TCR_Public/120424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 24, 2012, Vol. 16, No. 113

                            Headlines

1500 SOUTH: Voluntary Chapter 11 Case Summary
24/7 FITNESS: John Brinson to Step Down as Chief Executive Officer
30DC INC: Incurs $47,600 Net Loss in Dec. 31 Quarter
400 BLAIR: Plan Solicitation Exclusivity Expires May 23
708 UNDERHILL: Case Summary & 15 Largest Unsecured Creditors

824 SOUTH: Court Nixes Bid to Release Funds From NY Bank
ADVANTAGE INC: Tennessee's Access Car Rental Files; Trustee Sought
ADVANTAGE INC: Case Summary & 20 Largest Unsecured Creditors
AGS HOLDINGS: S&P Assigns B- Corp. Credit Rating; Outlook Negative
AINSWORTH LUMBER: S&P Affirms 'B-' Corp. Credit Rating; Off Watch

ALEXANDER SRP: Court OKs Scroggins & Williamson as Attorneys
ALEXANDER SRP: Court Approval Hunter MacLean as Attorneys
ALEXANDER SRP: Court Approves Baker Donelson as Special Counsel
ALPHARETTA HOSPITALITY: Case Summary & 20 Largest Unsec Creditors
AMERICAN AIRLINES: US Airways Moves Closer to Takeover Bid

AMERICAN AIRLINES: Judge Lane Begins Hearing on CBA Rejections
AMERICAN AIRLINES: U.S. Trustee Forms Retiree Committee
AMERICAN AIRLINES: Proposes to Resume Payments to Boeing, Airbus
AMERICAN AIRLINES: Proposes Brinks Hofer as Corporate Counsel
AMERISTAR CASINOS: S&P Keeps 'B+' Note Rating After $240M Add-On

APOSTOLIC ALLIANCE: Case Summary & 4 Largest Unsecured Creditors
APPALACHIAN FUELS: Panel's Avoidance Suit Stays in Bankr. Court
ARCADIA RESOURCES: Forbearance with Comerica Expires April 30
B & M LINEN: Case Summary & 20 Largest Unsecured Creditors
BAKERS FOOTWEAR: Board Adopts 2012 Incentive Compensation Plan

BAUSCH & LOMB: S&P Rates $3.5-Bil. Senior Secured Facility 'B+'
BAYRIDGE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
BENNY'S MART: Case Summary & 15 Largest Unsecured Creditors
BERNARD L. MADOFF: Picower Estate's $7.2-Bil. Forfeiture Is Upheld
BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow

BLOCKBUSTER INC: $27.9-Mil. Interim Distribution Approved
BRUNSWICK CORP: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
CATASYS INC: CEO Terren Peizer Holds 58.6% of Common Shares
CDC CORP: Wants to Sell Certain Assets of Non-Debtor Affiliates
CELL THERAPEUTICS: Incurs $17.4 Million Net Loss in Q1

CHINA TEL GROUP: Unit Has Cooperation Agreement with Aerostrong
CHRISTIAN BROTHERS: Taps Newmark & Company to Sell New York Assets
CNC DEVELOPMENT: Delays Annual Report for 2011
CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1
COMPLETE PROPERTY: Voluntary Chapter 11 Case Summary

CUMULUS MEDIA: Files Form S-1, Registers Class A & B Shares
DAIRY PRODUCTION: AFS-Sponsored Plan Declared Effective
DECORATOR INDUSTRIES: Manager Acquires Abbotsford Plant for $1.3MM
DELTA PETROLEUM: Shareholder Hits Execs. With Class Suit
DEVLIN & ROBINSON: 11th Cir. Says Founder Owns 1/4 of Fee Award

DEWEY & LEBOEUF: Owes $75MM to Banks; Greenberg Confirms Talks
DIGITILITI INC: Jack Scheetz Resigns from Board of Directors
DUNE ENERGY: Amends 2012 Stock Incentive Plan Awards
EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary
EDGEN MURRAY: S&P Puts 'B-' Corp. Credit Rating on Watch Positive

EMERALD PERFORMANCE: Moody's Assigns 'B2' CFR; Outlook Stable
EMMIS COMMUNICATIONS: B. Radoff Holds 5.9% of Class A Shares
ENTERGY CORPORATION: Moody's Issues Summary Credit Opinion
EPAZZ INC: M&K CPAS Succeeds Lake & Associates as Accountants
EVERYWARE INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

FGIC CORP: Chapter 11 Plan of Reorganization Confirmed
FOUR SEASONS: Hearing on Case Dismissal Continued Until May 16
FRANCISCAN COMMUNITIES: St. Mary's in Illinois Brings in $18.8MM
FREESCALE SEMICON: Fitch's Rating Actions Affect $7-Bil. Debt
FW VALENCIA: Case Summary & 20 Largest Unsecured Creditors

GATEWAY METRO: Hearings on Cash Use, Exclusivity Set for May 3
GATEWAY METRO: Taps Seyfarth Shaw as Special Real Estate Counsel
GENERAL MARITIME: Files Technical Ch. 11 Plan Modifications
GENERAL MOTORS: Court Dismisses Tort Suit Against GM Canada
GENTA INC: Has 2.2 Billion Outstanding Common Shares

GETTY PETROLEUM: Court Lifts Stay for Robert's Convenience
GETTY PETROLEUM: Has Until July 2 to Decide on Master Lease
GLOBAL AVIATION: Lowenstein Sandler OK'd as Committee's Counsel
GOODMAN NETWORKS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
GRACEWAY PHARMA: Chapter 11 Liquidation Plan Confirmed

GRUBB & ELLIS: Seeks Approval of Duer's Employment Agreement
GRUBB & ELLIS: Becomes Newmark Grubb Knight Frank After Sale
GSC CAPITAL: Black Diamond's Plan Declared Effective March 16
HACIENDA ANA: Case Summary & 3 Largest Unsecured Creditors
HICKORY PRINTING: Suit Over Fire Sale Survives Motion to Dismiss

HOTI ENTERPRISES: Plan Confirmation Hearing Scheduled for May 3
INDIANAPOLIS DOWNS: To Face $17MM Casino Contract, IP Claims
INDYMAC BANCORP: Trustees Beats FDIC in Race for Tax Refunds
INTCOMEX INC: Moody's Affirms 'B3' CFR; Outlook Stable
INTEGRATAS SECURITY: Voluntary Chapter 11 Case Summary

INVESTORS LENDING: US Trustee, Committee Balk at Plan Outline
ISHARES EMERGING: S&P Rates Fund Credit Quality 'BB-f/S4'
JEFFRIE LONG: Accord Voids Valleycrest's Judicial Lien
JEFFERSON COUNTY: Alabama Counties Eligible for Bankruptcy
JOBSON MEDICAL: Prepackaged Plan Declared Effective March 20

KEVIN GUAY: Dismissal of Claims Over Illegal Search Affirmed
LA BOTA: Court Orders Schneider National's Lease Remains Valid
LAGUNA DEVELOPMENT: Fitch Affirms Rating on Revenue Bonds at 'BB+'
LANDAMERICA FINANCIAL: Creditors' Trustee Collects $37.9-Mil.
LAREDO PETROLEUM: Moody's Upgrades CFR to 'B1'; Outlook Stable

LARSON LAND: Onion Producer Denied Use of Lender Cash
LENNY DYKSTRA: Criminal Problems Multiply
LEVI STRAUSS: Three Directors Elected at Annual Meeting
LOCATION BASED TECH: Maturity of Silicon Loan Extended to Oct. 5
MARIANA RETIREMENT FUND: Minutes of April 20 Court Hearing

MARIANA RETIREMENT FUND: Files Unsecured Creditors' List
MEDICURE INC: Swings to C$353,000 Net Loss in Fiscal Q3
MERCED FALLS: Plan Outline Adequacy Hearing Scheduled Thursday
MGM RESORTS: Has Supplemental Indenture with U.S. Bank
MSCI INC: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable

NASSAU BROADCASTING: Lenders Set Procedures to Buy Business
NATIVE WHOLESALE: Has Until May 25 to Propose Chapter 11 Plan
NEWLAND INT'L: Fitch Cuts $220MM Sr. Secured Notes Rating to 'Csf'
NEWPAGE CORP: Creditors Want Insider Trading Info From Cerberus
O&G LEASING: Resolves Matters on Lead/Secondary Bid Designation

OILSANDS QUEST: Founder C. Hopkins Resigns for Personal Reasons
OLSEN AGRICULTURAL: Amended Plan Includes Global Settlement
OSAGE EXPLORATION: Issues $2.5-Mil. Promissory Note to Boothbay
OSMOSE HOLDINGS: Moody's Assigns 'B1' CFR, Rates Bank Debt 'B1'
PACIFIC MONARCH: Plan Exclusivity Expires Tomorrow

PACIFIC MONARCH: Has Deal Extending Cash Use Until April 30
PFF BANCORP: HoldCo Objects to Ch. 11 Liquidation Plan
PIAZZA MASONRY: Case Summary & Largest Unsecured Creditor
PINNACLE AIRLINES: Hearing on DIP Financing Adjourned to May 16
PINNACLE AIRLINES: Common Stock Delisted from NASDAQ

PJ FINANCE: Plan Confirmation Hearing to Start May 8
PJ FINANCE: Committee Taps WDC Solutions as Disbursing Agent
PJ FINANCE: Reaches Stipulation With Lexington Insurance
PJCOMN ACQUISITION: Papa John's to Buy CO & MN Outlets for $5.25MM
PRICHARD, AL: Eligible for Chapter 9 Bankruptcy

PRIME EAST: Case Summary & 3 Largest Unsecured Creditors
PRINCETON REVIEW: Common Stock Delisted from NASDAQ
PROSPECT MEDICAL: S&P Rates New $325-Mil. Sr. Secured Notes 'B-'
RAYMA FOOD: Case Summary & 20 Largest Unsecured Creditors
RAYMA REAL ESTATE: Voluntary Chapter 11 Case Summary

REAL ESTATE ASSOCIATES: Divests Investment in Richards Park
REDDY ICE: Has $70MM Revolving Credit Facility with Macquarie
REDDY ICE: Wins Court Nod to Conduct Rights Offering
REDDY ICE: Taps FTI, Jefferies Co. as Financial Advisors
REDDY ICE: Court Approves KCC as Claims Agent

REDDY ICE: Committee Unsecured Creditors Appointed
RMP ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
ROBERTS HOTEL: 2 Hotel Portfolios in Chapter 11 Bankruptcy
ROOMSTORE INC: Closes Grand Prairie Distribution Center
ROSETTA GENOMICS: Gets NonCompliance Notice from NASDAQ

S C PRESTIGE: Voluntary Chapter 11 Case Summary
SCANA CORPORATION: Moody's Issues Summary Credit Opinion
SEVEN ARTS: Voluntary Chapter 11 Case Summary
SHENGDATECH INC: Has Until June 18 to Propose Chapter 11 Plan
SHWINCO OF ALABAMA: Case Summary & 20 Largest Unsecured Creditors

SNP BOAT: Dist. Court Rules in Hotel Le St. James Discovery Rift
SOLAR TRUST: Can't Sell Solar Projects, Chevron Says
ST. JOSEPH: Fitch Affirms 'CCC' Rating on $18.3MM 1999 Bonds
STEPHEN ALLEN WEST: Seeks to Close Bankruptcy Case
SUSTAINABLE ENVIRONMENTAL: To Be Acquired by Cancen for US$34.4MM

T-GREEN CARTING: Case Summary & 3 Largest Unsecured Creditors
T. & F. INCORPORATED: Case Summary & 5 Largest Unsecured Creditors
TAHITIAN INN: Files for Chapter 11 Bankruptcy Protection
TRAINOR GLASS: Gets Final Approval to Access FMB's DIP Facility
TRIDENT MICROSYSTEMS: Gets OK to Expand Scope of FTI Employment

TRIMURTI INVESTMENTS: Sec. 341 Creditors' Meeting on May 14
UHF DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
UNITED SALVAGE: Case Summary & 20 Largest Unsecured Creditors
UNITY VILLAGE: Case Summary & 6 Largest Unsecured Creditors
US AIRWAYS: Significant Improvements Cue Fitch to Upgrade Ratings

VELO HOLDINGS: Taps Alan M. Jacobs as Chief Restructuring Officer
VELO HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee
VELO HOLDINGS: Asks for Court OK to Hire Dchert as Bankr. Counsel
VELO HOLDINGS: Wants to Hire Epiq Bankr. as Administrative Advisor
VELO HOLDINGS: Taps Quinn Emanuel as Special Counsel

VOXELOGIX CORP: Dental Firm Files for Chapter 11 Bankruptcy
WESTCLIFF MEDICAL: Deal Resolving Phadia US's Claim Approved
WPCS INTERNATIONAL: Multiband Discloses 9.9% Equity Stake
YRC WORLDWIDE: Wants to Amend Credit Agreement with JPMorgan

* Bankruptcy Leaders Call for Chapter 11 Overhaul: ABI
* Moody's Says Risks Remain for US Homebuilding Sector in 2012
* Reference Withdrawn When Plan Already Confirmed
* U.S. Senate Extends 30 Temporary Bankruptcy Judgeships

* Adam Paul Among Law360's Top Bankruptcy Attorneys Under 40

* Large Companies With Insolvent Balance Sheets


                            *********

1500 SOUTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1500 South Central, LLC
        1500 South Central Ave.
        Los Angeles, CA 90021

Bankruptcy Case No.: 12-24032

Chapter 11 Petition Date: April 20, 2012

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

Judge: Thomas B. Donovan

Debtor's Counsel: Edmond Nassirzadeh, Esq.
                  NASS LAW FIRM
                  9454 Wilshire Blvd., Suite 700
                  Beverly Hills, CA 90212
                  Tel: (310) 858-7755
                  Fax: (310) 858-2255
                  E-mail: ed@nasslawfirm.com

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

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

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

The petition was signed by Isaac Dayan, manager.


