Warrants was reset from $43.6535 to $43.4074 and the
number of shares subject to the August 2008 Warrants increased
from 1,237,758 to 1,244,776.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QUANTUM FUEL: Authorized Common Shares Hiked to 50 Million
----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., held a Special
Meeting of Stockholders on May 10, 2011.  A total of 7,901,491
shares of the Company's common stock were present or represented
by proxy at the meeting, representing 68.6% of shares outstanding
as of the April 5, 2011, record date.  Three proposals were
submitted to the Company's stockholders at the Special Meeting and
all three proposals passed.  The proposals are:

   (1) The amendment to the Company's Amended and Restated
       Certificate of Incorporation to increase the number of
       authorized shares of common stock from 20,000,000 to
       50,000,000.

   (2) To authorize the Board of Directors to issue up to $10.0
       million of common stock units at a discount to fair market
       value not to exceed 20% in one or more private placements
       within six months following the date of the Special
       Meeting.

   (3) To approve one or more adjournments to the Special Meeting,
       if necessary, to permit further solicitation of proxies if
       there were not sufficient votes received at the time of the
       Special Meeting to approve Proposal 1 and Proposal 2.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RADIENT PHARMACEUTICALS: Gets $7.5MM Proceeds Securities Sale
-------------------------------------------------------------
Radient Pharmaceuticals Corporation entered into a securities
purchase agreement with 5 accredited investors for a private
financing.  The Company closed the financing contemplated by the
securities purchase agreement on Jan. 31, 2011, and received
approximately $7,500,000 in gross proceeds pursuant to the sale of
convertible notes pursuant to the securities purchase agreement.
Net proceeds from the financing were approximately $6,820,000.  In
connection with the closing of the transactions, the Company
issued Convertible Promissory Notes in the aggregate principal
amount of $8,437,500, at a purchase price of $888.88 for each
$1,000 of principal amount of Notes, which are initially
convertible into an aggregate of 14,062,500 shares of the
Company's common stock to the Investors, and the Investors also
received: (i) Series A Warrants to purchase an aggregate of
14,062,500 shares of the Company's common stock at an initial
exercise price of $0.67 per share and (ii) Series B Warrants to
purchase an aggregate of 7,031,250 shares of our common stock at
an initial exercise price of $0.8175  per share for their
investment.  Each of the Warrants has a term of five years from
the date the Warrants are initially exercisable.

The Company is required to pay a certain portion of the Notes back
on the first day of each month during the term of the Note,
beginning on March 1, 2011, in cash or shares of the Company's
common stock.  As of May 1, 2011, the outstanding principal of the
Notes is $6,750,000.  The total Installment Amount due on May 1,
2011, was $843,750.  The Company is also required under the terms
of the Notes to maintain a cash balance at all times of no less
than $2,250,000 in unrestricted cash.  The May 1 Installment
Amount would cause the Company's cash balance to go below the Cash
Reserve; accordingly the Company did not make the Installment
Amount that was due on May 1, 2011, which is an event of default
under the Notes.

Upon the occurrence of an event of default under the Note, the
Note holder has the right to force the Company to redeem all or
any portion of such holder's Note in cash.  As of May 10, 2011,
the Company received redemption notices from all of the investors
of the financing demanding the Company redeem the entire amount
outstanding on the Notes as of May 1, 2011.  Accordingly, the
Company is required to pay $8,618,311 pursuant to the redemption
notices and such payment is due within 5 business days of receipt
of such notices.  Based on when the Company received the
redemption notices, the Company is required to pay one investor on
May 9, 2011, and the remaining 4 investors on or before May 12,
2011.

In furtherance of the Company's efforts to reserve cash for the
Company's operations rather than the repayment of debt, the
Company is reaching out to the Note holders to reach an amicable
solution with them regarding the default and payment owed.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.

The Company has yet to file its annual report on Form 10-K for the
year ended Dec. 31, 2010.  The Company said it expects to report a
net loss in the range of $68M-74M for 2010 compared with net loss
of approximately $17M for fiscal 2009.


RASER TECHNOLOGIES: 3-Member Creditors Committee Formed
-------------------------------------------------------
Roberta A. Deangelis, the U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Raser Technologies, Inc.

The Creditors Committee members are:

       1 The Bank of New York Mellon
         ATTN: Alex Chang,
         101 Barclay Street,
         8W, New York NY
         10296
         Tel: (212) 815-2816

      2. Bombay Investments
         ATTN: Mark Sansom
         4061 Powers Circle
         Salt Lake City
         UT 84124
         Tel: (801) 272-8722
         Fax: (801) 930-9500

      3. Quantec Geoscience Limited
         ATTN: Carey Chow
         146 Sparks Avenue
         Toronto Ontario
         M2H2S4
         Tel: (416) 306-1941
         Fax: (416) 306-1949

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

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Section 341(a) Meeting Schedules for June 2
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Raser Technologies Inc.'s Chapter 11 case on June 2, 2011, at
11:00 a.m.  The meeting will be held at the U.S. District Court,
844 North King Street, 5th Floor, Room 5209, Wilmington, Delaware.

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

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

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Court Approves ALCS as Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Raser Technologies Inc. to employ American Legal Claim Services,
LLC, as claims, noticing and balloting agent.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Ex-Chairman Proposes Rival Financing
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that the former chairman of Raser
Technologies Inc. is challenging its bid for bankruptcy financing,
claiming he has arranged a superior financing package for the
renewable-energy company.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Merrill Lynch Adds to Dissent Over Loan
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that one of Raser Technologies
Inc.'s largest unsecured creditors is joining the fight against
the Company's bankruptcy financing package, saying the deal places
control of the case squarely in the hands of the bankruptcy
lenders and could potentially "cripple" the company as it looks to
emerge from Chapter 11.

                      About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


READER'S DIGEST: Still Struggling to Gain Financial Balance
-----------------------------------------------------------
Erik Sass at Media Daily News reports that The Reader's Digest
Association, despite emerging from bankruptcy last year, is
struggling to put its finances on firm footing, as revenues
tumbled 22% to $326 million in the first quarter.  According to
data from Publishers Information Bureau, these declines were
attributed to lower ad revenue at Reader's Digest, Every Day with
Rachael Ray, and affiliated publications, as well as the closure
of some businesses since last year.

Media Daily News also notes that the publisher recently underwent
a major shake-up.  In April, former RDA President and CEO Mary
Berner stepped down after four years on the job to be succeeded by
Tom Williams, previously the SVP and CFO.  Ms. Berner took the
reins at RDA in March 2007, when the magazine publisher was
acquired for $2.8 billion by Ripplewood Holdings, LLC, marking the
end of 17 years as a publicly traded company for RDA.

                       About Reader's Digest

The Reader's Digest Association is a global multi-brand media and
marketing company that educates, entertains and connects audiences
around the world.  The company builds multi-platform communities
based on branded content.  With offices in 44 countries, it
markets books, magazines, and music, video and educational
products reaching a customer base of 130 million in 78 countries.
It publishes 94 magazines, including 50 editions of Reader's
Digest, the world's largest-circulation magazine, operates 65
branded Web sites generating 22 million unique visitors per month,
and sells 40 million books, music and video products across the
world each year.  Its global headquarters are in Pleasantville,
N.Y.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 09-23529) on Aug. 24, 2010.
As of June 30, 2009, it had total assets of US$2.2 billion against
total debts of US$3.4 billion.

Kirkland & Ellis LLP served as general restructuring counsel.
Mallet-Prevost, Colt & Mosle LLP was tapped as conflicts counsel.
Ernst & Young LLP served as auditor.  Miller Buckfire & Co, LLC,
served as financial advisor.  AlixPartners, LLC, served as
restructuring consultant.  Kurtzman Carson Consultants served as
notice and claims agent.

The Official Committee of Unsecured Creditors tapped BDO Seidman,
LLP, as financial advisor, Trenwith Securities, LLP, as investment
banker and Otterbourg, Steindler, Houston & Rosen, P.C., as
counsel.

The Bankruptcy Court confirmed RDA's Chapter 11 plan on Jan. 15,
2010.  On Feb. 1, 2010, RDA elected to temporarily delay emergence
from Chapter 11 to allow additional time for the UK pension issue
to be addressed.  RDA ultimately emerged from Chapter 11 on
Feb. 22, 2010.


REAL ESTATE ASSOCIATES: Incurs $205,000 Net Loss in Q1
------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $205,000 on $0 of revenue for the three
months ended March 31, 2011, compared with a net loss of $223,000
on $0 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.38
million in total assets, $20.87 million in total liabilities and a
$19.48 million partners' deficit.

In its audit report on the Partnership's financial statements for
the year ended Dec. 31, 2010, Ernst & Young LLP, in Greenville,
South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  According
to the independent auditors, the Partnership continues to generate
recurring operating losses.  In addition, notes payable and
related accrued interest totaling approximately $15,738,000 are in
default due to non-payment.

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

                        http://is.gd/AxtwiG

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.


REICHHOLD INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Reichhold Industries Inc. to negative from stable. It is affirming
the 'B-' corporate credit rating. At the same time, Standard &
Poor's affirmed its 'CCC+' issue-level rating on the company's
$195 million unsecured notes due Aug. 15, 2014. The recovery
rating is unchanged at '5', which indicates the expectation for
modest (10% to 30%) recovery in the event of a payment default.
The company has a $100 million asset-based revolving credit
facility due May 1, 2014, which Standard & Poor's does not rate.

The negative outlook reflects the potential for ratings to move
lower if the financial profile deteriorates further due to weak
operating results or cash flow pressures caused by substantial
capital outlays or adverse working capital trends. The
continuation of weak operating results, resulting from elevated
raw material costs and limited pricing power, would limit
profitability in the near term.

"If operating results do not improve, we believe that liquidity
will deteriorate this year, particularly because of additional
cash outlays required for its China expansion and higher-than-
expected working capital needs," said Standard & Poor's credit
analyst Henry Fukuchi.

The rating on Durham, N.C.-based Reichhold, a producer of
unsaturated polyester resins used for composite applications and
resins used for coatings by architectural and industrial
customers, reflects the company's highly leveraged financial
profile and a weak business risk profile characterized by
low operating margins, and cyclical, competitive markets.
Reichhold's market positions in its resins product lines,
significant geographic diversity of sales, management's commitment
to maintain adequate liquidity and to reduce debt-like obligations
when business conditions improve, only partially mitigate these
weaknesses.

According to Standard & Poor's, a diverse customer base, long-
standing customer relationships, a global production footprint,
and new products should help sustain Reichhold's competitive
positions. However, Standard & Poor's continues to assess the
company's business risk profile as weak, incorporating the limited
breadth of Reichhold's primary product lines; its subpar operating
margins; and the vulnerability of its operating results to raw
material cost increases; and pricing pressures in a fragmented,
competitive environment.


REMINGTON RANCH: Case Dismissal Hearing Continued Until June 15
---------------------------------------------------------------
The Hon. Elizabeth L. Perris Bankruptcy Court for the District Of
Oregon ordered creditor Hooker Creek Companies LLC, to provide a
written carve out agreement for an amount that will benefit the
creditors of Remington Ranch, LLC.

In a May 11, 2011, hearing, the Court added that if the commitment
is submitted on June 10, the Court will convene a hearing on
June 15, at 1:30 p.m., to consider the request to dismiss or
convert the Debtor's case to one under Chapter 7 of the Bankruptcy
Code.

Hooker Creek is represented by:

         Martin E. Hansen, Esq.
         Michael H. McGean, Esq.
         FRANCIS HANSEN & MARTIN LLP
         1148 NW Hill Street
         Bend, OR 97701
         Tel: (541) 389-5010
         Fax: (541) 382-7068
         E-mail: meh@francishansen.com
                 mike@francishansen.com

                    About Remington Ranch, LLC,

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on Jan. 21, 2010 (Bankr. D. Ore. Case No. 10-30406).  The Debtor
disclosed $29,298,544 in assets and $32,453,284 in liabilities as
of the Petition Date.


SARGENT RANCH: Court Rejects $808T DIP Loan, Mulls Ch.7 Conversion
------------------------------------------------------------------
Chief Bankruptcy Judge Peter W. Bowie withheld approval of the
request by the Chapter 11 trustee for Sargent Ranch LLC to borrow
$808,000 on a superpriority basis on its present terms.

Judge Bowie further ruled that, unless a borrowing agreement is
reached in the interim, on June 20, 2011 at 4 p.m. the Court will
hear argument on its own motion to convert the case to one under
Chapter 7.  If any agreement is reached, it will not be approved
by the Court if it includes any purported breakup fee.  The Court
believes Enderly acted prudently in waiting to prepare the loan
documents until it appeared an agreement had been reached.
Nevertheless, as Enderly has pointed out, it was not the stalking
horse proposer, but rather offered more favorable terms than
another.  Breakup fees in this situation are not warranted.

The Chapter 11 trustee seeks to borrow $808,000 in two phases: The
first would yield $350,000 and the second, if sequentially
authorized would yield an additional $325,000.  The remainder of
the loan would constitute prepaid interest and fees.  The term of
the loan is for one year, at 11% interest, and a default rate of
interest of 15%, after maturity if the loan is not sooner repaid.
The proposed lender is an assignee of one of the creditors in the
case, which claims to hold interest positions in both the first
and second trust deeds on the property.

A group of creditors secured by interests in the first trust deed
-- representing 14% to 18% of the total first trust deed creditors
-- oppose the Chapter 11 trustee's motion, arguing the interests
of the first trust deed holders would be eroded by granting a
priority lien over theirs without any adequate protection of their
interest.

The Court pointed out that the threshold problem has been, and
remains that the estate has no cash in it to do anything.  At the
same time the parties and the Court wanted a Chapter 11 trustee to
take charge, the trustee has not been provided with any of the
necessary wherewithal to move the case toward any form of
reorganization.  And the threshold issue for the trustee has been
to try to find out what the potential assets of the estate are.
That takes funding for disinterested analysts and appraisers to
assess.  So the trustee and his counsel have worked hard to find
funding to take those first steps which, seemingly, would inure to
the benefit of all the creditors, including the first trust deed
interest holders.  Indeed, the trustee thought the structure of an
agreement had been agreed upon, but apparently not.

"The Chapter 11 trustee is in an almost impossible position,"
Judge Bowie said.

Judge Bowie noted that the Chapter 11 trustee advances two
arguments why the Court should approve borrowing on terms the same
or better than those offered by Enderly's assignee. First, he
argues that the senior secured creditors should be held to have
consented by virtue of a majority not having timely filed
opposition, and recognizing that under applicable California law
and the applicable Operating Agreement a majority has the
authority to act for the group. Since the majority have been
silent, they should be deemed to have consented under the Court's
Local Rules. The Court is loathe to so hold in the instant
circumstances.

Judge Bowie also noted that the trustee's second argument is that
obtaining expert analysis of remunerative uses to which the real
property may be put enhances its value in virtually any direction
because it moves the property closer to some sort of use, even if
it rules out other theoretically possible uses.  It is still an
analysis someone else will not have to spend money to do in the
future. Indeed, it is interesting to note that the proposed loan
agreement describes as collateral not just the superpriority
secured lien on the real property, but also the reports and
analyses performed on the property.

The Court believes there is support for and merit in the trustee's
second argument. However, the record is silent on the extent to
which, if at all, the value of the property will be increased
quantitatively by borrowing to fund the analyses. Nor does the
record show that the value of the property will be increased
sufficiently to afford the senior secured creditors the adequate
protection that 11 U.S.C. Section 364 requires.

The Court is mindful that this case, which has been pending over
16 months, has not brought forth any third party, or any creditor
or group of creditors, who asserts belief in the economic
viability of this property. No one has stepped forward with any
proposal to fund even the modest first steps the trustee proposes
without all sorts of guarantees.  To be sure, Enderly has made a
proposal to loan $808,000 for one year at 11% interest, plus
points and a commitment fee, but in addition Enderly wants a
superpriority secured lien ahead of all others in a property
valued at the low end at over $9 million.  So Enderly would be
oversecured approximately 12 times over.  As noted, the loan term
would be one year, with prepaid interest and, if not paid in full
in one year, the default interest rate of 15% kicks in.  That,
despite the record which indicates there would be no cash flow
from a sand quarry operation for over two years even if the
project were begun right now.  And, on top of that, Enderly wants
a breakup fee of up to $20,000 if someone else offers the estate a
more preferable loan.

A copy of Judge Bowie's May 17, 2011 Order is available at
http://is.gd/DFj4U8from Leagle.com.

                        About Sargent Ranch

La Jolla, California-based Sargent Ranch, LLC, filed for Chapter
11 bankruptcy (Bankr. S.D. Calif. Case No. 10-00046) on Jan. 4,
2010.  Douglas P. Wilson was appointed Chapter 11 Trustee on
Jan. 11, 2011.  John L. Smaha, Esq., at Smaha Law Group, APC,
assists the Company in its restructuring effort.  The Company
estimated its assets at $500 million to $1 billion and debts
$50 million to $100 million.  The U.S. Trustee has been unable to
form an official creditors committee in the case.

A plan of reorganization has been filed by the Debtor.  As
reported by the Troubled Company Reporter on Oct. 14, 2010, the
Plan provides that the secured creditors will be receiving
substitute collateral through a liquidating trust.  As of the
effective date, all liens and encumbrances on the Sargent Ranch
property in existence prior to the effective date will be
eliminated and replaced by the deed of trust held by the
liquidating trust.  General and subordinated unsecured claims will
be paid in full without interest after the payment in full of all
secured claims.  The payments will be paid pro rata semi-annually
by the distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.

Sargent Ranch's Plan did not prosper and Douglas P. Wilson was
appointed as Chapter 11 Trustee.  Mr. Wilson is represented by
lawyers at Higghs, Fletcher & Mack LLP.  Douglas P. Wilson
Companies provides accounting and real estate development related
services to the bankruptcy estate.


SBARRO INC: Court Approves Epiq Bankruptcy as Administrative Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sbarro Inc., et al., to employ Epiq Bankruptcy
Solutions, LLC as their administrative agent.

On May 3, 2011, Judge Shelley C. Chapman, authorized Epiq to,
among other things:

   -- provide a call center or other creditor hotline, responding
      to creditor inquiries via telephone, letter, email,
      facsimile or otherwise, as appropriate, and related
      services;

   -- manage and coordinate the publication of legal notices, as
      requested;

   -- manage any distributions pursuant to a confirmed plan of
      reorganization.

Jason D. Horwitz, vice president and senior consultant of Epiq,
told the Court that prior to the Petition Date, the Debtors paid
Epiq a retainer of $25,000 that was replenished as appropriate.

Mr. Horwitz added that Epiq will also be paid based on the hourly
rates of its professionals:

         Clerk                                  $34-$51
         Case Manager (Level 1)                $106-$149
         IT Programming Consultant             $119-$161
         Case Manager (Level 2)                $157-$187
         Senior Case Manager                   $191-$234
         Senior Consultant                       $250

Mr. Horwitz assured the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

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: Can Hire Kirkland & Ellis as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sbarro Inc., et al., to employ Kirkland & Ellis LLP as
counsel.

Kirkland & Ellis is representing the Debtor in the Chapter 11
proceedings.

The hourly rates of Kirkland & Ellis' personnel are:

     James H.M. Sprayregen, P.C.           $995
     Edward O. Sassower, Esq.              $895
     Nicole L. Greenblatt, Esq.            $730
     Paul Wierbicki, Esq.                  $675
     Partners                          $590 - $995
     Of Counsel                        $450 - $995
     Associates                        $360 - $715
     Paraprofessionals                 $135 - $305

The Debtors relate that K&E received $350,000 as a classic
retainer.  Subsequently, on Jan. 10, 2011, the Debtors paid to K&E
an additional $200,000, increasing the retainer balance to
$550,000.

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

The firm can be reached at:

         James H.M. Sprayregen, P.C.
         Edward O. Sassower, Esq.
         Nicole L. Greenblatt, Esq.
         Paul Wierbicki, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022-4611
         Tel: (212) 446-4800
         Fax: (212) 446-4900

                         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.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

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: To Tap Steinberg Fineo as Special Counsel
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Sbarro Inc. has requested to
hire Steinberg Fineo Berger & Fischoff as special counsel.  The
company filed the request on April 19 with the U.S. Bankruptcy
Court in Manhattan, according to DBR Small Cap.

                         About Sbarro Inc.

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.


SEAVIEW PLACE: Can Hire Jennis & Bowen as Bankruptcy Counsel
------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized, on a final basis, Seaview Place
Developers, Inc., to employ Jennis & Bowen, P.L., as bankruptcy
counsel.

As reported in the Troubled Company Reporter on April 2, 2011, the
hourly rates of J&B personnel are:

         Paralegals            $110 - $145
         Attorneys             $185 - $395

To the best of the Debtor's knowledge, J&B is "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

               About Seaview Place Developers, Inc.

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.


SELECT MEDICAL: Moody's Upgrades Proposed Credit Facility to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Select Medical Corporation's
proposed senior secured credit facility, consisting of a $300
million revolver and an $850 million term loan, to Ba3 (LGD 3,
30%) from B1 (LGD 3, 41%). Select Medical Corporation is a wholly
owned subsidiary of Select Medical Holdings Corporation
(collectively Select Medical). Concurrently, Moody's downgraded
the company's senior subordinated notes due 2015 to Caa1 (LGD 5,
81%) from B3 (LGD 4 62%). The action results from the announcement
that the proceeds from the proposed term loan would be reduced
from its originally proposed $1.2 billion and the announcement
that the company will no longer tender for the full amount of
outstanding subordinated notes. This benefits the secured debt as
it is now receives relatively greater collateral support than
previously. It is a detriment to the subordinated debt as there is
now more secured debt in the capital structure which has a
priority claim. The company's B2 Corporate Family and Probability
of Default Ratings remain unchanged. The rating outlook is
positive.

Moody's anticipates that the proceeds of the new credit facility
will be used to refinance Select Medical's existing bank debt and
fund the tender for a portion of the company's subordinated notes.
Moody's also understands that the senior floating rate notes at
the parent holding company level will remain part of the capital
structure as originally anticipated. Therefore, Moody's will
withdraw the ratings of the refinanced credit facility at the
close of the transaction.

This is a summary of Moody's ratings actions.

Ratings upgraded:

   Select Medical Corporation:

   -- $300 million senior secured revolver expiring 2016 to Ba3
      (LGD 3, 30%) from B1 (LGD 3, 41%)

   -- $850 million senior secured term loan (reflects reduced term
      loan size) due 2018 to Ba3 (LGD 3, 30%) from B1 (LGD 3, 41%)

Ratings downgraded:

   Select Medical Corporation:

   -- 7.625% senior subordinated notes due 2015 to Caa1 (LGD 5,
      81%) from B3 (LGD 4, 62%)

Ratings unchanged/LGD assessments revised:

   Select Medical Holdings Corporation:

   -- $175 million senior floating rate notes due 2015, Caa1 (LGD
      6, 95%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- Speculative Grade Liquidity Rating, SGL-2

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

   Select Medical Corporation:

   -- $300 million senior secured revolver expiring 2013, Ba2 (LGD
      2, 14%)

   -- $268 million senior secured term loan due 2012, Ba2 (LGD 2,
      14%)

   -- $385 million senior secured term loan due 2014, Ba2 (LGD 2,
      14%)

RATINGS RATIONALE

"While the changes to the originally proposed refinancing impact
the expected loss estimates on the individual debt instruments,
the overall debt level remains the same as previously expected,"
said Dean Diaz, a senior credit officer at Moody's. "Interest
expense will likely increase modestly and cash flow generation
will decline from the announced change in the proposed capital
structure, but the impact on the estimated credit metrics is
expected to be minimal," continued Diaz

The B2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with considerable financial
leverage and that the company's reliance on the specialty hospital
segment for the majority of its EBITDA results in a concentration
of revenue from Medicare. However, the ratings are supported by
Moody's expectation that the company will continue to generate
strong free cash flow that can be used to repay debt. The rating
also reflects Moody's consideration of Select Medical's
considerable scale and position as one of the largest LTACH and
outpatient rehabilitation providers in the US.