24/7 FITNESS: John Brinson to Step Down as Chief Executive Officer
------------------------------------------------------------------
Tyrone Richardson, writing for The Morning Call, reports that,
under an agreement filed in U.S. bankruptcy court last week, John
F. Brinson will step down as CEO of Lehigh Valley Racquet and 24/7
Fitness Clubs on May 1, but will continue as owner and board
chairman of the regional chain he founded more than 30 years ago.

According to the report, the agreement dismisses the
reorganization Mr. Brinson initiated last month when he filed
under Chapter 11, citing about $12 million in debts.  Leadership
for the club's three locations will shift to Doug Cash, a fitness
club consultant based in Chicago, who has been working with 24/7
Fitness Clubs for three years.  Mr. Cash owns CashFlowTennis, a
consulting business that specializes in turning around tennis and
athletic clubs.

The report relates Nova Bank, which holds $8.6 million of the
24/7 Fitness Clubs' loans, agreed to the leadership change, said
Jeffrey Kurtzman, Esq., a Philadelphia lawyer representing the
bank.  The debt will be in forbearance, or suspended, for about
six months, Mr. Kurtzman said.

The report, citing court documents, relates Nova said payment
issues started soon after the club secured its roughly $8 million
mortgage in 2007 and that the business was unable to generate the
cash flow needed to repay the loan, which resulted in defaults.
Even before Mr. Brinson filed in bankruptcy court, Nova had
recommended he hire a restructuring officer to help with financial
problems.

The report says two weeks after Mr. Brinson's March 5 filing, Nova
submitted a motion for the court to appoint a trustee to oversee
the business, saying Mr. Brinson was "incapable of devising or
implementing a turnaround strategy and was unwilling to explore
alternatives."  The bank also contended: "At the initial cash
collateral hearing in these cases, this court was able to observe
firsthand Mr. Brinson's inability to demonstrate a command of
basic accounting and financial management issues affecting the
debtors and their business operations."

The report notes the court had not yet ruled on the bank's motion
when the agreement was filed.  Nova attributed Mr. Brinson's
initial refusal of professional management to "his emotional
attachment to businesses which he founded."

The report notes the club's motion for dismissal is scheduled to
be signed April 26 by U.S. Bankruptcy Judge Richard E. Fehling.


30DC INC: Incurs $47,600 Net Loss in Dec. 31 Quarter
----------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $47,614
on $507,873 of total revenue for the three months ended Dec. 31,
2011, compared with a net loss of $146,769 on $568,355 of total
revenue for the same period during the prior year.

The Company reported a net loss of $282,670 on $923,131 of total
revenue for the six months ended Dec. 31, 2011, compared with a
net loss of $1.08 million on $970,557 of total revenue for the
same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $1.77 million
in total assets, $2.08 million in total liabilities and a $315,408
total stockholders' deficiency.

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

                       http://is.gd/yWjozU

                         About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.  3ODC reported a net loss of $176,941 on $415,258 of
revenues for first quarter ended Sept. 30, 2011.

As of Dec. 31, 2011, the Company has a working  capital  deficit
of approximately $1,873,000 and has accumulated losses of
approximately $3,050,100 since its inception.  The  Company's
ability to continue as a going concern is dependent upon its
ability of the Company to obtain the necessary financing to meet
its obligations and pay its liabilities arising from normal
business operations when they come due and upon  attaining
profitable  operations.  The Company does not have sufficient
capital to meet its needs and continues to seek loans or equity
placements to cover those cash needs.  No commitments to provide
additional funds have been made and there can be no assurance that
any additional funds will be available to cover expenses as they
may be incurred.  If the Company is unable to raise additional
capital or encounters unforeseen circumstances, it may be
required to take additional measures to conserve liquidity, which
could include, but not necessarily be limited to, issuance of
additional shares of the Company's stock to settle operating
liabilities which would dilute existing shareholders, curtailing
its operations, suspending the pursuit of its business plan and
controlling overhead expenses.  The Company cannot provide any
assurance that new financing will be available to it on
commercially acceptable terms, if at all.  These conditions raise
substantial doubt about the Company's ability to continue as a
going  concern.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.


400 BLAIR: Plan Solicitation Exclusivity Expires May 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until May 23, 2012, 400 Blair Realty Holdings, L.L.C.'s exclusive
period to solicit acceptances for its proposed Plan of
Reorganization.

The Debtor related that the registered holders of Solomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C2, through its trustee, Wells Fargo
Bank, N.A., agreed to the solicitation period extension.

The Debtor said that subsequent to the Jan. 9, 2012 hearing, the
Debtor and SBMS agreed that the Court must proceed with the
valuation portion of the confirmation hearing prior to the
Debtor's commencement of the solicitation process.

As reported in the TCR on Oct. 14, 2011, the Debtor has filed a
Plan under which the Debtor will seek to unwind in bankruptcy
court a deal entered into by a state court-appointed receiver that
sold the Debtor's real property in Carteret, New Jersey.

The Debtor had a contract pre-bankruptcy to sell the property to
Digital Realty Trust, L.P., for $12.5 million.  That agreement,
however, was modified in part as a result of Onyx Equities LLC,
the receiver, having leased a portion of the Property and
Digital's agreement to take title to the property with the tenant
in place.  Onyx was given approval by the court to conduct a
foreclosure sale.  According to the Debtor, the prospective
purchaser dealt directly with Onyx to purchase the property for
less than the contract price.  The Debtor believes that the value
of the property is at least $13 million.

The Debtor intends to seek removal of the receiver and seek costs
and damages associated with the receiver's actions.

United States Land Resources, L.P., which holds a 50% equity
interest in the Debtor, will provide funding for the Plan.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


708 UNDERHILL: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 708 Underhill Ave. Corp.
        c/o Christopher O'Keefe
        36 Farrington Road
        Croton-on-Hudson, NY 10520

Bankruptcy Case No.: 12-22729

Chapter 11 Petition Date: April 16, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Jeffrey A. Reich, Esq.
                  REICH REICH & REICH, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  E-mail: reichlaw@aol.com

Scheduled Assets: $1,788,150

Scheduled Liabilities: $2,018,580

A copy of the Company's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22729.pdf

The petition was signed by Christopher O'Keefe, president.


824 SOUTH: Court Nixes Bid to Release Funds From NY Bank
--------------------------------------------------------
Bankruptcy Judge Allan L. Gropper denied the request of 824 South
East Boulevard Realty, Inc., to compel New York National Bank to
release funds to the Debtor's principal, Rodolfo Murcia, pursuant
to Sec. 105 of the Bankruptcy Code.  Mr. Murcia asserts that the
funds at issue belong to him, but are being held in escrow as a
result of a judgment against the Debtor in a state court
proceeding.  Judge Gropper said the motion is procedurally
defective and the Court cannot grant the requested relief in any
event.  A copy of the Court's April 19, 2012 Memorandum of
Decision and Order is available at http://is.gd/6R0s0Yfrom
Leagle.com.

824 South East Boulevard Realty, Inc., filed for bankruptcy
(Bankr. S.D.N.Y. Case No. 11-15728) on Dec. 14, 2011, listing two
properties in its petition.  The first property, located at 824
Southern Boulevard, Bronx, New York 10459, is an apartment
building with 58 rental apartment units currently under the
control of a state court-appointed receiver. The second property,
located at 1129 Virginia Avenue, Bronx, New York, is a vacant two-
family home.

Manuel D. Gomez & Associates, P.C., serves as the bankruptcy
counsel.  The Debtor scheduled $2,795,932 in assets and
$14,569,740 in liabilities.  The petition was signed by Rudolfo
Murcia, president and owner.


ADVANTAGE INC: Tennessee's Access Car Rental Files; Trustee Sought
------------------------------------------------------------------
Advantage Inc., dba Access Car Rental, filed a petition for
bankruptcy reorganization (Bankr. M.D. Tenn. Case No. 12-03691) in
Nashville on April 19.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, on April 20, the secured lender filed a motion for
appointment of a Chapter 11 trustee.  1st Source Bank, owed $5.2
million, contends Access "fraudulently submitted requests" for
advances and used loan proceed to purchase 132 automobiles without
giving 1st Source a lien on the vehicles.  The bank also alleges
that Access sold 100 vehicles without turning over sale proceeds.
The bankruptcy judge scheduled a hearing on May 1 to decide if
company managers should be supplanted by a trustee who would run
the business and decide whether it should be reorganized or
liquidated.

The petition by the Nashville-based company says assets and debt
are both less than $10 million.


ADVANTAGE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Advantage, Inc.
        206 12th Avenue South
        Nashville, TN 37203

Bankruptcy Case No.: 12-03691

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

About the Debtor: The Debtor is doing business as car rental chain
                  Access Car Rental.  It has 8 locations in
                  Tennessee.

Debtor's Counsel: Deaver Hiatt Collins, Esq.
                  G. Rhea Bucy, Esq.
                  Linda W. Knight, Esq.
                  Thomas H. Forrester, Esq.
                  GULLETT, SANFORD, ROBINSON, MARTIN
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: hcollins@gsrm.com
                          Rbucy@GSRM.com
                          LKNIGHT@GSRM.COM
                          TForrester@GSRM.COM

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tnmb12-03691.pdf

The petition was signed by Robert Mark Mooneyham, president.


AGS HOLDINGS: S&P Assigns B- Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Henderson, Nev.-based
AGS Holdings LLC its 'B-' corporate credit rating. The rating
outlook is negative.

"At the same time, we assigned our preliminary 'B-' issue-level
rating with a preliminary recovery rating of '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a default, to the company's proposed $150 million senior
secured notes due 2017," said Standard & Poor's credit analyst
Carissa Schreck. "We will finalize the rating upon review of final
documentation of the notes. The company plans to use proceeds from
the proposed notes, along with a $30 million equity contribution
from its sponsor Alpine Investors, to repay its existing credit
facility (which had a balance of approximately $131 million at
Dec. 31, 2011), buy out the existing Bluberi Gaming Technologies
distribution agreement (about $23 million), repay a portion of
holding company notes (about $9 million), and pay fees and
expenses."

"While not yet committed, AGS also plans to enter into a new $20
million revolving credit facility some time after the closing of
the proposed senior secured notes transaction, and we have
factored this into our recovery analysis. Absent the addition of a
revolving credit facility, our expectation of recovery on the
senior secured notes improves to the high end of the 50% to 70%
range and the recovery rating would remain a '3'," S&P said.

"Our existing ratings, including our 'B-' corporate credit rating
and negative rating outlook, on AGS LLC, a wholly owned subsidiary
of AGS Holdings LLC and the borrower under the current credit
facility, remain unchanged. In the event AGS successfully closes
the proposed financing, we expect to withdraw our corporate credit
and issue-level ratings on AGS LLC," S&P said.


AINSWORTH LUMBER: S&P Affirms 'B-' Corp. Credit Rating; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed all its ratings on
Ainsworth Lumber Co. Ltd. from CreditWatch, where they had been
placed with negative implications Jan. 13, 2012. At the same time,
Standard & Poor's affirmed all its ratings on Ainsworth, including
its 'B-' long-term corporate credit rating on the company.

"The negative outlook reflects our expectations that while the
company's liquidity will not deteriorate as severely as we had
expected previously, its credit metrics will remain weak with
slightly negative free cash generation," said Standard & Poor's
credit analyst Jatinder Mall.