Moody's could upgrade the rating if the company is expected to
maintain leverage below 5.0 times and free cash flow coverage of
debt around 5.0% through either improvement in the operating
results of the acquired Regency facilities or the benefits from
the inception of the joint venture partnership for rehabilitation
services with the Baylor Health Care System.

While the considerable reduction in leverage over the last two
years and the improvement in the maturity profile of the company
mitigates the likelihood of a rating downgrade in the near term,
Moody's could downgrade the rating if adverse developments in
Medicare reimbursement result in significant margin deterioration
and cash flow coverage metrics or if the company were to complete
a material debt financed acquisition or shareholder initiative.
More specifically, Moody's could downgrade the rating if leverage
was expected to rise to 6.0 times.

The principal methodology used in rating Select Medical
Corporation was the Global For-Profit Hospital Industry
Methodology, published September 2008. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Headquartered in Mechanicsburg, PA, Select Medical provides long-
term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment. The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. For the year ended December 31, 2010, the company
recognized net revenues of approximately $2.4 billion.


SELECT MEDICAL: S&P Raises Rating on Sr. Secured Facility to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Mechanicsburg, Pa.-based Select Medical Corp.'s proposed senior
secured credit facility to 'BB-' (two notches above the corporate
credit rating) from 'B+', and revised the recovery rating on the
debt to '1' from '2'. The '1' recovery rating indicates
expectations for very high (90%-100%) recovery of principal in the
event of default.

"The upgrade reflects the $350 million reduction in the proposed
amount of senior secured debt as compared with the amount we
originally considered," S&P stated.

The lower amount of senior secured debt improves recovery
prospects in the event of default as compared with S&P's original
analysis.

"At the same time, we lowered our issue-level ratings on Select
Medical's existing senior subordinated notes due 2015 to 'CCC+'
(two notches below the corporate credit rating) from 'B-' and
revised the recovery rating on the notes to '6' from '5'. The '6'
recovery rating indicates expectations for negligible (0%-10%)
recovery of principal in the event of default. These actions are
necessary since these notes will not be completely refinanced as
we had originally anticipated. We now expect about $345 million of
these notes to remain outstanding. The revised issue-level ratings
reflect weaker recovery prospects in the event of default due to
the increase in senior secured debt as compared with the current
amount of senior secured debt," S&P continued.

S&P noted, "Our speculative-grade ratings on Select Medical remain
unchanged and reflect its weak business risk profile characterized
by significant regulatory and reimbursement risk, given the
company's reliance on Medicare for nearly half of its revenues.
Additionally, the company has a relatively narrow service niche as
an operator of long-term, acute care hospitals (LTACHs), inpatient
rehabilitation hospitals, and outpatient rehabilitation clinics.
We do not believe there will be any significant industry changes
in these subsectors in the foreseeable future that would alter our
view of business risk."

"However, we believe that over the long term, the company may
struggle to meet the growing threat to the LTACH business from
nursing home efforts to treat more medically complex patients,"
S&P related.

The ratings also reflect Select Medical's aggressive financial
risk profile, with lease-adjusted leverage that S&P believes may
fall below 5x in 2011, and funds from operations (FFO) to lease-
adjusted debt of about 15%.

Ratings List

Select Medical Corp.
Corporate Credit Rating        B/Positive/--

Upgraded; Recovery Rating Revised
                                To             From
Select Medical Corp.
Senior Secured                 BB-            B+
   Recovery Rating              1              2

Downgraded; Recovery Rating Revised
                                To             From
Select Medical Corp.
Subordinated                   CCC+           B-
   Recovery Rating              6              5


SHUBH HOTELS PITTSBURGH: Court Stays Suit v. Hilton, Blackrock
--------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller granted the request of the
Official Committee of Unsecured Creditors of Shubh Hotels
Pittsburgh, LLC, to enforce automatic stay provisions of 11 U.S.C.
Sec. 362(a)(3) and for contempt and payment of sanctions or
damages pursuant to 11 U.S.C. Sec. 362(h)(1).

The Motion seeks to enforce the automatic stay with regard to the
filing of a six-count complaint on Oct. 14, 2010, by Atul Bisaria
in the United States District Court for the Southern District of
Florida.  The Complaint was filed against HLT Existing Franchise
Holding, LLC d/b/a Hilton Hotels Corporation, Blackrock Financial
Management, Inc., and Reed Smith, LLP, over the alleged conduct of
the Defendants regarding the Debtor's acquisition, ownership, and
management of a 713-room hotel property located at 600
Commonwealth Place, in Pittsburgh, Pennsylvania.  The Complaint
asserts claims against the Defendants for breach of the implied
covenant of good faith and fair dealing and for "tortuous [sic]
interference with [Bisaria's] advantages [sic] business
relationship[s]" existing between the Debtor and Mr. Bisaria and
several entities, including the Defendants.  The Complaint alleges
that Blackrock conspired with Hilton to induce a breach of
Blackrock's loan agreement with the Debtor via the termination of
a franchise agreement between the Debtor and Hilton.  The
Complaint also alleges that in complicity with those acts, Reed
Smith intentionally withheld funds belonging to the Debtor.  The
Motion requests that the Florida Action should be dismissed and
that Mr. Bisaria should be enjoined from prosecuting the claims.
The Committee contends Mr. Bisaria is asserting claims, which, if
they exist, belong to the Debtor's estate and not to Mr. Bisaria
individually.  The Committee contends that the filing of the
Florida Action was an attempt to exercise control over property of
the estate and is therefore void.

A copy of Judge Deller's May 16, 2011 Memorandum Opinion is
available at http://is.gd/pWLElNfrom Leagle.com.

                   About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the city of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated Sept. 1,
2010.

Shubh Hotels Pittsburgh filed for Chapter 11 bankruptcy (Bankr.
W.D. Pa. Case No. 10-26337) on Sept. 7, 2010, Judge Jeffery A.
Deller presiding.  The Debtor estimated its assets at $10 million
to $50 million and debts at $50 million to $100 million.

The Debtor is represented by David K. Rudov, Esq., at Rudov &
Stein; and Scott M. Hare, Esq., as bankruptcy counsel.  James R.
Walsh was appointed as Chapter 11 Trustee on Feb. 7, 2011.  He is
represented by lawyers at his firm, Spence, Custer, Saylor, Wolfe
& Rose.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Creditor Committee is represented by The Law Office
of Christopher A. Boyer and David W. Lampl, Esq. and John M.
Steiner, Esq., at Leech Tishman Fuscaldo & Lampl LLC.  The
Committee retained Meridian Financial Advisors, Ltd., as its
financial advisors.

Pittsburgh Grand LLC -- an equity holder of Shubh Hotel Pittsburgh
LLC -- and Dr. Kiran Patel, the principal of Pittsburgh Grand
filed a Modified Second Amended Plan of Reorganization on April 6,
2011.


SINCLAIR BROADCAST: Pinnacle Associates Holds 3.1% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Pinnacle Associates Ltd. disclosed that it
beneficially owns 2,526,131 shares of common stock of Sinclair
Broadcast Group, Inc., representing 3.1% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/WvNThw

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at March 31, 2011, showed
$1.57 billion in total assets, $1.71 billion in total liabilities,
and a $144.58 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SONA CO: Files for Chapter 7 Bankruptcy
---------------------------------------
Crain's New York Business reports that Sona Co., based in 104 W.
27th St., Manhattan, filed for Chapter 7 bankruptcy protection on
May 3.  The filing cites estimated debts of $500,001 to $1 million
and assets of $50,001 to $100,000.  Among the creditors with the
largest unsecured claims are 104 W. 27th St. Realty, owed
$189,243.73; CBB Group, owed $95,394.97; and Long Ocean Corp.,
owed $89,110.


SOUTH EDGE: Ch. 11 Trustee Taps Schwartzer & McPherson as Counsel
-----------------------------------------------------------------
Cynthia Nelson, the Court-appointed Chapter 11 trustee in the
Chapter 11 case of South Edge, LLC, asks the U.S. Bankruptcy Court
for the District of Nevada for permission to employ Schwartzer &
McPherson Law Firm as her local counsel.

The trustee proposes a hearing on May 23, 2011, at 1:30 p.m., to
consider the retention of Schwartzer & McPherson.

Schwartzer & McPherson will, among other things:

   a) assist in reviewing and evaluating documentation relating to
      the assets, liabilities, and historic and ongoing business
      affairs, operations and limited liability company
      organizational activities of the Debtor;

   b) assist in advising the trustee in negotiating, reviewing,
      drafting documents and pleadings, and consummating any
      transactions contemplated during this Chapter 11 Case; and

   c) assist in advising the Trustee in reviewing and resolving
      claims asserted against the Debtor's estate, including
      without limitation through claims objection and claims
      estimation proceedings.

The hourly rates of Schwartzer & McPherson's personnel are:

     Lenard Schwartzer             $485
     Jeanette E. McPherson         $435

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

The firm can be reached at:

         Lenard E. Schwartzer, Esq.
         Jeanette E. McPherson, Esq.
         SCHWARTZER & MCPHERSON LAW FIRM
         2850 South Jones Boulevard, Suite 1
         Las Vegas, NV 89146-5308
         Tel: (702) 228-7590
         Fax: (702) 892-0122
         E-Mail: bkfilings@s-mlaw.com

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Trustee Wins OK for Jones Vargas as Special Counsel
---------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada authorized Cynthia Nelson, the Court-appointed
Chapter 11 Trustee in the bankruptcy case of South Edge, LLC, to
retain Jones Vargas as special counsel.

As reported in the Troubled Company Reporter on April 5, 2011,
Jones Vargas will assist Milbank, Tweed, Hadley & McCoy, LLP, in
its representation of the Chapter 11 Trustee.

In addition, the firm will advise the Chapter 11 Trustee with
respect to the evaluation of infrastructure development and
applications for reimbursement under Local Improvement District
Bonds; and advise the Chapter 11 Trustee regarding rights and
obligations under agreements, covenants or state or local laws
affecting the subdivision of land and land use, including (i)
zoning and other entitlement issues, (ii) special or conditional
uses, (iii) review and possible renegotiation with local
governmental authorities, including the City of Henderson, of
development, parks, and annexation agreements and other
obligations to local governments.

The firm's Tracy A. DiFillippo, Esq., attested Jones Vargas has no
connection with the Chapter 11 Trustee, the Debtor, the Debtor's
creditors, the United States Trustee, Judge Bruce A. Markell, or
any other party with an actual or potential known interest in the
Chapter 11 Case. In addition, Jones Vargas does not hold or
represent an interest adverse to the Debtor's estate.

The firm's Gary Goodheart, Tracy DiFillippo and Conor Flynn will
be the attorneys primarily responsible for the local counsel
designations in the bankruptcy and appeal matters. Michael Buckley
and Edward Garcia will be the attorneys primarily responsible for
the real estate matters and land use related to the bankruptcy.

Jones Vargas will be paid its customary hourly rates.   Gary
Goodheart's current rate is $450 per hour, Michael Buckley's
current rate is $550 per hour, Edward Garcia's current rate is
$450 per hour, Tracy DiFillippo's current rate is $375 per hour,
and Conor Flynn's current rate is $195 per hour.  Other attorneys
at Jones Vargas are generally billed at $195 to $700 per hour and
paralegals and law clerks are billed at $145 to $185.

Jones Vargas has not received an advance payment to establish a
retainer to pay for legal services rendered or to be rendered to
the Chapter 11 Trustee in connection with the Chapter 11 case.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Jones Vargas Withdraws as Ch. 11 Trustee Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
the motion of Jones Vargas to withdraw as proposed counsel of
Cynthia Nelson, the Court-appointed Chapter 11 Trustee in South
Edge, LLC's involuntary Chapter 11 case.

As reported in the TCR on April 5, 2011, Cynthia Nelson tapped
Jones Vargas to assist lead counsel Milbank, Tweed, Hadley &
McCoy, LLP, in its representation of the Chapter 11 Trustee.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a Chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.  Chapter 11 trustee Cynthia
Nelson tapped Paul S. Aronzon, Esq., and Robert J. Moore, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, as her lead
bankruptcy counsel.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


STATION CASINOS: U.S. Trustee Forms Green Valley Committee
----------------------------------------------------------
August B. Landis, acting U.S. Trustee for Region 17, has
appointed three entities to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Station Casinos, Inc.'s
affiliate, Green Valley Ranch Gaming LLC, pursuant to Section 1102
of the Bankruptcy Code:

    1. MFS Investment Management
       Represented by: Janine Idelson, Esq.
       500 Boylston Street
       Boston, MA 02116-3741
       617-954-5185
       617-954-7779 ax

    2. Panton Capital Group
       Represented by: Kassahun Kebede
       245 Park Avenue, Ste. 2406
       New York, NY 10167
       212-582-3100

    3. Babson Capital Management, LLC
       Represented by: Thomas Q. McDonnell
       201 South College Street, Ste. 2400
       Charlotte, NC 28244
       704-805-7200
ly.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STATION CASINOS: Committee wants GV Confirmation Adjourned
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Green Valley
Ranch Gaming LLC sought and obtained Court authority to file
certain parts of its request to adjourn the confirmation hearing
of the April 12 Debtors' Joint Chapter 11 Plan as it pertains to
Green Valley under seal.

The Creditors' Committee asserted that certain information
contained in the exhibits are confidential and damaging to Green
Valley if obtained by a competitor.

Upon obtaining the sealing order, the Committee filed its request
to adjourn the confirmation hearing for at least one month.  The
Committee seeks that the May 25, 2011 confirmation hearing be
conducted as a status conference to establish certain pretrial
and trial procedures, including mediating any discovery disputes
between the Committee, Green Valley, and other stakeholders.

Robert J. Stark, Esq., at Brown Rudnick LLP, in New York,
contends that the Committee was recently formed, in April 29,
2011, and needs time to evaluate and test the April 12 Debtors'
Plan.

Mr. Stark tells the Court that there are hints of insider dealing
in the Plan.  He specifically points out that the Plan is
premised on (i) an expedited sale of substantially all of the
Debtor's assets to the purchaser of Green Valley -- an entity
controlled by the Fertitta family -- on a timeline dictated by
the insiders; (ii) an unreliable valuation assumption; (iii)
ratification of the GVR Transition Services Agreement, which is
an agreement negotiated by the very insiders who would benefit
from the proposed sale; (iv) broad releases of significant claims
against insiders; and (v) unsecured creditors are to receive
nothing on account of their claims.

The Plan's valuation assumption, Mr. Stark further argues, is
significantly undercut by (i) historical cash flows potentially
depressed by the wrongful acts of insiders; (ii) cash flow
projections may significantly understate Green Valley's earning
capacity; (iii) a now stale auction process conducted many months
ago; (iv) an auction process, outside the purview of this Court,
tainted by the participation of the insiders; (v) the apparent
failure to account for significant cyclicality in the Debtor's
industry; and (vi) the failure to appropriately account for
barriers to entry.

The auction of Green Valley's assets appears to have been rigged
to depress the value of Green Valley, Mr. Stark says.  He points
out that there is reason for suspicion regarding a key factor
that drove the results of the sale process and that is Green
Valley's historic cash flows.

"As this Court is aware, allegations of mismanagement and
wrongful insider dealing (by the same insider group that would
now purchase Green Valley at a depressed valuation) have been
raised," Mr. Starks notes.  "[T]he impact of this alleged
misconduct on Green Valley's historic cash flows (necessarily a
starting data point in projecting future cash flows for
forecasting and valuation purposes) must be investigated and
understood by this Court."

Despite Green Valley's self-serving representations that it ran a
robust sales process, Mr. Stark asserts that the Court must
consider the efficacy of that unsupervised sale process in light
of these points:

  (a) The gaming industry involves significant barriers to
      entry, like the industry's strict licensing requirements,
      that can constrain bidding by potentially interested
      parties;

  (b) The failure of insider-controlled management to engage
      potential bidders and respond timely and fully to
      information requests also undercut the sale process; and

  (c) The omnipresent control of Green Valley by Station
      Casinos, Inc. cast a large shadow over the bidding
      process.

Mr. Starks further notes that the gaming industry is highly
cyclical and fair valuation of large gaming properties like Green
Valley requires evaluation across business cycles.  However, he
points out, under the Plan the insiders would ask the Court to
sanction a sale to them at an enterprise value derived at the
"trough" of the industry cycle.  He notes that economic
conditions and Green Valley's results have improved markedly over
the many months since the auction.

"New data must be considered in arriving at Green Valley's
current enterprise value," Mr. Starks asserts.

The Committee says that in its limited time on the scene, it has
identified several potential estate causes of action Green Valley
now appears intent on ignoring.  Mr. Starks tells the Court that
these potential actions include, but are not limited to: (i)
fraudulent transfer and breach of fiduciary duty claims arising
out of the "Green Valley 2008 Note Distribution" whereby Green
Valley forgave $200 million of indebtedness owed by insiders in
2008; (ii) contract or tort claims emanating from the diversion
of so-called "whale" gamblers from Green Valley to entities
wholly-owned by Station Casinos; (iii) claims against certain
insiders for historic dividends, including the Green Valley 2007
Refinancing; and (iv) potential claims relating to mismanagement
of Green Valley, including usurpation of corporate opportunities.

Green Valley will not be unduly prejudiced by a reasonable
adjournment, Mr. Starks maintains.  He notes that having more
than $40 million of cash and cash equivalents on hand as of
March 31, 2011, Green Valley has sufficient liquidity for a
reasonable continuance of the confirmation hearing.

The Adjournment Request will be heard on May 25, 2011, at 10:00
a.m.  Any objection must be filed no later than May 23, at 12:00
p.m.

                   Steering Committee Objects

The Steering Committee of First Lien Term Lenders to Green Valley
Ranch Gaming LLC asks the Court to deny the Creditors'
Committee's request to adjourn the Confirmation Hearing.

Amy N. Tirre, Esq., in Reno, Nevada, contends that the request
violates an intercreditor agreement among Green Valley and credit
agreement agents dated February 16, 2007.

The Intercreditor Agreement is related to (1) a first lien credit
agreement Green Valley entered with Wilmington Trust FSB, as
successor administrative agent, and (ii) a second lien credit
agreement with Bank of New York Mellon, as successor
administrative agent and certain lender parties, both of which
are dated February 16, 2007.  The First Lien Obligations, all of
which were in default as of the Petition Date, exceed $606
million and are secured by a valid and enforceable first lien on
substantially all of Green Valley's assets, with certain
immaterial exclusions.  The Second Lien Obligations, which
aggregate approximately $270 million as of the Petition Date, are
secured by a second lien on the Collateral, with the same
immaterial exclusions as applicable to the First Lien
Obligations.  Green Valley's obligations under the First Lien
Credit Agreement and the Second Lien Credit Agreement are both
secured by the Collateral and its related proceeds.

The Intercreditor Agreement provides for the full and complete
subordination of the liens securing the Second Lien Obligations
to the liens securing the First Lien Obligations, and, in
particular, prohibits the Second Lien Lenders from taking any
action which would interfere with the disposition of the
Collateral by or on behalf of First Lien Lenders, Ms. Tirre
notes.

Ms. Tirre contends that the Confirmation Hearing Adjournment
Request, on its face, violates the Second Lien Lenders' agreement
that First Lien Lenders would have exclusive control over the
disposition of the Collateral.  It is also an unmistakable action
that would effort to hinder, delay or impede the First Lien
Lenders' exercise of remedies pursuant to the Plan, she argues.

By raising objections to the manner in which the First Lien
Lenders decide to enforce their rights, the members of the
Committee have asserted objections they agreed to waive, a waiver
that applies whether the objections are made as Second Lien
Lenders "or otherwise."

The members of the Committee offer no rationale to excuse them
from their express obligations to First Lien Lenders, Ms. Tirre
adds.

The Committee Members, Ms. Tirre points out, seem to believe that
the Intercreditor Agreement permits them to violate the
Intercreditor Agreement as much as they want so long as they
claim to do so, for the benefit of unsecured creditors.  "The
Intercreditor Agreement provides nothing of the sort, and any
claim to be acting for the benefit of unsecured creditors is
objectively false," Ms. Tirre asserts.

Ms. Tirre adds that the sale process was among the means by which
the First Lien Lenders determined how they would enforce their
rights, including their right to dispose of their Collateral in a
Chapter 11 plan.  "The Committee Members have no proper purpose
in pursuing an investigation of the sale process, since they have
expressly waived their right to object to any aspect of it," Ms.
Tirre says.

Wilmington Trust, as First Lien Agent, joins in the arguments
made by the Steering Committee in its objection filing.
ly.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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



STATION CASINOS: GV Wants Three Committee Members Removed
---------------------------------------------------------
Green Valley Ranch Gaming LLC asks the Bankruptcy Court to direct
the U.S. Trustee for Region 17 to remove MFS Investment
Management, Panton Capital Group, and Babson Capital Management
LLC from the Official Committee of Unsecured Creditors.

On behalf of Green Valley, James H. M. Sprayregen, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, contends that MFS
Investment, et al.:

  -- are subordinated Second Lien Lenders, not unsecured
     creditors.  In fact, under a February 2007 Intercreditor
     Agreement, the Secured Lenders have no claims against Green
     Valley when the First Lien Lenders release part of their
     claims in connection with exercising their remedies, like a
     sale;

  -- are precluded under a host of provisions under the 2007
     Intercreditor Agreement from discharging their fiduciary
     obligations as creditors' committee members.  Among other
     things, they cannot oppose confirmation of the Plan, the
     payment of sales proceeds to the First Lien Lenders, or
     even the validity, extent, or priority of the first liens;

  -- cannot adequately represent general unsecured creditors
     because they are hopelessly conflicted as holders of second
     lien claims.  The Secured Lenders have a single economic
     incentive to create value for the Second Lien Lenders
     without regard to general unsecured creditors;

  -- are in fact one creditor, because they hold loans under a
     single credit agreement and have delegated authority under
     that agreement to the second lien agent.  It is
     inappropriate for a committee to consist of one creditor,
     or to be so dominated by a group of creditors to the
     exclusion of others, especially when that group of
     creditors consists of sophisticated financial institutions
     that have already been involved in these matters for over a
     year and have been represented by counsel at their own
     expense.

Mr. Sprayregen asserts that the Court should not condone the
Secured Lenders' last minute subterfuge.  He maintains that the
Secured Lenders have been apprised of and have had counsel
advising them about Green Valley's restructuring efforts
throughout the process and so if they desire to challenge the
Plan, they should do so within the confines of the Intercreditor
Agreement and at their own expense -- but not through the guise
of a creditors' committee.

The Court will hear Green Valley's request on May 25, 2011, at
10:00 a.m.  Objections must be filed not later than May 23, 2011,
at 12:00 p.m.
ly.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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



STATION CASINOS: GV Wants to Limit Committee Discovery
------------------------------------------------------
Green Valley Ranch Gaming LLC asks Judge Zive (i) to forbid the
Official Committee of Unsecured Creditors from seeking discovery
in its case, or (ii) in the alternative, to enter an order
limiting the scope of discovery under Rules 26, 30, and 45 of the
Federal Rules of Civil Procedure, Rules 7026, 7030, and 9014 of
the Federal Rules of Bankruptcy Procedure, and Rule 4001 of the
Local Rules of Bankruptcy Procedure for the Bankruptcy Court of
the District of Nevada.

James H. M. Sprayregen, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, notes that the Creditors' Committee is wholly
comprised of three second lien creditors that have been active
players in Green Valley's more than year-long restructuring
efforts; and since January 2009, at least two of the three
Committee members have had counsel representing their interests
in the process.

Because Green Valley's plan of reorganization does not provide
any recovery for second lien creditors, the Committee members'
sole interest is to try to interfere with the confirmation of the
pre-packaged Plan in an attempt to extort some value for
themselves, Mr. Sprayregen contends.

The first and second lien lenders have an intercreditor agreement
with Green Valley, which prevents the second lien creditors,
including MFS Investment, et al., from challenging the Plan, Mr.
Sprayregen adds.  "[MFS Investment, et al.,] are only using the
cover of membership on the Unsecured Creditors' Committee to
skirt their intercreditor contractual duties."