"The ratings on Ainsworth reflect Standard & Poor's view of the
company's exposure to cyclical housing construction markets and to
volatile commodity oriented strandboard (OSB) prices, limited
asset and product diversification, and a highly leveraged capital
structure. We believe these risks are partially mitigated by the
company's low-cost position stemming from strong Canadian assets,
higher revenues generated through value-added products, and what
we consider adequate liquidity to weather weak industry
conditions," S&P said.

Ainsworth is a leading OSB producer in North America, with total
annual operating capacity of about 2.5 billion square feet of OSB
at its four mills in Canada, although production at its High
Level, Alta., mill has been curtailed since 2007.

"The negative outlook on Ainsworth reflects Standard & Poor's
expectations that although the company's liquidity will not
deteriorate as severely as previously expected, its credit metrics
will remain weak with slightly negative free cash generation.
Overall, we believe profitability will be moderately stronger in
2012 given the recovery in commodity OSB prices seen so far this
year. For the next year, we expect the company to continue
operating at full capacity, and for EBITDA to be sufficient to
cover cash interest expense, resulting in slightly negative free
operating cash flows. We could lower the ratings if average
realized OSB prices fall to C$180 per thousand square foot in
2012, leading to a decline in liquidity to below C$30 million. An
upgrade in the near term in unlikely but would require improvement
in Ainsworth's profitability, with sustained leverage below 5x,"
S&P said.


ALEXANDER SRP: Court OKs Scroggins & Williamson as Attorneys
------------------------------------------------------------
Alexander SRP Apartments sought and obtained approval from the
U.S. Bankruptcy Court to employ Scroggins & Williamson, P.C., as
attorneys.

The firm, among other things, will:

   a. prepare of pleadings and applications;
   b. conduct of examinations; and
   c. taking any and all other action incidental to the proper
      preservation and administration of Applicant's estate and
      business.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Personnel                               Rates
   ---------                               -----
   Attorneys                               $185-410
   legal assistants                        $75-$150

The firm is currently holding $55,000 as Chapter 11 retainer and
has been paid pre-petition $5,000 from an advance "evergreen"
retainer for pre-bankruptcy services, including Chapter 11
planning and negotiations with creditors.

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23,210,058 in total assets and $17,745,240 in total liabilities.

No Committee of Unsecured Creditors has been appointed.


ALEXANDER SRP: Court Approval Hunter MacLean as Attorneys
---------------------------------------------------------
Alexander SRP Apartments sought and obtained approval from the
U.S. Bankruptcy Court to employ Hunter, MacLean, Exley & Dunn,
P.C. attorneys.

The firm, among other things, will:

   a. prepare of pleadings and applications;
   b. conduct of examinations; and
   c. taking any and all other action incidental to the proper
      preservation and administration of Applicant's estate and
      business.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Personnel                               Rates
   ---------                               -----
   Attorneys                               $180-375
   legal assistants                        $125-160

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23,210,058 in total assets and $17,745,240 in total liabilities.

No Committee of Unsecured Creditors has been appointed.


ALEXANDER SRP: Court Approves Baker Donelson as Special Counsel
---------------------------------------------------------------
Alexander SRP Apartments sought and obtained approval to employ
Baker Donelson, Bearman, Caldwell & Berkowitz, PC as special
counsel.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Personnel                               Rates
   ---------                               -----
   Attorneys                               $235-375
   legal assistants                        $200-300

Baker Donelson received a pre-petition retainer in the amount of
$1,500.

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter MacLean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23,210,058 in total assets and $17,745,240 in total liabilities.

No Committee of Unsecured Creditors has been appointed.


ALPHARETTA HOSPITALITY: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Alpharetta Hospitality, LLC
        dba Shlok Lounge
        dba Tadka Retaurant & Banquets
        dba Inchin's Bamboo Garden Restaurant
        11105 Statebridge Rd.
        Suite 200
        Alpharetta, GA 30022

Bankruptcy Case No.: 12-60052

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: Brian C. Near, Esq.
                  THE NEAR LAW FIRM
                  3690 Holcomb Bridge Rd., Suite B
                  Norcross, GA 30092
                  Tel: (770) 242-0850
                  Fax: (404) 521-4167
                  E-mail: nearlawfirm@hotmail.com

Estimated Assets: not indicated

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-60052.pdf

The petition was signed by Rakesh Panday, managing member.


AMERICAN AIRLINES: US Airways Moves Closer to Takeover Bid
----------------------------------------------------------
US Airways Group, Inc., is moving closer towards its plan of
making a takeover bid for American Airlines by reaching
agreements on contract terms with the major unions of the AMR
Corp.-owned carrier, Mary Schlangenstein of Bloomberg News
reported.

On April 20, 2012, US Airways told the U.S. Securities and
Exchange Commission that it had reached agreements for collective
bargaining agreements that would govern the American Airlines
employees represented by the Transport Workers Union of America,
Association of Professional Flight Attendants and Allied Pilots
Association.

US Airways recognized that the effectiveness of those agreements
is contingent upon a business combination involving the Company
and AMR in connection with the pending the pending bankruptcy
case of AMR.  "No agreement for that business combination has
been reached," US Airways however clarified in the regulatory
filing.  Still, the US Airways merger bid would save at least
6,200 jobs that American wishes to cut, US Airways Chief
Executive Officer Doug Parker said in an April 20, 2012 letter to
employees.

The agreements widen the rift between American and the unions who
are fighting the carrier's plan to cut 13,000 jobs and save up to
$1.25 billion in annual employee costs, according to Bloomberg.
American and the unions face an April 23, 2012 hearing with
respect to the carrier's proposal to reject collective bargaining
agreements with three of its major unions.

"It's completely poisoned any type of attempt to move forward,"
Jay Sorensen, president of Shorewood, Wisconsin-based IdeaWorks
told Bloomberg.  Mr. Sorensen said the unions are supposed to be
negotiating in good faith with the airline, and while they are at
it, "they've already struck a deal with a third party," the
report relayed.  Jeff Kauffman, a Sterne Agee & Leach Inc.
analyst, however believes that "It's a defensive move by the
unions and it's an offensive move by US Airways to force their
way to the table," Bloomberg relayed.

The labor groups, who are also members of the AMR's statutory
committee of unsecured creditors, are endorsing a suitor that has
not publicly outlined how a merger would work even as American
seeks to stay a leaner company upon bankruptcy exit, the report
noted.

Company spokesperson Bruce Hicks maintained that union support
for US Airways does not "in any way alter" AMR's goal of
restructuring in bankruptcy, according to an e-mailed statement
to Bloomberg.  Mr. Hicks added that the company is making
"substantial progress."

"Our airline's future is far brighter with this transaction and
the US Airways' team," the Association of Professional Flight
Attendants said in an e-mailed statement to members, Bloomberg
relayed.  Based on union documents sent to flight attendants
obtained by Bloomberg, the members would not face furloughs under
a US Airways takeover, while their pension plan would be frozen
and replaced with 401(k) retirement accounts.

Allied Pilots Association David Bates said that their leaders
produced more in a week of bargaining with US Airways than in
negotiations with American back in 2006, and proposed contract
language will be completed and sent to union members for a vote,
Bloomberg relayed.  Mr. Bates said that the union "does not
believe that AMR's business plan will produce an airline that is
viable long term," the report noted.  Officers from the APA and
the US Airline Pilots Association will meet next week to discuss
a potential combination, the union for US Airways said.  A
separate report by The Wall Street Journal disclosed that US
Airways' offer would provide 5.5% raise and 3% increases a year
for five years.

TWU President Jim Little said in a letter to members that support
for a possible US Airways merger is one part of the union's
strategy to gain the best outcome for members, Bloomberg relayed.
Notwithstanding its support for a US Airways takeover, the TWU
continues its talks with American to reach a consensual contract,
the report noted.

Bloomberg notes that a merged airline would be the largest in the
world by passenger traffic, surpassing United Continental
Holdings Inc.  The company would keep the American name and
Dallas-Fort Worth headquarters, Bloomberg relayed, citing US
Airways' terms in documents provided to the unions.  For its
part, the Allied Pilots Association that the merged company would
stay in the Oneworld airline alliance and complete pending jet
orders with Boeing Co. and Airbus SAS, the report noted.

Before US Airways' announcement regarding its accord with the
unions, an AMR executive questioned US Airways's ability to pull
off a successful merger, according to separate Bloomberg report.
In a memo to AMR CEO Tom Horton, AMR Vice President for Flight
John Hale said that the pilots have very serious concerns about
the bid from US Airways, Bloomberg relayed.  "There's little
indication from anyone I've spoken to that a takeover by US would
produce greater opportunity for our pilots than American's
business plan," Mr. Hale stated.  The APA called the memo "a bit
of a publicity stunt," Bloomberg relayed.

Separately, Southwest Airlines Co. CEO Gary Kelly said in a
recent conference call that lower costs at American will make it
a tougher competitor for Southwest, The Associated Press
reported.  This will force Southwest to control its own costs,
which have been rising, the CEO stated.  Mr. Kelly however
believes that American will be a more formidable competitor if
the carrier is able to get its finances in order and bring its
costs down, the report added.

               S&P Keeps AMR, US Airways Ratings

Standard & Poor's Ratings Services said on April 20 that its
ratings and outlook on US Airways Group Inc. (B-/Stable/--) and
AMR Corp. (D/--) are not changed by US Airways' April 20 Form 8-K
filing disclosing that it has signed agreements with American
Airlines Inc.'s (AMR's major operating subsidiary, also rated
D/--) three main unions.  The agreement would govern collective
bargaining agreements if the airlines were to merge.  The
agreement is only the first step in a potentially lengthy merger
process, which would also need approval by AMR's creditors,
management, and board.

Under the current bankruptcy law, the judge can grant the company
the exclusive right to propose a reorganization plan for up to 18
months.  In addition, AMR's management has indicated its desire
to remain independent, having developed a stand-alone business
plan that it projects will result in $2 billion of cost savings
and $1 billion of incremental revenue by 2016.

US Airways has unsuccessfully attempted to merge with other
airlines in the past and has yet to combine its labor unions from
its merger with America West Airlines in 2005.  "Therefore, we
believe adding a third group of employees to any combined entity
likely would encounter problems.  We will monitor the situation
and take any necessary rating actions if and as a merger becomes
more likely or more imminent.  However, at this time, it is not
clear if we would rate the combined airline higher than 'B-', our
current US Airways rating," S&P said.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Judge Lane Begins Hearing on CBA Rejections
--------------------------------------------------------------
AMR Corporation, American Airlines, Inc. and their debtor-
affiliates submitted to Judge Sean H. Lane of the U.S. Bankruptcy
Court for the Southern District of New York updated declarations
in support of their motion to reject collective bargaining
agreements pursuant to Section 1113 of the Bankruptcy Code.  The
Court will commence hearing on the Sec. 1113 Motion on April 23,
2012.  The Court was scheduled to the parties' opening statements
and the Debtors' affirmative case at the hearing.

A. David L. Resnick

David L. Resnick, managing director and chairman of Global
Financing Advisory of Rothschild Inc., tells the Court that:

* upon emergence from Chapter 11, AMR will require significant
  capital investment to support its restructuring strategy and
  business plan;

* AMR's decision to freeze rather than terminate its defined
  benefit pension plans will necessitate sizeable pension cash
  contributions and increase its long-term obligations post-
  emergence;

* AMR will require an adequate liquidity cushion post-Chapter 11
  to withstand the varied exogenous shocks and risks that often
  confront the U.S. airline industry;

* the relief sought in AMR's 1113 Motion is necessary for AMR to
  attract the level of capital investment it will need post-
  Chapter 11 and to thereafter sustain a successful reorganized
  operation;

* the labor cost reductions requested in the 1113 Motion are
  necessary to ensure AMR's successful reorganization without
  which AMR will be unable to attract the requisite capital
  investment and have insufficient liquidity and financial
  flexibility; and

* the various financial metrics on which AMR's Business Plan are
  based are reasonable and comparable to those of other U.S.
  airlines.

A full-text copy of the Resnick Declaration is available for free
at http://bankrupt.com/misc/AmAir_ResnickUpdatedDec.pdf

B. Jerrold A. Glass

Jerrold A. Glass, president of F&H Solutions Group, found that
with respect to its CBA with Allied Pilots Association, American
has the most restrictive scope clause among the major U.S.
airlines due to its limited ability to generate revenues through
code sharing and regional flying.  He pointed out that American's
pilot pay rates are among the highest in the market and its pay
system is outdated.  American's major work rules, he noted, do
not allow its pilots to be as productive as pilots in the other
major airlines.

As to American's CBA with the Association of Professional Flight
Attendants, American's pay rates remain above the average of
other U.S. major airlines, Mr. Glass noted.  He added that
certain of American's work rules constrain the productivity of
its flight attendants as compared to their peers at other major
U.S. airlines.

American's current contract with the Transport Workers Union
severely limits outsourcing, Mr. Glass said.  He commented that
tens of thousands of jobs have been eliminated as airlines have
been able to secure the same services at a much lower cost and
with greater efficiency.

The Debtors also filed with the Court additional source citations
and corrections to the declaration of Mr. Glass.

A copy of the updated Glass Declaration is available for free at
http://bankrupt.com/misc/AmAir_GlassUpdatedDec.pdf

C. Taylor M. Vaughn

Taylor M. Vaughn, managing director - Employee Relations for
American Airlines, Inc., told the Court that the Company and
APFA's final negotiations occurred on March 27, 2012, when the
parties met to discuss the Company's proposal to eliminate "open
replacement" flight attendants, including differences in the two
sides' valuation of that proposal.  In April, Anne Loew, one of
the APFA's leaders on its negotiating team, said in an e-mail
response that APFA was effectively cutting off all further
negotiations until after the hearing on American's Section 1113
motion.  Ms. Low added, "There is no reason to meet so long as
you maintain that $230m is non-negotiable."  Mr. Vaughn
maintained that neither he nor any member of the Company's
negotiating team has ever told APFA that its $230 million cost
reduction target is "non-negotiable."  The Company believes that
this amount represents a fair and equitable portion of the
overall cost reductions the Company needs from its unionized and
non-union employee groups to restructure successfully, and thus
the Company's Section 1113 proposals is tied to this number, Mr.
Vaughn said.

The Debtors also filed with the Court amendments to Daniel M.
Kasper's declaration, which is appended in the Sec. 1113 Motion,
to incorporate these corrected exhibits, available for free at:

  * U.S. to Caribbean/Latin America routes, at
    http://bankrupt.com/misc/AmAir_CBAExhibit25A.pdf

  * FYE 2011Q3 Average Compensation per Employee, at:
    http://bankrupt.com/misc/AmAir_CBAExhibit52A.pdf

The Debtors further filed with the Court a list of corrections to
declarations of Jeffrey J. Brundage; Carolyn E. Wright; James B.
Weel; Alexander Dichter; Sandra Loyal; Matthew Naughton; Brian J.
McMenamy; Daniel M. Kasper; and Dennis Newgren in support of the
Sec. 1113 Motions.  A copy of the list is available for free at:

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

          Debtors React to Pilot Groups' Objections

The Debtors respond to objections filed by former TWA pilots and
"Supplement B" pilot beneficiaries to the Sec. 1113 Motion.

Counsel to the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal
& Manges LLP, in New York, notes that at the St. Louis hub
American was adding as a result of the purchase of the Trans
World Airlines, American reserved hundreds of captain positions
for the former TWA pilots.  Apparently, the St. Louis operation
is profoundly inefficient and unprofitable, he states.  Thus,
American has now proposed "an orderly elimination of Supplement
CC and closure of the STL pilot base..."  More importantly, the
Former TWA Pilots have no standing to file an objection, he
contends.  Indeed, the Former TWA Pilots anticipate a breach of
duty of fair representation, but that assumption is factually
founded and premature, he argues.

Dennis Newgren, managing director, flight for American Airlines,
said in an accompanying declaration that no agreement has been
reached with the APA as to how to resolve issues with respect to
the Supplement CC.  The parties however have discussed two
alternative proposals American has made seeking such a
resolution, full-text copies of which are available for free at:

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

In addition, the Debtors filed with the Court an updated exhibit
"0902," which contains letters to the APA regarding SLT
displacements.  A full-text copy of the exhibit is available for
free at: http://bankrupt.com/misc/AmAir_CBAExhibit902.pdf

Notably, American had no duty under Section 1113 to bargain
directly with either of the Former TWA Pilots or the Supplement B
Pilots, Mr. Karotkin argues.  Even before the Section 1113
process began, APA is the exclusive agent of American pilots for
collective bargaining purposes, he points out.  As with any other
aspect of the collective bargaining agreement, Supplement B can
be rejected so long as the requirements of Section 1113 are met,
he asserts.

On behalf of the Former TWA Pilots, the American Independent
Cockpit Alliance, Inc., maintains that the AICA certainly has
standing to objection to the Section 1113 Motion.  It is beyond
dispute that the AICA has already asserted contractual rights as
a group of individual former TWA pilots, and may file even more
grievances, counsel to the AICA, Nicholas P. Granath, Esq., at
Seham, Seham, Meltz & Petersen LLP, in New York, contends.
Those contractual rights establish creditor status regardless of
whether the APA possesses exclusive bargaining rights, he
insists.  "The Debtors effectively concede in their response that
the arbitral process it is currently negotiating with the APA
over the elimination of Supplement CC is nothing more than a
poorly veiled attempt to shield them and the APA from liability
for a breach of the duty of fair representation," he maintains.

The Supplement B Pilots assert that the Supplement B was intended
to survive in perpertuity and the right to participate in any
modification is a contract-based right.  "The commitment should
be honored -- particularly now when it is needed most; the
diminishing size of the Supplement B group enhances; rather than
detracts from, this obligation," they insist.

Separately, the Association of Flight Attendants-CWA reserves its
rights to be heard on the Section 1113 Motion, citing that the
interests of members of AFA are likely to be impacted by the
proceedings related to the Section 1113 process.

       Flight Attendant Supports Rejection of APFA CBA

American flight attendant David E. Tripp filed with the Court a
memorandum in support of American Airlines' motion to reject its
agreement with the flight attendants' union.  Mr. Tripp complains
that the APFA agreement imposes time-consuming administrative
record-keeping and payroll tasks on American, while effectively
cutting the pay of employees.  He alleges that the APFA managers
effectively reward flight attendants "who are sloppy, overweight,
inattentive and unkempt" by administratively deterring American
from requiring and monitoring flight attendants' compliance with
American's service guidelines, and onboard performance
requirements.

Thus, rejecting the APFA agreement will enable American to award
the best performing flight crews in American's most important
flight destinations, Mr. Tripp asserts.  The seniority-based
system of awarding flight assignments enables some flight
attendants who are not the best representatives of American to
work those assignments that fly where American's onboard
representatives should be its best, he points out.  He also notes
that if the APFA agreement was rejected, flight attendants would
receive some $500 a year more pay, he states.  Rejecting the APFA
agreement will also enable American to bring its own flight
attendant personnel expenses in line with realistic comparable
costs of other world carriers, he adds.

              Parties Object to Trial Exhibits

Unions and the Pension Benefit Guaranty Corporation object to
certain exhibits filed by the Debtors in support of the Sec. 1113
Motion.  Copies of the lists detailing parties' objections to
specific trial exhibits are available for free at:

  http://bankrupt.com/misc/AmAir_UnionObjstoDebExhibits.pdf
  http://bankrupt.com/misc/AmAir_PBGCObjstoDebExhibits.pdf

In response, the Debtors disclosed that they have met and
conferred with each of the objecting parties on a process for
addressing those objections in the course of the evidentiary
hearing.

The Debtors thus filed with the Court copies of letters sent to
each of the Unions and the PBGC, along with charts detailing the
Debtors' responses to each of the Unions and the PBGC Objections,
available for free at:

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

       TWU Wants to Exclude Creditors' Committee in Trial

The TWU wants the Court to exclude the Official Committee of
Unsecured Creditors from participating in the Sec. 1113 trial.
The TWU reasons that the Creditors' Committee excluded the union
and each of the two other union members who sit on the Creditors'
Committee from certain important deliberations inappropriately.
The union further alleges that the Creditors' Committee is
providing certain of its non-labor members with an opportunity
"to use the Committee and its stature and resources as a tool to
disproportionately benefit from the Chapter 11 process to the
detriment of the TWU and its members."  The TWU further seeks to
strike any of its submissions related to the Sec. 1113 process.

The TWU also seeks the Court's permission to file under seal
certain portions of its motion, including exhibit thereto, under
seal, as containing confidential and sensitive information.  The
TWU further seeks to schedule a hearing on the Motion in Limine
prior to the commencement of the trial on the Sec. 1113 Motion on
April 23, 2012.

          Sec. 1113 Hearing to Commence on April 23

The Court will commence hearing on the Sec. 1113 Motion on
April 23, 2012.  On April 23, the Court will hear the parties'
opening statements and the Debtors' affirmative case.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: U.S. Trustee Forms Retiree Committee
-------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, asks
the Bankruptcy Court to approve the composition and appointment of
members to the official committee of retired employees in the
Chapter 11 cases of AMR Corp., American Airlines, Inc.

Specifically, the U.S. Trustee recommends that the Retiree
Committee be composed of five members, which would include two
non-union retirees appointed by the U.S. Trustee and an
authorized representative from the three eligible unions, which
are the Association of Professional Flight Attendants, the
Transport Workers Union of America and the Allied Pilots
Association.

The U.S. Trustee has appointed Charles Marlett and Rita Kepple as
non-union members to the Retiree Committee.  The U.S. Trustee
also recommends that the Court appoint James Sovich as the
authorized representative for the APA.

If the Court adopts the union recommendations of the U.S. Trustee
and the two non-union retiree appointees, the Retiree Committee
would be composed of:

  * Laura Glading for the APFA;
  * Robert Gless for the TWU;
  * James Sovich for the APA
  * Charles Marlett for the Non-Union Retirees; and
  * Rita Keeple for the Non-Union Retirees.

As reported in the March 30, 2012 edition of the Troubled Company
Reporter, Judge Sean H. Lane approved a stipulation directing the
appointment under Section 1114(d) of the Bankruptcy Code of an
official committee of American Airlines retired employees.  The
parties to the stipulation are:

     -- AMR Corp. and its affiliates;
     -- the Official Committee of Unsecured Creditors;
     -- AMR Retirees Pension Protection Corporation;
     -- the Ad Hoc Committee of Passenger Service Agents;
     -- AMRRC Inc.;
     -- Transport Workers Union of America, AFL-CIO;
     -- U.S. Grey Eagles, Inc.; and
     -- the Association of Professional Flight Attendants

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Proposes to Resume Payments to Boeing, Airbus
----------------------------------------------------------------
AMR Corporation, American Airlines, Inc. and their debtor
affiliates ask the Court to authorize the resumption of
predelivery payments to The Boeing Company and Airbus, S.A.S., in
accordance with prepetition purchase agreements.

Before the Petition Date, the Debtors are party to contracts with
Boeing with orders to purchase 290 aircraft with delivery dates
continuing beyond 2017, and have options with Boeing to purchase
an additional 175 aircraft.  With respect to Airbus, the Debtors
are party to a prepetition contract to purchase 260 aircraft with
delivery dates continuing beyond 2017 and have options with
Airbus to purchase an additional 365 aircraft.  The aircraft to
be purchased by the Debtors from Boeing and Airbus include orders
for 230 next generation aircraft and the options include 340 next
generation aircraft.

The investment by American in newer, more efficient aircraft is
critical to the implementation of the Debtors' business plan,
will allow American to provide a superior in-flight experience to
its customers, and will generate significant fuel and maintenance
savings by allowing American to replace its aging MD80 and
B757 aircraft, Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, tells the Court.

The aggregate amount of PDPs that were scheduled to be paid to
Boeing and Airbus but have not been paid since the Petition Date
is approximately $162 million.

Nevertheless, Boeing has continued to manufacture aircraft, and
the Debtors expect Airbus to begin to manufacture aircraft
pursuant to the Purchase Agreements.  These aircraft deliveries
by Boeing have been made pursuant to procedures approved by the
Court.  No aircraft deliveries are scheduled under the Airbus
Purchase Agreement until 2013.

Although the Debtors believe that payment of the PDPs is in the
ordinary course of business, they have filed this motion out of
abundance of caution.  More importantly, the Debtors believe that
payment of the PDPs provides appropriate compensation to Boeing
and Airbus for ongoing costs they are incurring on the Debtors'
behalf and will assure the timely production and delivery of
aircraft.

In order to assure that Boeing does not improve its collateral
position as it existed on the Petition Date, the Debtors and
Boeing entered into an agreement wherein postpetition PDPs made
to Boeing may serve as collateral with respect to prepetition
obligations that may be owing to Boeing.  The Debtors however do
not have a similar security arrangement with Airbus and do not
expect to enter into such an arrangement with Airbus.

The Debtors further seek a waiver of the notice requirements
under Rule 6004(a) of the Federal Rules of Bankruptcy Procedure
and the 14-day stay of an order authorizing the use, sale, or
lease of property under Bankruptcy Rule 6004(h).

The Court will consider the Debtors' request is April 25, 2012.
Objections are due no later than April 18.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Proposes Brinks Hofer as Corporate Counsel
-------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's
permission to employ Brinks Hofer Gilson & Lione as their
corporate counsel, nunc pro tunc to the Petition Date.