Under the guise of an unsecured creditors committee, MFS
Investment, et al., have dumped outrageously broad and burdensome
discovery requests on 16 people and entities," Mr. Sprayregen
relates.  The document requests served on Green Valley and
Station Casinos, Inc. contain a total of 129 numbered requests
and also demands the depositions of 14 people and entities,
including current and former Green Valley management, its current
owners, advisors and independent committee members, counsel,
advisors and the agent for first lien lenders and a
representative of the company arranging exit financing.

Because MFS Investment, et al., are not proper members of the
Unsecured Creditors' Committee, as currently constituted, and
seek discovery for purposes contrary to their obligations under
the Intercreditor Agreement, they should be prohibited from
seeking any discovery, Mr. Sprayregen asserts.

If the Court determines that the Unsecured Creditors' Committee
is entitled to discovery, the Court should impose reasonable and
appropriate limits on what the Unsecured Creditors' Committee is
entitled to receive.

The Court will hear Green Valley's request on May 18, 2011.
Objections are to be filed no later than May 16, 2011.

In separate filings, these parties filed joinders to Green
Valley's request:

  -- Station Casinos, Inc.;

  -- Larry Lindholm, The Greenspun Corporation, and GCR Gaming,
     LLC;

  -- The Seaport Group LLC and Oppenheimer & Co., Inc.;

  -- Jefferies & Co., Inc.;

  -- William A. Bible, a member of the Transaction Committee
     conducting a "special investigation";

  -- Wilmington Trust FSB; and

  -- James E. Nave, D.V.M., a member of a certain "Transaction
     Committee".

                  Creditors Committee Responds

The Committee argues that the Court should put an end to Green
Valley's attempts to block it from carrying out its statutory and
fiduciary duties to investigate Green Valley's proposed Chapter
11 Plan and related issues.

It would eviscerate the U.S. Trustee's April 29, 2011 appointment
of the Committee if the Committee is to be rendered powerless to
conduct any independent investigation through the discovery
process, in preparation for advocating on behalf of all unsecured
creditors in connection with Green Valley's looming confirmation
hearing, Robert J. Stark, Esq., at Brown Rudnick LLP, in New
York, contends.

Granting Green Valley's request would be contrary to the reality
that plan confirmation is intended to be an adversarial process
whereby Green Valley, as Plan proponent, bears the burden of
establishing, over the objections of parties-in-interest, that
each of the Bankruptcy Code's requirements for confirmation is
satisfied by a preponderance of the evidence, Mr. Stark says.

Green Valley's request is aimed at foreclosing the Committee from
effectively advocating on behalf of its constituency on the
adjudication of whether Green Valley has satisfied the
confirmation requirements, Mr. Stark further argues.

For these reasons, the Committee asks Judge Zive to deny Green
Valley's Request.

In a separate filing, the Committee emphasizes it and its
professionals require swift cooperation from the Producing
Parties given that the confirmation hearing is scheduled for late
May.  Instead, the Committee complains that it has been blocked
at every turn from conducting any meaningful investigation into,
inter alia, the Plan's valuation assumptions and potential causes
of action arising out of Green Valley's and its insiders' pre-
and postpetition transactions and conduct.

After unilaterally deciding what the Official Committee needs by
way of discovery and producing a limited set of documents that do
not permit the Committee to carry out its duties to its
constituency, Green Valley now seeks to bar any further
discovery, Mr. Stark points out.

Mr. Stark reveals that Green Valley's offer to produce three
witnesses has been retracted pending the Court's ruling on the
competing requests for relief regarding discovery.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STRATEGIC AMERICAN: Hosts Shareholder Conference
------------------------------------------------
Strategic American Oil Corporation hosted a shareholder conference
call on Thursday, May 12, 2011, at 4:10 p.m. EST (3:10 p.m. CST)
discussing corporate updates.  The call began with a 15-minute
presentation followed by a Q&A session.

Jeremy Driver, CEO, discussed the recent acquisition of a private
Texas oil and gas company named Galveston Bay Energy, LLC, which
owns interests in, and operates, producing oil and natural gas
properties and related facilities in five fields located in
Galveston Bay, Texas.  During the update call, Mr. Driver
explained how this acquisition is immediately accretive to cash
flow, production, and reserves on a per share basis.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUN-TIMES MEDIA: Debtor Files Chapter 11 Plan of Liquidation
------------------------------------------------------------
BankruptcyData.com reports that Sun-Times Media Group (nka Chicago
Newspaper Liquidation) filed with the U.S. Bankruptcy Court a
Chapter 11 Plan of Liquidation and related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for the
liquidation and distribution of the Debtors' remaining assets for
the benefit of certain holders of allowed claims. Specifically,
holders of administrative claims and priority non-tax claims will
be paid full in case. Holders of priority tax claims (namely,
holders of the allowed IRS claim and allowed NY State claim),
comprising the only voting class, will receive all of the Debtors'
residual distributable value. All other classes of claims will
receive no distribution of their respective claims and interests."

The Court scheduled a June 20, 2011 hearing to consider the
Disclosure Statement.

                       About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ) --
http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008, showed total
assets of $479.9 million, total liabilities of $801.7 million, and
a stockholders' deficit of $321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
Serve as the Debtors' bankruptcy counsel.  Sun-Times Media's
investment banker is Rothschild Inc. and its restructuring advisor
is Huron Consulting Group.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors disclosed $479 million in
assets and $801 million in debts as of Nov. 7, 2008.

In October 2009, the bankruptcy judge approved the $25 million
sale of Sun-Times Media Group to STMG Holdings LLC, a private
investor group led by Chicago businessman and Mesirow Financial
Holdings Inc. CEO James C. Tyree.


SUNNYSLOPE HOUSING: Section 341(a) Meeting Scheduled for May 31
---------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Sunnyslope Housing Limited Partnership's Chapter 11 case on
May 31, 2011, at 10:30 a.m.  The meeting will be held at the US
Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix,
Arizona.

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

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

                   About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.   The Court entered on April 18, 2011, an order
granting the Debtor relief from the involuntary case.  Reid W.
Butler represents the Debtor in its restructuring effort.


T.D. BISTRO: Files for Chapter 7 Liquidation
--------------------------------------------
Gary Haber at the Baltimore Business Journal reports that
celebrity chef Timothy Dean's T.D. Bistro Inc. has filed for
Chapter 7 liquidation in U.S. Bankruptcy Court in Baltimore.

The Business Journal, citing a May 4 court filing, discloses that
T.D. Bistro has assets of between $50,001 and $100,000 and
liabilities of between $1 million and $10 million.  Its largest
unsecured creditor, according to the filing, is Washington, D.C.'s
Adams National Bank, which has a $1.2 million judgment against the
company, the report says.

Adams National Bank was awarded a confessed judgment in Circuit
Court for Baltimore City in April 2010 against Dean, T.D. Bistro
and M & T.D. Realty LLC, another Dean entity.

                    Previous Chapter 11 Filing

In May 2010, T.D. Bistro Inc. filed for chapter 11 bankruptcy
protection, estimating assets of less than $50,000, and
liabilities of between $100,000 and $500,000.  In August that
your, the Chapter 11 bankruptcy case was dismissed at the chef's
request.  In court papers, Mr. Dean's lawyers said the company's
hoped-for reorganization was no longer possible after it failed to
renew its liquor license.


THERMOENERGY CORP: Incurs $2.5 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Thermoenergy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $2.54 million on $948,000 of revenue for the three
months ended March 31, 2011, compared with a net loss of $1.98
million on $1.16 million of revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$3.97 million in total assets, $13.15 million in total liabilities
and a $9.18 million total stockholders' deficiency.

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

                        http://is.gd/n2nmWw

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


TRICO MARINE: Files Liquidation Plan Days After Spinning Off Units
------------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Trico Marine Services Inc. filed a bankruptcy
liquidation plan Thursday that proposes to pay its unsecured
convertible noteholders less than six cents on the dollar.

DBR notes Trico unveiled its liquidation plan less than a week
after completing an out-of-court spin off of its marine supply and
shipping businesses.

DBR reports the salient terms of the Plan:

     -- creditors of the companies in Chapter 11 will get 5% of
new DeepOcean stock plus warrants.  Trico estimates the stocks and
warrants are worth somewhere between $22 million and $37 million;

     -- A group of convertible noteholders, owed $162 million from
Trico's holding company, will get 29.5 % of that stake, for an
expected recovery of 5.5% on its claims;

     -- The bulk of the new shares and warrants, 70.5%, will go to
Trico 8.125% noteholders as payment for their deficiency claims.
They'll recover about 10.7 cents on the dollar on those claims,
which total $200.4 million;

     -- General unsecured creditors, owed about $3.1 million, will
divvy up $250,000 in cash for a recovery of about eight cents on
the dollar.

DBR notes the committee representing Trico's unsecured creditors
has indicated it may pursue lawsuits against Trico's directors and
officers for wrongdoing prior to the bankruptcy filing.  Trico
doesn't believe the creditors have any viable claims, but the
company does have a $45 million insurance policy that could pay
out if creditors are successful.

Judge Brendan Shannon will hold a hearing Monday to consider
disclosure statement explaining the Plan.

                     About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


UNIVITA HEALTH: S&P Assigns Prelim. 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Scottsdale, Az.-based insurance
administration services and integrated health care company Univita
Health Inc. "At the same time, we assigned a preliminary
'B' issue-level and preliminary '3' recovery rating, indicating
meaningful (50%-70%) recovery in the event of payment default, to
the company's proposed $220 million senior secured credit
facility. The facility consists of a $20 million revolving credit
facility due 2016 and $200 million term loan B due 2017," S&P
related.

Proceeds from the credit facility will be used to refinance
existing first-lien and mezzanine debt and to pay transaction-
related expenses and fees. Genstar Capital incurred the first-lien
and mezzanine debt to purchase Long Term Care Group Inc. in 2008
and Atenda Healthcare Solutions in 2009; the combination of those
companies created Univita Health Inc.

"The preliminary ratings on Univita Health Inc. reflect our
expectation that the financial sponsorship of the company will
dominate its low-speculative grade rating," said Standard & Poor's
credit analyst Michael Berrian. "Considering the accrual of
holding company paid-in-kind (PIK) cumulative preferred units,
which we view as debt under our criteria, the highly leveraged
financial risk profile reflects pro forma lease and preferred-
stock-adjusted leverage of more than 9x. At the same time, we
believe that Univita's business risk profile is weak, given the
company's relatively small size in each of its three niche
businesses, customer and geographic concentration, and the
potential for competition from larger companies in the integrated
health care business."

"Despite our expectation of continued free cash flow generation,
we believe that adjusted leverage will be about 9x at the end of
2011, and will likely be more than 8x over the next several years,
because of increasing adjusted debt from the PIK cumulative
preferred stock. However, we recognize the qualitative benefits
(financial flexibility, with no mandated need to access the
capital markets) that the PIK preferred stock provides to the
company. Thus, while adjusted debt leverage will be substantial,
liquidity will be adequate, in our view. From a bank covenant
perspective, Univita's pro forma debt to EBITDA will be no greater
than 4x, and will likely be less than 4x by the end of 2012
after covenant step downs," S&P stated.


U.S. CORP: FNMA Suit vs. Creditor Remanded to State Court
---------------------------------------------------------
On April 6, 2011, Petitioning Creditor Marshall E. Home filed a
notice of removal of Pima County Superior Court Case # 20103852 to
the Bankruptcy Court as a related proceeding to an involuntary
Chapter 11 case filed by Mr. Home against "U.S. Corp."  The
Removed Action is a forcible entry and detainer action against Mr.
Home by Federal National Mortgage Association.  In the Removed
Action, Mr. Home also filed a number of counterclaims against FNMA
and other parties and a motion for summary judgment.  The state
court entered an order on March 21, 2011, in favor of FNMA on the
FED Action and denied Mr. Home's counterclaims and motion for
summary judgment.  In a May 13, 2011 Memorandum Decision,
Bankruptcy Judge Eileen W. Hollowell remanded the case to the Pima
County court.

The case is Federal National Mortgage Association, v. Marshall E.
Home, Adv. Proc. No. 11-00664 (Bankr. D. Ariz.).  A copy of Judge
Hollowell's ruling is available at http://is.gd/ets5GWfrom
Leagle.com

Tucson, Arizona-based U.S. Corp and its Federal State of Arizona
Employees Agents Instrumentalities were put in involuntary Chapter
11 bankruptcy (Bankr. D. Ariz. Case No. 11-06731) on March 16,
2011, by creditors M & E Home, Jerald J. Gustafson and James P.
Moreno.