Brinks Hofer has served as counsel for the Debtors on a variety
of matters since 2005.  Brinks Hofer's duties have included
assisting the Debtors with intellectual property law matters,
including patent, trademark, copyright, and trade secret matters,
including:

  (a) trademark clearance and filing activities including
      trademark and service mark applications and maintenance of
      registrations in the U.S. Patent and Trademark Office and
      oversight of the worldwide procurement and maintenance of
      all trademarks and service marks involving the Debtors;

  (b) opposition and cancellation proceedings before the U.S.
      Patent and Trademark Office and oversight of worldwide
      opposition and cancellation proceedings, as well as other
      domestic and international trademark enforcement actions
      and adversarial court proceedings involving the
      enforcement or defense of registered or common law
      trademarks or service marks of the Debtors, including any
      appeals related thereto, to the extent not stayed by the
      Debtors' Chapter 11 cases;

  (c) intellectual property opinion and procurement activities,
      including domestic and international trademark and service
      mark renewals and payment of annuities to maintain current
      trademark and service mark registrations;

  (d) negotiation and drafting of contracts and licenses
      involving intellectual property rights and settlement of
      adversarial proceedings involving same;

  (e) continuing negotiations related to the attempted
      resolution of trademark and related disputes, and

  (f) other matters as may arise in connection with those
      services.

Brinks Hofer was authorized to continue representing the Debtors
under the OCP Order.  However, Brinks Hofer's postpetition fees
and expenses have exceeded the $50,000 monthly cap under the OCP
Order.  The Debtors have determined that Brinks Hofer is likely
to continue billing in amounts exceeding the cap imposed by the
OCP Order by an estimated $40,000 per month.  Accordingly, the
Debtors are seeking permission to employ Brinks Hofer as special
counsel under Section 327(e) of the Bankruptcy Code.

Brinks Hofer's professionals will charge for their services on an
hourly basis.  Brinks Hofer's current standard hourly rates range
from: $650 to $435 for shareholders, $385 to $230 for associates,
and $210 to $110 for paraprofessionals.  Brinks Hofer also
intends to seek reimbursement for reasonable expenses incurred.

Bradley G. Lane, Esq., shareholder at Brinks Hofer Gilson &
Lione, in Chicago, Illinois -- blane@brinkshofer.com -- discloses
that his firm currently represents or has represented certain
parties-in-interest in matters unrelated to the Debtors, a
schedule of which is available for free at:

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

Mr. Lane further discloses that as of the Petition Date, Brinks
Hofer holds a prepetition claim for approximately $151,051 for
services rendered to the Debtors.

Notwithstanding those disclosures, Mr. Lane maintains that Brinks
Hofer is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The Debtors filed with the Court a certificate of no objection
with respect to their request.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERISTAR CASINOS: S&P Keeps 'B+' Note Rating After $240M Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Ameristar's senior
unsecured debt remain unchanged following a $240 million add-on to
the company's 7.5% senior notes due 2021. "The issue-level rating
on the notes is 'B+' (one notch lower than our 'BB-' corporate
credit rating on the company) with a recovery rating of '5',
indicating our expectation of modest (10% to 30%) recovery for
noteholders in the event of a payment default. The add-on would
bring the total size of the issue to $1.04 billion. The company
plans to use proceeds from the notes to repay borrowings
outstanding under its revolving credit facility," S&P said.

"The corporate credit rating on Ameristar is 'BB-' and the rating
outlook is stable. The rating reflects our assessment of
Ameristar's financial risk profile as 'highly leveraged' and its
business risk profile as 'satisfactory,' according to our rating
criteria," S&P said.

"Our assessment of Ameristar's financial risk profile as highly
leveraged reflects high debt levels resulting from last year's
recapitalization transaction and our expectation that the company
will more aggressively pursue expansion opportunities than it has
in recent years. Somewhat offsetting these negative financial risk
factors is the company's strong free operating cash flow
generation and our expectation of relatively stable cash flow
generation over the intermediate term," S&P said.

"Our assessment of Ameristar's business risk profile as
satisfactory reflects the company's geographically diverse
portfolio of properties, a leading market share in several of its
markets despite the high levels of competition in many of these
markets, EBITDA margins that compare favorably with other U.S.
commercial gaming operators, and a lower level of revenue
volatility over the last economic cycle than gaming operators
primarily focused on destination markets," S&P said.

RATINGS LIST

Ameristar Casinos Inc.
Corporate Credit Rating              BB-/Stable/--
$1.04B 7.5% sr nts due 2021          B+
   Recovery Rating                    5


APOSTOLIC ALLIANCE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Apostolic Alliance Church of the Lord Jesus Christ, Inc.
        12740 SW 200th St.
        Miami, FL 33177

Bankruptcy Case No.: 12-19619

Chapter 11 Petition Date: April 20, 2012

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

Judge: A. Jay Cristol

Debtor's Counsel: Douglas J. Snyder, Esq.
                  DOUGLAS J. SNYDER, P.A.
                  7901 SW 67th Ave # 206
                  South Miami, FL 33143
                  Tel: (305) 663-0740
                  E-mail: djspa@aol.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flsb12-19619.pdf

The petition was signed by Hernando Diaza, president.


APPALACHIAN FUELS: Panel's Avoidance Suit Stays in Bankr. Court
---------------------------------------------------------------
District Judge David L. Bunning denied several requests by
defendants to withdraw the bankruptcy court reference of an
avoidance action commenced by the Official Committee of Unsecured
Creditors in the bankruptcy case of Appalachian Fuels, LLC.  The
District Court held that withdrawal is not required at this time,
and the moving parties have not shown cause for immediate
withdrawal of the reference to the Bankruptcy Court.

The Committee's complaint asserts 107 separate causes of action
against 37 different defendants. The Committee seeks to (1) avoid
and recover funds that were allegedly fraudulently or
preferentially transferred to the Defendants; (2) recover damages
arising out of the Defendants' corporate waste, breaches of
fiduciary duty, civil conspiracy, unjust enrichment, and aid and
abetment of other Defendants in doing the same; and (3) recover
damages arising from the legal malpractice and conflicted
representation committed by Appalachian Fuels' attorneys.  The
Committee alleges that Appalachian Fuels was reduced to an
"insolvent husk" as the result of self-dealing by brothers Larry
and Stephen Addington (along with other family members and
friends) who "surreptitiously used Appalachian Fuels to generate
funds and acquire assets that they then transferred to themselves
and numerous corporate alter egos."  For several years, the
Insiders forced Appalachian Fuels to enter into several
transactions that benefitted themselves at the expense of
Appalachian Fuels and its creditors.  The transactions shifted
valuable assets to the Insiders while leaving any associated
liabilities with Appalachian Fuels.  This continued even after
Appalachian Fuels became insolvent and had been forced into
bankruptcy.  Thus, the Insiders actually intended to and did
remove assets from the reach of creditors for their own benefit.

The Defendants that filed Motions to Withdraw the Reference are:

     * Business Aircraft Leasing, Inc.,
     * Bruce Addington, Erik Addington, EBA Development LLC, and
       Horsepower Leasing, LLC;
     * Machinery Sales and Service, LLC, John C. Smith, and
       Jeffrey Muncy;
     * Energy Coal Resources, Inc.; Illinois Fuel Company, Inc.,
       and Stephen Addington;
     * Robert Addington, Frank Bennett, Julie Hudson, David Jones,
       Mark Garrett Smith, and Gregory Stumbo;
     * Larry Addington, Addington Aviation, LLC, Addington Land
       Company, Appalachian Machinery, Inc., Big Sandy Properties,
       LLC, Carbon Fuels Illinois, LLC, Larry Austin Dickerson,
       Midwestern Biofuels, LLC, Pyramid Island Development, Inc.,
       Kathryn Reid, and Task Trucking, Inc.;
     * Jet Support Services, Inc.;
     * Tri-State Airport Authority

The Official Committee of Unsecured Creditors also filed a
Conditional Motion to Withdraw the Reference.

The case is Official Committee of Unsecured Creditors of
Appalachian Fuels, LLC, v. Energy Coal Resources, Inc. et al.,
Civil Action Nos. 0:11-CV-128, 0:11-CV-129, 0:11-CV-130, 0:11-CV-
131, 0:11-CV-132, 0:11-CV-133, 0:11-CV-134, 0:11-CV-135, 0:11-CV-
136, Adv. Proc. No. 11-01041 (E.D. Ky.).

A copy of the District Court's April 18, 2012 Memorandum Opinion
and Order is available at http://is.gd/qekOKDfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produces and sells coal for electric utilities and coking
coal plants.  It has surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operates as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No. 09-
10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.


ARCADIA RESOURCES: Forbearance with Comerica Expires April 30
-------------------------------------------------------------
Arcadia Services, Inc., and four of its wholly-owned subsidiaries
are parties to an Amended and Restated Credit Agreement dated
July 13, 2009, as subsequently amended on June 9, 2010 and
Oct. 31, 2010.  The repayment of the debt under the Comerica
Credit Agreement is guaranteed by RKDA, Inc., ASI's parent
company.  RKDA is a wholly-owned subsidiary of Arcadia Resources,
Inc.  Comerica Bank has a security interest in all of the assets
of the Services Borrowers and RKDA has pledged the outstanding
capital stock of ASI as further security under the Comerica Credit
Agreement.  The obligations under the Comerica Credit Agreement
matured on April 1, 2012.

On April 17, 2012, the Services Borrowers and RKDA entered into an
agreement with Comerica with respect to the Comerica Credit
Agreement and amounts due under that credit agreement.  As part of
the Forbearance Agreement, Comerica:

   (a) declared all amounts under the Comerica Credit Agreement to
       be due and payable, including all principal, interest, and
       legal fees and other expenses incurred with respect
       thereto; and

   (b) demanded payment in full of the Liabilities.

Comerica agreed to forbear until April 30, 2012, from taking any
action to collect the Liabilities, provided the Services Borrowers
and RKDA comply with the terms of the Forbearance Agreement.

In the Forbearance Agreement, the Services Borrowers and RKDA (a)
acknowledge the Liabilities as set out in the Comerica Credit
Agreement and the existence of the default, (b) acknowledge and
agree that Comerica's demand for payment is timely and proper and
(c) acknowledge that Comerica is under no obligation to advance
funds or extend further credit under the Comerica Credit
Agreement.  Comerica has agreed that it may, in its sole
discretion, continue to advance funds to the Services Borrowers
under the Comerica Credit Agreement.  The Forbearance Agreement
increased the maximum amount available under the Comerica Credit
Agreement from $11.0 million to $11.5 million.  In addition,
Comerica agreed that the borrowings under the Comerica Credit
Agreement may exceed the Advance Formula by $500,000 at any given
time, plus an additional over-formula amount, if any, as
determined by Comerica its sole discretion.

In light of the foregoing, the Company does not believe that its
common shares outstanding have any value and the Company strongly
discourages investors from trading in the Company's common stock.

                         Douglas Settlement

As previously disclosed, the Company was served with a complaint
filed in the Marin County Superior Court of the State of
California styled Douglas et al. vs. Arcadia Health Services,
Inc., Case No. CIV 1102982 on June 20, 2011.  The first amended
complaint is brought as a purported class action on behalf of
California employees of Arcadia Health Services, Inc., an indirect
wholly-owned subsidiary of the Company.  The complaint alleges,
among other things, that: (a) AHSI failed to properly compensate
the plaintiff and purported class members for meal period and rest
breaks under Sections 226.7 and 512 of the California Labor Code;
(b) AHSI failed to pay continuing wages under California Labor
Code Section 203; and (c) AHSI failed to pay overtime compensation
in accordance with California Labor Code Section 1194.

The plaintiff sought to represent two classes of claimants, one
representing claimants under the California Labor Code claims and
another representing claimants under Section 17200 under the
California Business and Professional Code.  The Lawsuit has been
removed to federal court and is now pending in the United States
District Court for the Northern District of California.

On Nov. 8, 2011, AHSI entered into a Settlement Agreement and
General Release with Ruth L. Douglas individually and on behalf of
others similarly situated providing for both the settlement of the
Lawsuit.

Pursuant to the Agreement, AHSI has agreed to pay a total sum of
$623,000.  Funding of the Settlement Payment is solely the
obligation of AHSI.

On April 17, 2012, the District Court held a hearing to consider
final approval of the Settlement.  Following the hearing, the
District Court entered an order dated April 17, 2012:

   (a) approving the Settlement and certifying a class defined to
       include all former and current employees of AHSI from
       June 15, 2007, to Jan. 17, 2012;

   (b) releasing and discharging claims against AHSI, Arcadia
       Resources, Inc., RKDA, Inc., and Arcadia Services, Inc.,
       and related parties as set forth in the Settlement;

   (c) entering the Approval Order as a final judgment and barring
       and permanently enjoining members of the Class who have not
       filed a timely and valid request for exclusion from
       prosecuting claims that are settled or released pursuant to
       the Settlement;

   (d) approving an award of attorneys fees and an enhancement
       award to the named plaintiff; and

   (e) dismissing the action on the merits and with prejudice and
       without costs other than as provided in the Settlement.