U.S. EAGLE: Creditors Committee Taps Porzio Bromberg as Counsel
---------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of U.S. Eagle
Corporation, et al., to retain Porzio, Bromberg & Newman, P.C., as
its counsel.

Porzio Bromberg will, among other things:

   -- assist and advise the Committee in its analysis of, and
      negotiations with, the Debtors and any third parties, in the
      formulation of any plan of reorganization or liquidation;

   -- assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Debtors' case; and

   -- analyze and advise the Committee of the meaning and import
      of all pleadings and other documents filed with the Court.

The Court ordered that Porzio Bromberg will not represent (a)
Scott Westphal or any person or entity related to or affiliated
with Mr. Westphal (other than the Committee), including but not
limited to any successors, heirs or assigns of Scott Westphal, in
connection with any claim or cause of action involving any of the
Debtors or Debtors' current directors, officers, agents, or
employees, or (b) any party other than the Committee in connection
with the Debtors' case.

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

The firm can be reached at:

         PORZIO, BROMBERG & NEWMAN, P.C.
         John S. Mairo, Esq.
         100 Southgate Parkway
         Morristown, NJ 07962-1997
         Tel: (973) 538-4006

                   About U.S. Eagle Corporation

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Court Grants Until August 4 to Decide on Leases
-----------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey gave U.S. Eagle Corporation, et al. until
Aug. 4, 2011, to assume or reject their unexpired nonresidential
real property leases.

The deadline for the Debtors to assume or reject their leases
expired on May 6, 2011.

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Has Until Sept. 2 to Propose Plan of Reorganization
---------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey extended U.S. Eagle Corporation's exclusive
right to file and solicit acceptances for the proposed plan or
plans of reorganization until Sept. 2, 2011, and Nov 11,
respectively.

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


VALENCE TECHNOLOGY: CFO Resigns; D. Gotthschalk to Assume Role
--------------------------------------------------------------
Valence Technology, Inc., announced the resignation of Ross
Goolsby, Chief Financial Officer, effective June 3, 2011, to
pursue other business opportunities.  Donald E. Gottschalk, who
joined the company in 2007 and is currently serving as Corporate
Controller, will assume the role of Acting Chief Financial
Officer.

Mr. Gottschalk has over 25 years of financial management
experience and has held significant business operations, financial
planning and analysis, and finance and accounting positions at
Capital Anesthesiology, Inc, Cellular One, and Thermon
Manufacturing Co.  He has been a C.P.A. since 1986.

"Ross has been a valuable member of our senior management team and
I wish him the best as he pursues his next venture," stated
president and chief executive officer Robert L. Kanode.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at Dec. 31, 2010, showed
$36.78 million in total assets, $103.87 million in total
liabilities and $67.09 million in total stockholders' deficit.
Stockholders' deficit was $75.20 million at Sept. 30, 2010.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology's ability as a going concern following the Company's
fiscal 2010 results.  The Company has incurred operating losses
each year since its inception in 1989 and had an accumulated
deficit of $581 million as of March 31, 2010.  For the fiscal
years ended March 31, 2010, 2009, and 2008 the Company sustained
net losses available to common stockholders of $23.2 million,
$21.4 million, and $19.6 million, respectively.


VIKING SYSTEMS: Sells 9-Mil. Common Shares for $3 Million
---------------------------------------------------------
Viking Systems, Inc., closed on agreements with Clinton Group,
Inc., and other accredited investors for a private placement of
12,000,000 shares of the Company's common stock, along with
warrants to purchase up to 9,000,000 shares of the Company's
common stock, yielding gross proceeds of $3,000,000.  The warrants
will have an exercise price of $0.25 per share, subject to
adjustment, will expire five years from May 10, 2011, and are
exercisable in whole or in part, at any time prior to expiration.
In conjunction with the completed Transaction, the Company has
agreed to reimburse to Clinton Group, Inc., an amount up to
$50,000 for reasonable and documented out-of-pocket expenses
incurred by the Investors.  Such reimbursement will be paid upon
demand against presentation of reasonably detailed invoices for
those expenses.

The Company anticipates using the proceeds from the offering for
general corporate purposes and working capital, including the
funding of additional demonstration systems for the Company's 3DHD
Vision System as well as for sales and marketing expansion.

Pursuant to the terms of a Registration Rights Agreement dated
May 5, 2011, between the Company and the Investors, the Company is
obligated to file a registration statement with the SEC on or
before sixty calendar days after May 10, 2011, to register the
resale by the Investors of the 12,000,000 shares of the common
stock underlying the Purchase Agreement, and to register the
warrants to purchase an additional 5,551,034 shares of the
Company's common stock purchased by the Clinton Group, Inc., in a
third-party transaction with the prior holder, Midsummer
Investment Ltd.  The Company is obligated to use all commercially
reasonable efforts to have the registration statement declared
effective by the SEC within 90 days after the registration
statement is filed.  If the Company does not register a sufficient
number of the Investors' shares before the 90 day deadline, the
Company will have to pay 1% of the amount invested to the
Investors each month as liquidated damages, subject to certain
conditions.  The maximum amount of liquidated damages that the
Company will pay pursuant to the Registration Rights Agreement is
3% of the total amount invested.

Immediately prior to the Company's entry into the Purchase
Agreement with the Investors, on May 10, 2011, the Company
terminated its equity line of credit facility under the Investment
Agreement with Dutchess Opportunity Fund, II, LP, dated Jan. 7,
2010.  Pursuant to the Investment Agreement, Dutchess committed to
purchase up to $5,000,000 of the Company's common stock over
thirty-six months.  The Company did not incur any penalties in
connection with such early termination.

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company's balance sheet at March 31, 2011, showed
$4.24 million in total assets, $2.49 million in total liabilities,
all current and $1.75 million in total stockholders' equity.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VILLAGE AT CAMP: Amends Chapter 11 Plan & Disc. Statement
---------------------------------------------------------
Village at Camp Bowie I LP amended its Chapter 11 plan of
reorganization and disclosure statement filed with the U.S.
Bankruptcy Court for the Northern District of Texas.

Like in the original plan, the Amended Plan contemplates that the
Reorganized Debtor will continue in business and creditors will be
paid 100% of their claims over time.

The Amended Plan contemplates that the Debtor will pay its
creditors from cash on hand plus $1,000,000 from the preferred
equity to be issued to participating interest holders of the
debtor or other third party investors and from future revenue of
the Reorganized Debtor.  The original iteration of the Plan
contemplates raising $600,000 from the issuance of preferred
equity.

The allowed secured claim of Western Real Estate Equities LLC will
be paid through a combination of cash and issuance of the New
Western Note which shall have a 5 year term, bear interest at a
rate of 5.83% per annum, with interest only payments for the first
36 months following the Effective Date, principal and interest
payments based on a 30 year amortization for months 37 - 59 with
the remaining principal balance and all accrued and unpaid
interest due at maturity in month 60.

Under the Amended Plan, the claims of general unsecured creditors
will be paid in full, without interest through three monthly
payments beginning on the Effective Date.  The original iteration
contemplated six monthly payments.

Like in the original plan, the Amended Plan provides that existing
equity interest holders will be subordinated to the preferred
equity, but will otherwise retain their interests in the Debtor
under the Plan.

A full-text copy of the Amended Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?75bf

A full-text copy of the Amended Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?75c0

                   About Village at Camp Bowie

Dallas, Texas-based Village at Camp Bowie I, L.P., is the owner of
a mixed use real estate development located in Forth Worth, Texas,
on Camp Bowie Boulevard between Bryant Irvin Road an Ridglea
Avenue, about 1/2 mile south of I-30 an known as the Village at
Camp Bowie.  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-45097) on Aug. 2, 2010.  J. Mark
Chevallier, Esq., at McGuire, Craddock & Strother, P.C., in
Dallas, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


VISTEON CORP: CEO Received More Pay Than Ford's in 2010
-------------------------------------------------------
MotorTrend.com reports that Donald Stebbins, CEO of Visteon Corp.,
in 2010 received more compensation than Alan Mulally, head of Ford
Motor Company, the only member of Detroit's Big 3 automakers not
to have sought bankruptcy protection and a massive bail-out from
the U.S. government.  Mr. Mulally has recently come under fire
from United Auto Workers President Bob King for his supposedly
lavish compensation.

According to the report, most of Mr. Stebbins' compensation stems
from a $21.2 million stock award.

The report also relates William Quigley, Visteon's executive vice
president and CFO, received a $11 million package, $10 million
more than in 2009.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor were Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.

The Bankruptcy Court entered an order on Aug. 31, 2010, confirming
the Fifth Amended Plan of Reorganization of Visteon Corporation
and its debtor-affiliates.  Visteon emerged from Chapter 11 on
Oct. 1.

                           *     *     *

In December 2010, Standard & Poor's Ratings Services assigned its
'B+' corporate credit rating on reorganized Visteon.  Moody's
Investors Service gave Visteon Corporate Family and Probability of
Default Ratings of 'B1'.


WARNER MUSIC: Thomas H. Lee Discloses 35.63% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Advisors, LLC, and its
affiliates disclosed that they beneficially own 55,491,627.581
shares of common stock of Warner Music Group Corp. representing
35.63% of the shares outstanding.

The Company announced on May 6, 2011, that it had entered into an
Agreement and Plan of Merger, dated as of May 6, 2011, with
Airplanes Music LLC, and Airplanes Merger Sub, Inc.  The Acquiring
Parties are affiliated with Access Industries, Inc.

The Merger Agreement provides for, upon the terms and subject to
the conditions in the Merger Agreement, the merger of Merger Sub
with and into the Company with the Company surviving as a wholly-
owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the effective time of the
Merger, each outstanding Share will be cancelled and will be
converted automatically into the right to receive $8.25 in cash,
without interest.  The closing of the Merger is subject to various
conditions, including the approval by the holders of a majority of
the outstanding shares of the Company's common stock entitled to
vote on the Merger, certain regulatory approvals and the absence
of any Company Material Adverse Effect

In connection with the execution of the Merger Agreement, Parent
and certain stockholders of the Company have entered into a voting
agreement, dated as of May 6, 2011, pursuant to which those
stockholders, consisting of the Reporting Persons, affiliates of
Bain Capital and Edgar Bronfman, Jr., have agreed with Parent,
among other things, to vote approximately 56% of the Shares in
favor of the Merger and the adoption of the Merger Agreement and
against any competing takeover proposals, subject to the
limitations set forth in the Voting Agreement.  During the term of
the Voting Agreement, each of the Stockholders has agreed not to
transfer any of such Shares, except as permitted by the Voting
Agreement.

The Stockholders' obligations under the Voting Agreement will
terminate upon the earlier of (i) the consummation of the Merger
and (ii) the termination of the Merger Agreement in accordance
with its terms, including in connection with a Superior Proposal.
In addition, in the event the Company terminates the Merger
Agreement to enter into a Superior Proposal in circumstances in
which a Company Termination Fee has been paid, and such Superior
Proposal is consummated, such Stockholders have agreed to pay
Parent 50% of any consideration received by them in excess of the
Merger Consideration upon consummation of such transaction.

A full-text copy of the regulatory filing is available at no
charge at http://is.gd/g2SzBN

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported 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.

                          *     *     *

In May 2011, 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.


WASHINGTON COUNTY MEMORIAL: Ind. Appeals Court Rules on Shonk Suit
------------------------------------------------------------------
Shonk Electric, Inc., appeals a trial court's entry of summary
judgment in favor of Siemens Medical Solutions USA, Inc. and award
of attorneys' fees in favor of Siemens.  The Court of Appeals of
Indiana affirmed and remanded, holding that it found no abuse of
discretion in granting Siemens its attorneys' fees and denying
Shonk its attorney's fees.  The Appeals Court also found that
appellate attorneys' fees are appropriate in the case.  The Court
remanded to the trial court for a hearing to determine Siemens'
appellate attorneys' fees.