For purposes of the payments under the Settlement, the Effective
Date is expected to be May 17, 2012.

                       About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company reported a net loss of $15.76 million for the nine
months ended Dec. 31, 2011.  The Company had a net loss of $14.35
million for the fiscal year ended March 31, 2011, following a net
loss of $31.09 million in the preceding year.

The Company's balance sheet at Dec. 31, 2011, showed
$15.93 million in total assets, $51.50 million in total
liabilities, and a $35.57 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Dec. 31, 2011, noted that on
Sept. 13, 2011, the Company and three of Arcadia Services,
Inc.'s wholly-owned subsidiaries, as borrowers, received a letter
from Comerica stating that they failed to comply with certain
covenants under the credit agreement because as of July 31, 2011.

Comerica informed the Borrowers that Comerica has no obligation to
make further advances under the credit facility and that future
advances will be subject to the sole discretion of Comerica.
Comerica has not sought to accelerate the repayment of the
indebtedness or to foreclose on any of the security interests.
While Comerica continues to make advances under the credit
facility and the Company expects that advances will continue to be
made, there can be no assurances that Comerica will exercise its
discretion to make further advances or that Comerica will not
accelerate the repayment of the indebtedness.  Should Comerica not
continue to provide advances under the credit facility, the
Company and the Borrowers would not have access to the funds
needed to operate the business.  In that event, the Company would
be forced to consider alternative sources of liquidity to operate
the business, which may require them to commence a proceeding
under the federal bankruptcy laws to cause Comerica to provide
access funds under the Credit Agreement.


B & M LINEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B & M Linen Corp
        dba Miron & Sons Linen Service
        220 Coster Street
        Bronx, NY 10474

Bankruptcy Case No.: 12-11560

Chapter 11 Petition Date: April 16, 2012

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

Judge: Allan L. Gropper

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-11560.pdf

The petition was signed by Miron Markus, president.


BAKERS FOOTWEAR: Board Adopts 2012 Incentive Compensation Plan
--------------------------------------------------------------
The Board of Directors of Bakers Footwear Group, Inc., adopted the
Bakers Footwear Group, Inc. 2012 Incentive Compensation Plan.  The
Plan provides for awards of restricted stock units to the
Company's executive officers, managers, other salaried employees,
consultants, and members of the Company's Board of Directors.  The
Plan is intended to incentivize and reward management to create
shareholder value, including an increase in stock price, and will
be effective concurrently with the Company's existing 2005
Incentive Compensation Plan and 2003 Stock Option Plan, which will
continue to provide for other types of equity incentive
compensation.

The compensation committee of the Board of Directors will
administer the Plan and will have plenary authority to determine
to whom and the times at which awards will be made under the Plan.
The Committee will have plenary authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to
the Plan and to determine the terms and provisions of the awards
granted under the Plan.

The number of shares of the Company's common stock that may be
granted pursuant to awards of restricted stock units under the
Plan may not exceed 1,010,000.  In the event an award of
restricted stock units is cancelled, forfeited, terminated or
otherwise expires due to termination of a participant's
employment, failure to meet performance objectives, or for any
other reason, the Committee may again use the shares related to
such award for the granting of subsequent awards.

The number of shares with respect to which restricted stock units
may be granted to any individual during any one year may not
exceed 250,000 shares, subject to the anti-dilution provisions
provided in the Plan.

Restricted stock units awarded under the Plan represent the right,
subject to forfeiture, of the participant to receive shares of
common stock if specified vesting criteria are achieved.  The
period of vesting and the forfeiture restrictions of the
restricted stock units, which may include price appreciation of
the Company's common stock, restrictions on transferability,
requirements of continued employment, achievement of individual
goals, among others, will be established by the Committee at the
time of grant, except that each restriction period will not be
less than two years.  Holders of restricted stock units will not
be entitled to voting or dividends.

On April 16, 2012, the Board of Directors also adopted a form of
restricted stock unit award agreement, pursuant to which awards
may be granted under the Plan.

Under the RSU Award Agreement, the awards will vest and each
participant will be entitled to receive a specified amount of the
Company's common stock after a participant (i) has been
continuously employed by the Company for two years from the date
the award is granted and (ii) the conditions of at least the first
of three "vesting triggers" is satisfied.  Satisfaction of each
vesting trigger is a condition to vesting of an additional 1/3 of
the total amount of the award.  The first vesting trigger occurs
when the Fair Market Value of the Company's common stock closes at
or above $2.00 per share for ten consecutive Trading Days.  The
second vesting trigger occurs when the Fair Market Value of the
Company's common stock closes at or above $2.50 per share for ten
consecutive Trading Days.  The third vesting trigger occurs when
the Fair Market Value of the Company's common stock closes at or
above $3.00 per share for ten consecutive Trading Days.  The
awards expire on the fifth anniversary of the date of grant to the
extent any vesting triggers have not been satisfied by that date.

A copy of the 2012 Incentive Compensation Plan is available for
free at http://is.gd/QfQ1lc

                       About Bakers Footwear

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

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company reported a net loss of $9.29 million in fiscal year
ended Jan. 29, 2011, following a net loss of $9.08 million in
fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

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

                        Bankruptcy Warning

The Company noted in the Form 10-K for the fiscal year ended
Jan. 29, 2011, that its ability to maintain and ultimately improve
its liquidity position is highly dependent on sustaining the
positive sales trends that began in June 2008 and have continued
through April 2011.  Comparable store sales for the last three
quarters of fiscal year 2008 increased 4.7% and its comparable
store sales for fiscal years 2009 and 2010 increased 1.3% and
1.7%, respectively.  Through the first 12 weeks of fiscal year
2011 comparable stores sales increased 10.1%.

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

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


BAUSCH & LOMB: S&P Rates $3.5-Bil. Senior Secured Facility 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its B+' rating to
Bausch & Lomb Inc's $3.5 billion senior secured credit facility.
"In addition, we affirmed our 'B+' corporate credit rating, 'B'
debt rating, and '5' recovery rating on the company's senior
unsecured debt. Our rating outlook remains stable. We are lowering
our senior secured debt rating to 'B+' from BB-, and our senior
secured recovery rating to 3 from 2," S&P said.

"The rating on Rochester, N.Y.-based Bausch & Lomb Inc. reflects
its 'satisfactory' business risk profile and 'highly leveraged'
financial risk profile. Adjusted debt to EBITDA declined
meaningfully after the leveraged buyout by Warburg Pincus in
October 2007, but the refinancing will raise adjusted debt
leverage to about 6.5x at year end 2012 from 5.1x at Dec. 31,
2011. We are modifying our business risk qualifier to
'satisfactory' from 'fair' because of improving operations," S&P
said.

"We expect Bausch & Lomb's revenues to grow in the mid-single
digits in constant currency, about equal to the pace of 2011. In
our view, stronger pharmaceutical segment sales will continue to
offset lackluster vision care performance. We expect the EBITDA
margin to be stable in 2012 over 2011, as some cost-containment
benefits are offset by the integration of lower-margin Ista
Pharmaceuticals. Thereafter, we expect the EBITDA margin to grow
by about 50 basis points annually, on operational leverage and
product mix. We believe cash flow will improve in 2012 because of
EBITDA growth and lack of restructuring payments, and will
continue to improve as revenues and margins strengthen. We believe
free operating cash flow will modestly strengthen annually, and be
sufficient to cover capital expenditure needs and the cost to
acquire outstanding shares of refractive joint venture Technolas
Perfect Vision GmbH (TPV). TPV (formed with 20/10 Perfect Vision
AG in January 2009) does not yet make a meaningful contribution to
revenues," S&P said.

"The 'satisfactory' business risk profile reflects diversity in
ophthalmology product offerings (vision care, pharmaceuticals, and
surgical), a vast global network and brand recognition, ongoing
strong performance in the pharmaceuticals segment, an improving
product pipeline, and strengthening EBITDA margins; the EBITDA
margin is currently weak relative to medical device and
pharmaceutical company peers. We believe the Ista Pharmaceuticals
Inc. acquisition will complement Bausch & Lomb's existing
pharmaceutical portfolio, and strengthen its development
capabilities and pipeline; Bausch & Lomb provides much of the
contract manufacturing for Ista Pharmaceutals' products and has an
overlapping customer base. Still, risks include technology risk
and competitive threats from larger players; Bausch & Lomb
competes in the pharmaceutical space with Allergan Inc. and
Novartis/Alcon, and we expect the company to be acquisitive.
Still, lackluster performance over the past few years, including
market share loss in the soft contact lens market and lower sales
of intraocular lenses, reflects technology risk; Bausch & Lomb has
fallen to a trailing fourth position in global soft contact lens
market share behind Vistakon (a division of Johnson & Johnson,
with more than 40% of the market), CIBA Vision (Novartis
AG/Alcon), and The Cooper Cos. Although Bausch & Lomb appears to
have stabilized the decline in contact lens sales, it remains at a
competitive disadvantage given its first-generation silicone
hydrogel (SiH) material, and lack of a daily SiH offering. Bausch
& Lomb continues to strengthen the diversity of its product
pipeline, which supports its satisfactory business risk profile.
Acquisitions of pharmaceutical marketing rights (Zirgan and
Miochol-E), and recent product introductions such as PureVision 2
HD contact lenses, BioTrue multipurpose solution, and the
Stellaris PC Vision Enhancement System spurred growth. We believe
the acquisition of Ista Pharmaceuticals and outstanding shares of
TPV adds future growth platforms with minimal integration risk;
TPV is in the process of rolling out its VICTUS femtosecond
laser," S&P said.

"We believe Bausch & Lomb currently has adequate liquidity to meet
its needs over the coming year, and no near-term maturities. The
refinancing will extend debt maturities to 2017 for the revolver
and 2019 for the term loans; the $650 million senior unsecured
notes mature in November 2015. Bausch & Lomb maintains a moderate
cash balance, and will have full availability on its $500 million
revolving credit facility after the transaction," S&P said.

S&P's view of the company's liquidity profile incorporates these
expectations:

* "We expect liquidity sources (consisting primarily of cash and
   discretionary cash flow to exceed uses by 1.2x over the coming
   year," S&P said.

* "We expect liquidity sources to exceed uses, even if EBITDA
   declines by 20%," S&P said.

* "We believe the company could absorb a high-impact, low-
   probability event," S&P said.

* "We view the new bank facility as covenant light; there is a
   leverage test only if the revolver is drawn. Additionally,
   since only key relationship banks are part of the revolver,
   covenant amendments would be more easily negotiated," S&P said.

* "We estimate a 30% EBITDA decline could preclude a revolver
   draw down," S&P said.

* "In our assessment, the company has well-established bank
   relationships," S&P said.

"However, sponsor ownership and high debt leverage could hurt
prospective access to capital in the future.Our rating on Bausch &
Lomb's secured credit facility, which consists of a $2 billion
secured term loan, a $600 million European secured term loan, a
$350 million delayed draw facility, and a $500 million revolving
credit facility is 'B+'. The recovery rating is '3' (the same as
the corporate credit rating), indicating prospects for meaningful
(50%-70%) recovery in the event of default. The company's $650
million senior notes are rated 'B', with a recovery rating of '5',
indicating prospects for modest (10%-30%) recovery in the event of
a default," S&P said.

"Our stable rating outlook on Bausch & Lomb reflects expectations
of low- to mid-single-digit sales growth, improving EBITDA
margins, and gradual deleveraging. The outlook supposes the
company will be acquisitive, but will finance subsequent
acquisitions with internally generated cash. Given our view of
business risk, we do not believe that a downgrade would occur as a
result of sales or margin pressures. Rather, a downgrade would
most likely be precipitated by a material debt financed
acquisition, or an unexpected event, such as a material adverse
tax ruling or product recall that would trigger a material
revolver draw down," S&P said.


BAYRIDGE HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayridge Holdings, A Delaware LLC
        E 17th Street Suite #121
        Orange, CA 92705

Bankruptcy Case No.: 12-14979

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Stanley D. Bowman, Esq.
                  700 N Pacific Coast Hwy., Suite 202A
                  Redondo Beach, CA 90277
                  Tel: (310) 937-4529
                  E-mail: sb@stanleybowman.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-14979.pdf

The petition was signed by John Kia.


BENNY'S MART: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Benny's Mart, inc.
        5249 Broadway
        Garland, TX 75043

Bankruptcy Case No.: 12-32492

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,310,000

Scheduled Liabilities: $823,382

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb12-32492.pdf

The petition was signed by Mohsin R. Hemani, president.


BERNARD L. MADOFF: Picower Estate's $7.2-Bil. Forfeiture Is Upheld
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of the Bernard L. Madoff Investment
Securities Inc. Ponzi scheme took a leap toward receiving $7.2
billion last week when the U.S. Court of Appeals summarily
dismissed a customer's appeal of a U.S. District Court order
approving forfeiture by the estate of the late Jeffrey M. Picower.

The report recounts that customer Adele Fox managed to take more
out of her Madoff account than she invested before the fraud
surfaced and bankruptcy ensued.  She is among those being sued by
Irving Picard, the Madoff trustee, for the return of profits
representing money stolen from other customers.

According to the report, Ms. Fox challenged the $7.2 billion
Picower forfeiture, lost in district court, and raised a multitude
of issues on appeal.  The U.S. government responded by filing a
motion to dismiss, contending there were "no non-frivolous issues
for appeal."  Without holding a hearing, the Court of Appeals in
Manhattan dismissed the appeal on April 17 in a one-paragraph
order saying there was no "arguable basis in law or fact" to
support appeal.

Ms. Fox claimed to represent a class of 3,000 customers who wanted
part of Picower's $7.2 billion.  She was appealing a ruling from
May 2011 by U.S. District Judge Thomas P. Griesa who held that her
status as a so-called net winner didn't give her the right to
intervene in the government's forfeiture action.

Judge Griesa said in his opinion that "Fox's main goal appeared to
be to challenge the treatment of net winners" not allowed to have
customer claims for their supposed profits.

According to Mr. Rochelle, to stop the $7.2 billion from going
only to so-called net losers, or customers who took out less cash
than they invested, Ms. Fox's only remaining hope is an appeal to
the U.S. Supreme Court. If the Supreme Court refuses to hear an
appeal, or if she doesn't attempt another appeal, the last
obstacle will be removed from the distribution of the $7.2
billion, which the government agreed should go to customers.

Mr. Rochelle notes that customers have a separate appeal pending
from a parallel settlement where the Picower estate agreed to pay
$5 billion to the Madoff trustee.  The government forfeiture was
structured so the $5 billion would be a credit toward the $7.2
billion.  The forfeiture provided that if the trustee's $5 billion
settlement were to unravel, the full $7.2 billion would forfeit to
the government.  If the Picard settlement stands, the forfeiture
will be $2.2 billion.

The Fox appeal in the circuit court is Fox v. $7,206,157,717 on
deposit at JPMorgan Chase Bank NA, 11-2898, U.S. Court of Appeals
for the Second Circuit (Manhattan). The forfeiture action in
Griesa's court is U.S. v. $7,206,157,717 on Deposit at JPMorgan
Chase Bank NA, 10-9398, U.S. District Court, Southern District of
New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow
---------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California continued until April 25, 2012, at
11:00 a.m., the hearing to consider adequacy of the Disclosure
Statement explaining Boundary Bay Capital, LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Oct. 18, 2011, the
Debtors has filed a Plan that contemplates that that creditors
holding unsecured claims will become the  new owners of the Debtor
and all the equity interests of the  current owners will be
terminated.  Secured creditors will be paid through the surrender
or sale of their collateral or through payments over time, in some
cases on a restructured basis.  The payments under the Plan will
be funded through the proceeds of a postpetition loan, sales of
assets, and funds generated through operations.  The Debtor will
make periodic distributions to creditors as net proceeds become
available.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/BOUNDARY_disclosurestatement.pdf

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

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

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BLOCKBUSTER INC: $27.9-Mil. Interim Distribution Approved
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Blockbuster's motion requesting authority to make an interim
distribution, estimated to be $27.9 million, to secured
noteholders and allowed operating period claimants and to retain
Kurtzman Carson Consultants to disburse the approved
distributions.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 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.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. 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.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor was renamed to
BB Liquidating Inc. following closing of the sale.


BRUNSWICK CORP: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Brunswick Corporation's
Corporate Family Rating to Ba3 from B1 due to significant
enhancements in its operating performance and credit metrics and
Moody's expectation that there will be further improvement. The
outlook is stable.

"We believe that the continuing demand for pontoon and aluminum
boats, the increasing age of licensed boats and fewer used boats
for sale will help drive demand for new fiberglass boats in the
future," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. "Brunswick's improved cost structure,
commitment to debt repayment and stabilizing marine demand trends
have led to a meaningful improvement in earnings and credit
metrics," he noted.

The following ratings were upgraded:

Corporate Family Rating to Ba3 from B1;

Probability of Default Rating to Ba3 from B1;

$575 million senior unsecured notes due 2013-2027 ($355 million
outstanding) to B2 (LGD 6, 92%) from B3 (LGD 6, 90%);

$350 million senior secured notes due 2016 ($288 million
outstanding) to Ba1 (LGD 2, 23%) from Ba2 (LGD 2, 27%);

The following rating was affirmed:

Speculative grade liquidity rating at SGL-1

Rating Rationale

Brunswick's Ba3 Corporate Family Rating reflects the highly
discretionary nature of pleasure boats and marine related
products, which makes Brunswick's revenues and earnings highly
sensitive to economic weakness. This was demonstrated during the
economic downturn when the company suffered a dramatic revenue and
earnings decline. But the ratings also reflect the company's
moderate leverage and solid interest coverage -- highlighted by
debt/EBITDA under 4 times and EBITA/interest over 2 times. Moody's
expects additional operating performance and credit metrics
improvement as the company pays down debt with free cash flow and
marine industry demand continues to stabilize. A critical
component of the rating is Brunswick's strong liquidity profile.
Other factors supporting the rating are: the relatively stable
boating participation trends, good operating performance of
Brunswick's dealership network and the company's strong parts &
accessories business. The company's stable Bowling & Billiards and
Fitness businesses, seasoned management team and its joint venture
agreement with General Electric Capital Corporation for its
floorplan financing also support the rating.

The stable outlook reflects Moody's expectation that marine demand
trends will improve in the year ahead and that Brunswick will
continue to maintain very strong liquidity. Moody's expects that
Brunswick will expand on its cost efficiency efforts as needed and
will continue to reduce debt with free cash flow. That said,
Moody's does not expect operating performance or credit metrics to
improve sufficiently over the next 12-18 months to justify an
upgrade.

Because of Brunswick's sensitivity to macroeconomic conditions,
its credit metrics need to be stronger than other similarly-rated
consumer durable companies. Credit metrics necessary for an
upgrade are debt/Ebitda below 3 times (currently 3.9 times), high
single digit Ebita/revenue margins (currently around 7.1%) and
EBITA/interest approaching 3 times (currently 2.1 times).
Additionally, liquidity must stay strong for an upgrade to be
considered. For the debt/ EBITDA upgrade threshold to be met,
future EBITDA needs to increase by about $110 million or debt
needs to decrease by around $330 million from year end levels.

Credit metrics which could prompt a downgrade would include
debt/EBITDA sustained above 4.5 times, mid single digit
Ebita/revenue margins or interest coverage approaching 1.5 times.
Additionally, if the company's liquidity profile deteriorates, the
long term rating and liquidity rating could be downgraded. For the
debt/ EBITDA downgrade threshold to be met, future EBITDA needs to
decrease by about $70 million or debt needs to increase by around
$350 million from year end levels.

Subscribers can find further details in the Brunswick Credit
Opinion published on Moodys.com.

The principal methodology used in this rating was the Global
Consumer Durables 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.

Brunswick is headquartered in Lake Forest, Illinois. The company
manufactures marine engines, pleasure boats, bowling capital
equipment and fitness equipment, and operates retail bowling
centers. Sales for the year ended December 31, 2011 approximated
$3.7 billion.


CATASYS INC: CEO Terren Peizer Holds 58.6% of Common Shares
-----------------------------------------------------------
Catasys, Inc., entered into Securities Purchase Agreements with
several investors, including Socius Capital Group, LLC, an
affiliate of Terren S. Peizer, Chairman and Chief Executive
Officer, and David Smith, an affiliate of the Company, relating to
the sale and issuance of an aggregate of 21,440,050 shares of the
Company's common stock, par value $0.0001 per share and warrants
to purchase an aggregate of 21,440,050 shares of Common Stock at
an exercise price of $0.16 per share for aggregate gross proceeds
of approximately $3,430,000.

Among other things, the Agreements provide that in the event that
the Company effectuates a reverse stock split of its Common Stock
within 24 months of the closing date of the Offering and the
volume weighted average price of the Common Stock during the 20
trading days following the effective date of the Reverse Split
declines from the closing price on the trading date immediately
prior to the effective date of the Reverse Split, that the Company
issue additional shares of Common Stock.

Concurrent with the offering Socius and the Company agreed to
exchange the senior secured convertible promissory note issued to
Socius on Feb. 22, 2012, and amended on April 11, 2012, in the
aggregate principal amount of $975,000, plus accrued interest, for
Common Stock and Warrants on the same terms as the Offering.  As a
result of this transaction, the Company has no notes or similar
debt outstanding.

In the aggregate, including the exchange of the Note, Socius
invested approximately $1,754,000 in the Offering.  After giving
effect to the Offering, Mr. Peizer beneficially owns approximately
58.6% of the Common Stock, including shares underlying options and
warrants.  Mr. Smith invested $1,330,000 in the Offering and after
giving effect to the Offering, Mr. Smith beneficially owns
approximately 46.9% of the Common Stock, including shares
underlying warrants.

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 in 2010 and a net loss
of $9.15 million in 2009.  The Company also reported a net loss of
$1.32 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5 million in total liabilities,
and a $1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CDC CORP: Wants to Sell Certain Assets of Non-Debtor Affiliates
---------------------------------------------------------------
BankruptcyData.com reports that CDC Corp. filed with the U.S.
Bankruptcy Court a motion for approval of procedures related to
the sale of certain assets owned by some of the Debtor's non-
Debtor subsidiaries in the Games and Global Services groups of
companies and of the shares of those non-Debtor subsidiaries.

Many of these companies relied on their business relationships
with CDC Software, which relationships no longer exist following
the Sale of CDC to Archipelago Holdings in March 2012, according
to the filing obtained by BankruptcyData.com.

                        About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CELL THERAPEUTICS: Incurs $17.4 Million Net Loss in Q1
------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to CTI of $17.44 million compared with a net
loss attributable to CTI of $19.73 million for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

"With potential approval of our MAA for Pixuvri in the E.U. to
treat adult patients with multiply relapsed or refractory
aggressive B-cell non-Hodgkin lymphoma and tosedostat gearing up
to initiate a pivotal phase 3 trial in relapsed or refractory
acute myeloid leukemia/myelodysplastic syndromes ("MDS") later
this year, the agreement to acquire pacritinib, a highly selective
JAK2 inhibitor, rounds out our novel late stage oncology drug
portfolio placing us in a select group of biotech companies.  Our
oncology drug portfolio now spans across a range of blood related
cancers," stated James A. Bianco, M.D., CEO of CTI.

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

                        http://is.gd/zMlHwT

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, also noted that if
the Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If the
Company fails to obtain additional capital when needed, it may be
required to delay, scale back, or eliminate some or all of its
research and development programs and may be forced to cease
operations, liquidate its assets and possibly seek bankruptcy
protection.


CHINA TEL GROUP: Unit Has Cooperation Agreement with Aerostrong
---------------------------------------------------------------
Beijing Yunji Communications Technical Service Co., Ltd., a wholly
owned subsidiary of VelaTel Global Communications, Inc., formerly
known as China Tel Group Inc., entered into a Strategic
Cooperation Agreement with Aerostrong Company Limited.  The
material terms of the Agreement are:

   1. The Parties will cooperate on application of jointly
      approved wireless broadband projects for which the rights
      and obligations of each Party will be set forth in a
      separate Project Agreement.  The initial Cooperation
      Projects the Parties agree to develop are: (a) Digital
      Lijiang management platform project in Guangxi Autonomous
      Region; (b) Shen Hua wireless broadband special network
      project for railway; and (c) overload wireless broadband
      surveillance projects in Shanxi Province.

   2. For each Cooperation Project, Aerostrong will be responsible
      for the development and follow-up of governmental markets
      and industrial markets.

   3. The term of the Agreement is from April 19, 2012, until all
      projects are completed and Yunji receives the last payment
      from Aerostrong.  During the term, neither Party has the
      right to terminate the Agreement except in the event of
      breach by the other Party or the business operation term of
      the other Party expires or is otherwise discontinued.  Early
      termination due to breach will not affect the right of a
      Party to pursue legal liability of the other Party.