Pursuant to a lease agreement dated April 10, 2008, Washington
County Memorial Hospital leased an MRI unit and related equipment
from Siemens.  Siemens provided financing to the Hospital for the
"build-out of its facilities to house" the equipment.  In May
2008, the Hospital's general contractor, Richardson Construction
Co., hired Shonk as a subcontractor to perform electrical work at
the Hospital, including work necessary for the installation of the
MRI equipment.  Upon completion of work, Shonk submitted invoices
to Richardson Co. for payment.  Subsequently, the Hospital
defaulted under the terms of the lease and financing agreements.
On June 16, 2009, the Hospital filed for Chapter 11 bankruptcy.
Siemens filed a proof of claim for $2,656,341.  After the Hospital
rejected the lease agreement in November 2009, Siemens sold the
MRI equipment for $800,000, leaving Siemens with an unsecured
claim in the amount of $1,806,341.

On July 17, 2009, Shonk filed a complaint against Siemens; Jim
Richardson and Jeff Richardson, individually; and Richardson Co.
to recover payment due in the amount of $41,583.

The case if Shonk Electric, Inc., Appellant, v. Siemens Medical
Solutions USA, Inc., Appellee, No. 55A05-1009-CC-554 (Ind. App.
Ct.).  A copy of the Court of Appeal's May 17, 2011 Memorandum
Decision is available at http://is.gd/bgk86Lfrom Leagle.com.


WASHINGTON MUTUAL: Chapter 11 Plan Flooded With Objections
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a slew of equity
and debt holders, class action plaintiffs and a former executive
objected to Washington Mutual Inc.'s reorganization plan in a
Delaware court Friday, saying it could stymie their own lawsuits
or decrease their payouts.

About 20 objections were filed Thursday, Friday and Monday to the
proposed Chapter 11 reorganization plan for WMI by two groups of
securities class action plaintiffs, institutional investors who
hold $600 million in WMI debt, former WMI Chief Operating Officer
Stephen J. Rotella and others, according to Law360.

                    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.


WECHSLER & CO: Sanford Becker Out, Taps KGS LLP as Accountants
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Wechsler & Co., Inc., to:

   -- terminate the employment of Sanford Becker & Co., P.C. as
      accountants; and

   -- employ KGS LLP as substitute accountants.

The Debtor related that the Court approved the employment of
Sanford Becker & Co., P.C. as accountants for the Debtor, however,
Sanford's insurance carrier informed its professional liability
insurance did not include work performed in connection with any
bankruptcy proceeding.  Accordingly, Sanford notified the Debtor
that it would not be able to continue as accountants for the
Debtor.

KGS LLP is overseeing and assisting the Debtor in preparing both
state and federal income tax returns for the Debtor.

The Debtor added that KGS LLP received a third party retainer in
the amount of $2,500 from Norman Wechsler.

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

The Debtor is represented by:

         RATTET, PASTERNAK & GORDON-OLIVER, LLP
         Jonathan S. Pasternak, Esq.
         Erica R. Feynman, Esq.
         550 Mamaroneck Avenue
         Harrison, NY 10528
         Tel: (914) 381-7400

                    About Wechsler & Co., Inc.

Mount Kisco, New York-based Wechsler & Co., Inc., is a private
investment firm that invests in both public and privately held
companies.  The Company filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-23719) on Aug. 18, 2010.  Jonathan S.
Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver, LLP,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss
-----------------------------------------------------------
Westmoreland Coal Company reported a net loss of $18.73 million on
$127.76 million of revenue for the three months ended March 31,
2011, compared with a net loss of $3.74 million on $126.44 million
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $787.98
million in total assets, $294.36 million in total debt and a
$173.92 million total deficit.

"The first quarter of 2011 was the sixth straight quarter in which
we increased our operating profit and adjusted EBITDA over the
prior year quarter" said Keith E. Alessi, Westmoreland's President
and CEO.  "As previously announced, we incurred substantial
charges during the quarter related to the refinancing of debt and
placement of our senior subordinated debt issuance in February
2011.  The expiration of an unfavorable coal contract led to
improved results in our coal operation despite lower sales.
Strong hydro-power conditions combined with scheduled maintenance
shutdowns by our coal customers and our ROVA plant will negatively
impact our Q2 2011 versus the Q2 2010 results.  However, this is
in line with our expectations."

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

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$750.3 million in total assets, $912.7 million in total
liabilities, and a stockholders' deficit of $162.4 million.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WHOLE FOODS: S&P Raises CCR to 'BB+' on Stronger Operations
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based organic and natural grocer Whole
Foods Market Inc. one notch to 'BB+' from 'BB'. The outlook is
stable.

"The rating action comes after the company reported stronger
second-quarter results than we anticipated. The improved
operations over the past year and a half have allowed the company
to repay outstanding borrowings on its term loan -- due in August
of 2012 -- more quickly than anticipated, thereby enhancing credit
protection measures," S&P stated.

"The rating on Whole Foods reflects our expectation that the
company will maintain its sales and profit growth and enhance
credit metrics," said Standard & Poor's credit analyst Charles
Pinson-Rose. "It is positioned as the leader in the organic and
natural food retailing sector, which has outperformed traditional
grocery stores and we foresee that trend continuing. Nonetheless,
we view the company's business risk profile as fair because the
competitive nature of the industry, coupled with food inflation,
could stunt the recent favorable trends. We assess Whole Foods'
financial risk as significant."


WIKILOAN INC: Incurs $3.15 Million Net Loss in Fiscal 2011
----------------------------------------------------------
Wikiloan Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$3.15 million on $635,184 of revenue for the year ended Jan. 31,
2011, compared with a net loss of $596,639 on $1,801 of revenue
for the same period during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed $497,115 in
total assets, $2.62 million in total liabilities, and
a $2.12 million total stockholders' deficit.

PS Stephenson & Co., PC, in Wharton, Texas, expressed substantial
doubt about WikiLoan's ability to continue as a going concern
following the Company's results for the fiscal year ended Jan. 31,
2011.  The independent auditors noted that the Company has no
revenue, significant assets or cash flows.

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

                       http://is.gd/2wnQDz

                        About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.


WOLF MOUNTAIN: Court Rejects Dismissal Bid But Grants Stay Relief
------------------------------------------------------------------
Judge Peter H. Carroll denied ASC Utah LLC's request to dismiss
the chapter 11 case of Wolf Mountain Resorts, L.C., and to bar the
Debtor from re-filing for bankruptcy for 90 days.

Judge Carroll, however, granted ASC Utah relief from the automatic
stay, permitting it to seek an extension of a pre-judgment writ of
attachment issued by a Utah state court on May 5, limited as to
any property attached prior to the Debtor's bankruptcy filing; and
to allow parties in interest to conclude all matters directly
related to Consolidated Case No. 060500297 pending before the
Third Judicial District Court in Summit County.

Judge Carroll said the stay relief includes any appeal and the
Utah court may determine the appropriate amount of supersedeas
bond related thereto.

As reported by the Troubled Company Reporter, ASC Utah seeks
dismissal of the case so it can continue collection of a jury
award and pursue a return of transferred property.  ASC Utah
bought a ski resort from Wolf Mountain in 1997.  ASC charged that
the "case represents a veritable poster child for bad faith
Chapter 11 filings."  ASC said the sale was structured so ASC
leased the real property for 200 years with an option to purchase.
ASC and Wolf Mountain began lawsuits against one another in 2006.
The result was a $55 million state-court jury verdict against Wolf
Mountain in March.  In early May, Wolf Mountain allegedly
transferred its property to insiders, ASC said.  The state court
judge in Utah gave ASC an attachment on the transferred property.
The attachment was to expire May 19.

The Debtor objected to ASC's request, saying ASC wants to grab and
force a fire-sale of the Debtor's substantial assets to satisfy
its alleged claim ahead and to the detriment of all other
creditors, while at the same time, insulting itself from any
preferential transfer liability.  The Debtor said its case is not
about "a classic two-party dispute," secreting assets, forum
shopping or re-litigating a state court action.  Rather, the case
is about protecting the Debtor's substantial assets, maximizing
their value and maintaining the status quo with regard to claim
priority rights held by the Debtor's multiple creditors.

ASC Utah is represented in the case by:

          Gary E. Klausner, Esq.
          Scott H. Yun, Esq.
          STUTMAN TREISTER & GLATT PC
          1901 Avenue of the Stars, 12th Floor
          Los Angeles, CA 90067
          Tel: 310-228-5600
          Fax: 310-228-5788
          E-mail: gklausner@stutman.com
                   syun@stutman.com

               - and -

          Clark K. Taylor, Esq.
          VAN COTT BAGLEY CORNWALL & MCCARTHY PC
          36 South State Street, Suite 1900
          Salt Lake, UT 84111
          Tel: 801-237-0425
          Fax: 801-237-0888
          E-mail: ctaylor@vancott.com

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


WOLF MOUNTAIN: Sec. 341 Creditors' Meeting Set for June 15
----------------------------------------------------------
The United States Trustee for the Central District of California
will hold a meeting of creditors in the bankruptcy case of Wolf
Mountain Resorts, L.C., on June 15, 2011 at 3:00 p.m. at RM 2610,
725 S Figueroa St., in Los Angeles.

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

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

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California, is
the former operator of The Canyons Ski Resort, one of Utah's
biggest vacation spots.  Wolf Mountain Resorts owns or leases most
of the land that comprise the ski resort, which it in turn leased
to ASC Utah Inc. pursuant to a ground lease and related
agreements.

Wolf Mountain Resorts filed for Chapter 11 bankruptcy just weeks
after it lost a $54.4 million legal battle with the resort's
former operator.  It filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-30162) on May 9, 2011.  Judge Peter Carroll
presides over the case.  Mark S. Horoupian, Esq., at
SulmeyerKupetz, serves as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


WRIGLEY (WM) JR.: Moody's Upgrades CFR to Ba1; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of the Wm Wrigley Jr. Company
("Wrigley") to Ba1 from Ba2. Moody's also upgraded the ratings on
$2.1 billion of secured debt instruments to Baa1 from Baa2. The
outlook is stable.

The ratings upgrades reflect the further progress Wrigley has made
in reducing the high financial leverage that resulted from the
acquisition of the company in 2008 by Mars, Inc. ("Mars"). The
upgrades also reflect the meaningful operational improvements
achieved under the influence of Mars, including significant cost
and working capital savings. Although Wrigley remains an
independently-operated subsidiary of Mars, Inc., the companies
have benefited mutually from the sharing of best business
practices.

RATING RATIONALE

Wrigley's Ba1 Corporate Family Rating reflects Wrigley's strong
qualitative factors - including its portfolio of well-known
confectionary brands, high profit margins, and global reach.
Wrigley's financial leverage remains high and its interest
coverage weak for the current rating category, but should continue
to steadily improve over time through debt repayment and earnings
growth.

Ratings upgraded:

Wm Wrigley Jr. Company:

   -- Corporate Family Rating to Ba1 from Ba2;

   -- Probability of Default Rating to Ba1 from Ba2;

   -- $200 million senior secured revolving credit facility due
      2014 to Baa1 from Baa2;

   -- $149 million senior secured bank term loan due 2014 to Baa1
      from Baa2;

   -- $1.8 billion of senior secured notes due 2011-2014 to Baa1
      from Baa2.

On January 4, 2011 Wrigley entered into a new $200 million one-
year revolving credit agreement with Mars that expires December
31, 2011. The terms of the new agreement are similar to the
preexisting senior secured $200 million revolving agreement
provided by Rabobank, but is not rated by Moody's.

The stable outlook reflects Moody's expectation that Wrigley will
continue to make progress de-levering and simplifying its capital
structure over time, but that it could take some time before the
company is able to adequately address its restrictive, high-cost
capital that resulted from the acquisition by Mars. For example,
Berkshire Hathaway still holds $4.4 billion of high-cost 11.45%
subordinated notes due 2018 of Wrigley and $2.1 billion of 5%
preferred stock of Wrigley and of the holding company that legally
owns Wrigley's stock. These securities are all serviced by
Wrigley's cash flows, which weakens its credit metrics.

"Qualitatively, Wrigley already has a high-grade profile," said
Brian Weddington, Senior Credit Officer at Moody's. "To the extent
it can further align its capital structure with its strong
fundamentals, Moody's could begin to consider a move to investment
grade," added Weddington,.

An upgrade to investment grade would also require Wrigley to
maintain stable operating performance and to sustain stronger
credit metrics, including debt/EBITDA leverage below 4.0 times,
and EBITA/interest of at least 3.0 times. Conversely, if operating
performance deteriorated such that debt/EBITDA is sustained above
5.0 times, a downgrade could occur.

The assigned Baa1 ratings on the senior secured debt instruments
are three notches higher than the Corporate Family Rating,
reflecting their all-assets secured position. There is currently
$6.1 billion of unsecured funded debt (not publicly rated by
Moody's), or 76% of total funded debt that is ranked below the
senior secured debt.

Moody's takes into consideration the implicit support of parent
company Mars, which has invested nearly $14 billion in cash and
assets in Wrigley and has a comparatively stronger credit profile.
This enhances Wrigley's liquidity profile, however, given that
there are no formal support agreements in place, such as parent
guarantees from Mars, the relationship does not currently provide
sufficient lift to warrant notching Wrigley's ratings higher.

The principal methodology used in rating Wm Wrigley Jr. Company
was the Global Packaged Goods Industry Methodology, published July
2009.

Wm. Wrigley Jr. Company, a Chicago, Illinois-based, wholly-owned
subsidiary of Mars, Inc., is a leading global confectionery
products company and the largest manufacturer of chewing gum in
the world. Wrigley's products are sold in over 180 countries. Key
brands include: Doublemint, 5, Orbit, Extra, Starburst, Skittles,
Eclipse, Altoids and Life Savers. Net revenues in fiscal 2010
totaled $6 billion.

Mars, Incorporated, headquartered in McLean, Virginia, is a
family-owned leading producer of confectionery, food, and pet care
products. Mars operates in over 66 countries. Key brands include
Dove, M&M's, and Snickers confectionery products, Uncle Ben's
rice, and Pedigree and Whiskas pet care products.


ZALE CORP: Matthew Appel Appointed Chief Administrative Officer
---------------------------------------------------------------
Matthew W. Appel was appointed as Chief Administrative Officer of
Zale Corporation on May 5, 2011.  In this role, Mr. Appel will be
responsible for real estate, supply chain and logistics,
merchandise planning and allocation, information technology,
warranty, repair and credit products, as well as the ongoing
management of the Company's finance and control functions.  Mr.
Appel will continue to serve as the Company's Chief Financial
Officer.

Mr. Appel, age 55, was named Executive Vice President of the
Company effective May 2009 and appointed Chief Financial Officer
of the Company on June 15, 2009.  From March 2007 to May 2009, Mr.
Appel served as Vice President and Chief Financial Officer of
ExlService Holdings, Inc.  Prior to ExlService Holdings, Inc, Mr.
Appel was Vice President, BPO Product Management from 2006 to 2007
and Vice President, Finance and Administration BPO from 2003
through 2005 at Electronic Data Systems Corporation.  From 2001 to
2003, Mr. Appel was the Senior Vice President, Finance and
Accounting BPO at Affiliated Computer Services, Inc.  Mr. Appel
began his career with Arthur Andersen, where he spent seven years
in their audit practice.  Mr. Appel is a certified public
accountant and certified management accountant.

In connection with Mr. Appel's appointment as Chief Administrative
Officer, Mr. Appel's annual base salary was increased from
$470,000 to $540,000.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company's balance sheet at Jan. 31, 2011 showed $1.20 billion
in total assets, $960.97 million in total liabilities and $244.01
million in total stockholders' investment.


ZOEY ESTATES: Sec. 341 Creditors' Meeting Set for June 7
--------------------------------------------------------
The U.S. Trustee for the Northern District of Texas in Dallas will
hold a meeting of creditors in the bankruptcy case of Zoey
Estates, LLC, on June 7, 2011, at 1:30 p.m. at Dallas, Room 976.

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

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

Meanwhile, proofs of claim against the Debtor are due by Sept. 6,
2011.

Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group,
LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-33116) on May 5, 2011.  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., serves as bankruptcy counsel.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


ZOEY ESTATES: Case Reassigned to Bankruptcy Judge Hale
------------------------------------------------------
Zoey Estates, LLC's Chapter 11 case has been reassigned to
Bankruptcy Judge Harlin DeWayne Hale from Judge Stacey G.
Jernigan.

Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group,
LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-33116) on May 5, 2011.  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., serves as bankruptcy counsel.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


* Crowell & Moring Expands on Both Coasts With Two New Partners
---------------------------------------------------------------
In a response to new opportunities in the deal market, Crowell &
Moring LLP has bolstered its Corporate Group with the addition of
two partners to the firm's New York and San Francisco offices.
Paul J. Pollock, who concentrates his practice on middle-market
private equity, mergers and acquisitions (M&A) and corporate
finance, joins the firm's New York office from Katten Muchin
Rosenman LLP.  Jeffrey C. Selman, who joins Crowell & Moring's San
Francisco office from Nixon Peabody LLP, is a transactional lawyer
who focuses his practice on advising emerging and middle-market
public and private technology and life sciences companies and
investors.

"Our growth is a reflection that the deal market is heating up,
and Paul and Jeff will play an important role in helping our
clients take advantage of new opportunities," said James R.
Stuart, chair of Crowell & Moring's Corporate Group.  "Paul and
Jeff are seasoned partners with an impressive wealth of experience
in the key markets of New York and San Francisco.  Our group has
grown significantly in recent years, and our new additions build
on the incredible book of experience we've amassed leading middle-
market deals for the most prestigious and most promising
businesses."

Pollock's clients have primarily included private equity funds and
sponsors, venture and venture-backed corporations, and senior and
subordinated lenders, to which he provides corporate counseling on
a wide variety of issues.  Selman represents emerging and middle-
market public and private technology and life sciences companies
and investors on formation, equity and debt financing, mergers and
acquisitions, licensing, restructurings, board and management
issues, and general corporate and commercial transactional
matters.

Pollock has represented a variety of buyers and sellers in M&A
transactions, as well as non-U.S. companies seeking to enter the
U.S. marketplace or engage in transactions with U.S. companies.
In addition, his distressed debt experience includes work for
lenders, buyers, and sellers in workouts and refinancing inside
and outside of bankruptcy.  These transactions include asset
sales, 363 sales, and leveraged and non-leveraged
recapitalizations.

Pollock has also represented underwriters in public offerings,
placement agents in private placements, and foreign issuers in
connection with securities offerings under SEC Regulation S. His
clients are from a wide range of industries, including publishing,
automotive, media and entertainment, high-tech, and health care
technology.

Since joining the firm, Pollock has represented Italkithen
International, Inc., a Miami-based provider of custom kitchens for
hotel and apartment developers; Monomoy Capital Partners, L.P. in
connection with the acquisition of Steel Parts Manufacturing,
Inc., an Indiana based manufacturer of transmission clutch plates;
and the owners of projectiondesign LLC, a New Jersey based
distributor of high end projectors in connection with the sale of
all of the equity of their company

According to Pollock, "There's a real change in the deal universe.
After a tough few years, companies, lenders, and non-traditional
lenders are back in business.  As the equity marketplace once
again looks at venture opportunities, I am excited to join Crowell
& Moring to better help clients navigate the M&A reemergence."

Selman has extensive experience facilitating transformative growth
of small to mid-cap public and emerging private technology and
life science companies through corporate finance and securities
work, and middle-market M&A's and other strategic transactions.
His representation of public companies includes public offerings,
PIPE transactions, and general SEC and national exchange
compliance.  He also advises clients on corporate governance
issues including board and management matters and investor
relations.

Selman has managed strategic transactions for clients which
include mergers, tender offers, and asset and stock sales on both
the buy and sell side, cross-border transactions, joint ventures,
and intellectual property licensing and collaborative agreements.
Frequently serving as an outside general counsel for clients, he
has represented companies in a wide range of industries such as
information technology, software (enterprise and consumer), the
Internet, social networking, mobile device applications,
interactive gaming and entertainment, media, semiconductor,
network equipment, life sciences, biotech, medical devices,
cleantech, geothermal, solar, agbio, battery, and energy storage.

"Crowell & Moring offers broad-based experience and an expansive
network of potential finance and strategic partners to clients who
are looking for a firm that can help them achieve their business
goals. It is a dynamic and entrepreneurial place to practice, and
I am particularly pleased to be a part of expanding the Corporate
Group in California, where the firm has grown tremendously in
recent years," said Selman.

Selman's representative clients have included CerRx Inc., an
early-stage cancer therapeutic company, and Bossa Nova Robotics, a
developer of advanced robotic technologies.

Pollock received his B.A., cum laude, from Colgate University,
where he was a member of Omicron Delta Epsilon, and his J.D. from
Fordham Law School. Selman received his B.A., with distinction and
honors, from Stanford University and his J.D. from Columbia
University School of Law.

Crowell & Moring LLP -- http://www.crowell.com/--
is an international law firm with nearly 500 lawyers representing
clients in litigation and arbitration, regulatory, and
transactional matters.  The firm is internationally recognized for
its representation of Fortune 500 companies in high-stakes
litigation, as well as its ongoing commitment to pro bono service
and diversity. The firm has offices in Washington, DC, New York,
Los Angeles, San Francisco, Orange County, Anchorage, London, and
Brussels.


* DLA Piper Adds Gregg Galardi to Firm
--------------------------------------
DLA Piper 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.  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."

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, 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. Galardi also represents financial
institutions, private equity and hedge funds, international
corporations, litigants and significant creditors.

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
Galardi.

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.  In certain jurisdictions, this
information may be considered attorney advertising.


* Luce Forward Adds Bankruptcy Atty. Gregg S. Kleiner
-----------------------------------------------------
Gregg S. Kleiner recently joined Luce Forward as special counsel
to the firm's Commercial, Finance & Insolvency practice group,
according to a May 16 announcement by the Company.  Mr. Kleiner
will work out of the firm's San Francisco office.

Mr. Kleiner's primary focus at Luce Forward will be representing
Chapter 7 and 11 trustees, pursuing and defending preference and
fraudulent transfer litigation, asset sales and acquisitions, and
statutory liquidation proceedings, while enhancing the firm's
litigation capabilities in the bankruptcy and insolvency arenas.
He will work closely with partners Michael A. Isaacs, Charles P.
Maher and Barry Milgrom, all of whom joined Luce Forward in 2000
and whom he previously worked with at Rosenblum, Parish & Isaacs
PC.

"Luce Forward has long had an extraordinarily successful group of
litigators, and with the arrival of Gregg to our team, our
capabilities will only be that much stronger," said Kurt L.
Kicklighter, Luce Forward's Managing Partner.  "As Luce Forward
continues to grow its practice groups and offices throughout
California, we welcome Gregg and look forward to the unique
expertise he brings to the firm."

Prior to joining Luce Forward, Mr. Kleiner was special counsel at
Cooley LLP where he regularly represented Chapter 11 debtors in
possession, creditor committees, sellers of distressed assets,
third party purchasers of assets, assignors and assignees for
benefit of creditors, dissolving corporations and their
liquidation managers, secured and unsecured creditors in contested
matters and adversary proceedings, with a special emphasis on
defending preference litigation.

Previous positions include associate counsel at Pillsbury, Madison
& Sutro; director & shareholder at Rosenblum, Parish & Isaacs PC;
associate at Graham & James LLP; and Judicial Law Clerk to the
Honorable James R. Grube, United States Bankruptcy Judge (Ret.).
Mr. Kleiner received his undergraduate degree from Colorado State
University, with distinction and his Juris Doctorate from the
University of California Hastings College of the Law.

Luce Forward's Commercial, Finance and Insolvency Group, which has
attorneys in the firm's San Francisco, Los Angeles and San Diego
offices, approaches commercial transactions and insolvency matters
in a practical, creative, economical and effective way. As part of
a full-service law firm, Luce Forward takes a multi-disciplinary
approach to addressing these issues by drawing on the experience
of attorneys who practice in its corporate, intellectual property,
litigation, appellate, tax, real estate, environmental, labor and
employment, ERISA and international departments.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
US$150 billion.  By mid-2006, 9,000 hedge funds were managing
US$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of
US$1 million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below US$1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totaling US$4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.


                           *********

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 ***