   4. For each Project, Aerostrong will: (a) prepare relevant
      materials required by clients, send relevant staff to
      coordinate with Yunji for implantation of relevant work, and
      bear relevant T&L costs; (b) where Aerostrong signs a
      Project Agreement with a project owner, remit payment to
      Yunji from payments it receives from the owner according to
      the agreement between Aerostrong and Yunji for that Project;
      and (c) designate a contact person to communicate with Yunji
      at all times during implementation of a Project.

   5. For each Project, Yunji will: (a) cooperate with Aerostrong
      and provide necessary information; (b) during development of
      Cooperation Projects, prepare tender documents, equipment
      cost estimates, site surveys, engineering cost estimates,
      overall budget control, and bear relevant costs; (c) during
      its service to Aerostrong, strictly comply with Chinese
      laws, regulations and relevant policies, particularly those
      regulations in relation with internet operation security,
      information security and state security, and accept
      supervision and to relevant advice from Aerostrong; and (d)
      designate a contact person to communicate with Yunji at all
      times during implementation of a Project.

   6. With the exception of information that has already come into
      the public domain through no fault or disclosure by the
      receiving party, all information provided by both Parties
      will be deemed business secret and will only be used for
      purposes of the Cooperation Projects.  Neither party will
      disclose any information to a third party, unless the other
      Party has agreed in writing, and will be liable for any
      losses caused by its unauthorized disclosure.

   7. Any amendment of the Agreement will be in writing in the
      form of a Supplementary Agreement.  All documents between
      the Parties will be in Chinese.

A fully executed copy of the Agreement is available for free at:

                        http://is.gd/xYH045

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company reported a net loss of $21.79 in 2011, compared with a
net loss of $66.62 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

For 2011, Kabani & Company, Inc., in Los Angeles, California,
expressed substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred a net loss for the year ended Dec. 31,
2011, cumulative losses of $253,660,984 since inception, a
negative working capital of $16,386,204 and a stockholders'
deficiency of $9,928,838.


CHRISTIAN BROTHERS: Taps Newmark & Company to Sell New York Assets
------------------------------------------------------------------
The Christian Brothers' Institute and The Christian Brothers of
Ireland ask the U.S. Bankruptcy Court for the Southern District of
New York for permission to employ Newmark & Company Real Estate,
Inc. doing business as Newmark Knight Frank as its real estate
broker with respect to the marketing and sale of a certain piece
of real property located at 173 Stratton Road, New Rochelle, New
York, well as a certain vacant parcel of land across therefrom.

Newmark will use its own staff to advertise and promote the sale
of the property through its extensive database of real estate
investors/developers and end-users in the tri-State area.  CBI
will advance up to $15,000 in costs associated with the marketing
of the property, primarily for advertising in various targeted
publications.  Newmark intends to utilize its vast network of
contacts and proprietary database to market the property.

Under the agreement, in the event Newmark procures an acceptable,
qualified buyer for the Property and the sale is approved by the
Court pursuant to Bankruptcy Code Section 363, it will receive a
commission equal to 3% of the total sale price of the property.
To the extent that the property is ultimately sold to Iona Prep
(the current stalking horse bidder) Newmark will receive a reduced
commission of 1% of the purchase price.

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

             About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed seven
members to the official committee of unsecured creditors in the
Debtors' Chapter 11 cases.  Pachulski Stang Ziehl & Jones LLP
represents the Committee as its counsel.


CNC DEVELOPMENT: Delays Annual Report for 2011
----------------------------------------------
CNC Development Ltd. informed the U.S. Securities and Exchange
Commission that it will be late in filing its Annual Report on
Form 20-F for the period ended Dec. 31, 2011.  Due to
unanticipated delays, the required accountant review could not be
completed within the anticipated time period without unreasonable
expense and effort.  The Company expects to file within the
extension period.

                        About CNC Development

CNC Development Ltd. was established under the laws of the British
Virgin Islands on Aug. 8, 2008, as a subsidiary of InterAmerican
Acquisition Group, Inc., a blank check company that was formed as
a vehicle for an acquisition of an operating business.

The Company and its subsidiaries, until the suspension of business
operations, were engaged in providing services to municipal-
government customers to integrate project design, implementation
and financing for Build-Transfer projects in the People's Republic
of China.

The Company lists its principal executive offices as c/o WHI,
Inc., at 410 South Michigan Ave., Suite 620, in Chicago, Illinois.

For 2010, UHY Vocation HK CPA Limited, in Hong Kong, expressed
substantial doubt about CNC Development's ability to continue as a
going concern.  The independent auditors noted that the Company
has only limited working capital as of Dec. 31, 2010, and is
dependent on obtaining additional financing to execute its
business plan.

The Company reported a net loss of $7.7 million on $0 revenue for
2010, compared with a net loss of $4.3 million on $0 revenue for
2009.

The Company's balance sheet at Dec. 31, 2010, showed $19.6 million
in total assets, $11.7 million in total liabilities, $21.9 million
of total preferred stock and accrued dividends, and a
stockholders' deficit of $14.0 million.


CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1
---------------------------------------------------------------
The hearing on a motion to dismiss the bankruptcy case of CRET
Restoration, Inc. is scheduled for May 1, 2012, at 10:30 a.m. at
Courtroom 3-C, Greenbelt.

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


COMPLETE PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Complete Property Resources, LLC
        P.O. Box 791169
        New Orleans, LA 70179

Bankruptcy Case No.: 12-11179

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: P. Michael Breeden, Esq.
                  BREEDEN LAW FIRM, LLC
                  830 Union Street, Suite 300
                  New Orleans, LA 70112
                  Tel: (504) 524-1668
                  Fax: (504) 524-1066
                  E-mail: mbreed23@gmail.com

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

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

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

The petition was signed by Roile Jefferson, member/manager.


CUMULUS MEDIA: Files Form S-1, Registers Class A & B Shares
-----------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and exchange
Commission a Form S-3 registration statement relating to the
resale from time to time of:

    (1) up to 3,315,238 shares of Class A common stock, par value
        $0.01 per share, that are currently outstanding;

    (2) up to 6,630,476 shares of Class B common stock, par value
        $0.01 per share, that are currently outstanding; and

    (3) up to 8,267,968 shares of Class A common stock issuable
        upon conversion of the same number of shares of Class B
        common stock that are issuable upon exercise of
        outstanding warrants to purchase 8,267,968 shares of Class
        B common stock, in each case by the selling
        securityholders.

The shares of the Company's common stock covered by this
prospectus are being registered to permit the selling
securityholders to sell those securities from time to time in the
public market.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of any of
the securities by the selling securityholders.  The Company will
pay all costs, fees and expenses incurred in connection with the
registration of the securities covered by this prospectus.  The
selling securityholders will pay any commissions or fees of
securities-industry professionals and will pay any transfer taxes.

The Company's Class A common stock is traded on the NASDAQ Global
Select Market under the symbol "CMLS."  The Company's Class B
common stock is not currently listed or traded on any national
securities exchange.

A copy of the Form S-1 is available for free at:

                       http://is.gd/GP8ICr

                       About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting are Missouri and Texas radio
stations.

The Company's balance sheet at Dec. 31, 2011, showed $4.04 billion
in total assets, $3.63 billion in total liabilities, $113.47
million n total redeemable preferred stock, and $290.71 million in
total stockholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that the lenders under the 2011 Credit Facilities have taken
security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."


DAIRY PRODUCTION: AFS-Sponsored Plan Declared Effective
-------------------------------------------------------
Dairy Production Systems - Georgia LLC, et al., notified the U.S.
Bankruptcy for the Middle District of Georgia that the effective
date of the Plan of Reorganization proposed by Agricultural
Funding Solutions Inc. for the Debtors occurred on Jan. 13, 2012.

Consistent with the Plan, the Liquidation Trust Agreement was
executed on the Effective Date, and the Liquidation Trust
Contribution has been transferred to the Liquidation Trust, and by
operation of the Plan and Confirmation Order the Bankruptcy Causes
of Action have been assigned to the Liquidation Trustee and are
now property of the Liquidation Trust.

On Jan. 6, 2012, Bankruptcy Judge James D. Walker Jr. confirmed
the plan.

The Plan provides for:

     a. the transfer of substantially all of the assets of each of
        the Debtors to various acquiring entities (DairyCo), which
        will be 100% owned by AFS or its designee(s), free and
        clear of all Claims, liens, charges, encumbrances and
        interests except as otherwise specifically provided in the
        Plan;

     b. a settlement with AFS of the AFS Causes of Action in
        exchange for funding of the Plan;

     c. funding by AFS or DairyCo of up to $2.5 million to pay
        Allowed Administrative Expense Claims, Allowed Fee Claims,
        and Allowed Priority Tax Claims;

     d. funding by AFS or DairyCo of $1,000,000 to the Liquidation
        Trust; and

     e. establishment and implementation of a Liquidation Trust
        for the purposes of (i) evaluating, prosecuting and
        resolving all Disputed Priority Non-Tax Claims, Disputed
        Other Secured Claims, Disputed Unsecured Claims and
        Disputed Convenience Class Claims against the Debtors'
        Estates; (ii) prosecution of Causes of Action and the
        Bankruptcy Causes of Action, to the extent not settled or
        resolved prior to the Effective Date of the Plan; (iii)
        holding and liquidating any Liquidation Trust Assets; and
        (iv) the making of distributions under the Plan.

The classification of claims and interests under the plan are:

     A. Unclassified Claims (Administrative Expense Claims, Fee
        Claims and Priority Tax Claims) will receive cash equal to
        the amount of the claim paid by the Proponent or DairyCo
        subject to the Direct Payment Cap; or (b) other treatment
        as to which the Proponent or DairyCo and the holder of the
        allowed claim agreed upon in writing.  Administrative
        expense claims total $2,216,956 while fee claims total
        $957,775.

     B. Class 1 (Priority Non-Tax Claims) will receive cash equal
        to the amount of the Allowed Priority Non-Tax Claim paid
        by the liquidation trust from the liquidation trust
        assets; or (b) other treatment which the Proponent,
        DairyCo, the Liquidation Trustee and the holder of the
        allowed priority non-tax claim agreed upon in writing.

     C. Class 2 (AFS Secured Claim) will receive their pro rata
        share of (a) the DairyCo Equity Interests and (b) the
        DairyCo Notes.  AFS claims total $77,168,958.

     D. Class 3A (Allowed Other Secured Claim) will receive (a)
        one of the treatments specified in Section 1124 of the
        Bankruptcy Code; or (b) other treatment which the
        Proponent, DairyCo, the Liquidation Trustee and the Holder
        of the Allowed Other Secured Claim agreed upon in writing.

     E. Class 3B (Allowed Setoff Claims) will receive payment in
        full, in cash, from DairyCo or the Proponent, in an amount
        equal to the Allowed amount of the Allowed Setoff Claim in
        60 equal monthly installments, together with interest at
        the rate of the prime rate plus one percent per annum.
        Class 3B is estimated to total $326,955.03.

     F. Class 4 (Allowed Unsecured Claims) will receive their pro
        rata share of the liquidation trust proceeds.  Upon the
        Effective Date of the Plan, the Holders of the allowed AFS
        deficiency claims, which are included in this Class 4,
        will be deemed to have waived any and all rights to
        distributions on account of their respective allowed
        unsecured claims only with respect to the Liquidation
        Trust Contribution, and they otherwise will be entitled to
        receive their Pro Rata Share of the Liquidation Trust
        Proceeds.  Allowed unsecured total $53,480,760.

     G. Class 5 (Allowed Convenience Class Claims) will receive
        100% of their allowed convenience class claim, which will
        be paid from the Liquidation Trust Contribution.  Class 5
        claims total $59,646.

     H. Class 6 (Equity Interests) will be extinguished on the
        Effective Date.

A copy of the Disclosure Statement is available at:

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

                     Relief of Automatic Stay

The Court also ordered that Cal-Maine Foods, Inc., is granted
relief from automatic stay because the Debtor and all other
parties-in-interest failed to cure the default.

Cal-Maine is permitted to:

   -- repossess and sell prepetition Corn Silage as is in the
Debtor's possession, and to apply the proceeds of the sale to the
indebtedness owing by Debtor to Cal-Maine and to the expenses of
repossession and disposition in accordance with applicable law;

   -- terminate that Corn Silage Agreement, dated March 11, 2011;
and

   -- pursue other remedies as may be available to Cal-Maine
pursuant to the Corn Silage Agreement or applicable law.

                     About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.  The cases were
jointly administered, with Dairy Production Systems - Georgia as
lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DECORATOR INDUSTRIES: Manager Acquires Abbotsford Plant for $1.3MM
------------------------------------------------------------------
Jeff Engel, writing for Marshfield News-Herald, reports that Dan
Hannula, then general manager of Decorator Industries' hospitality
and health care division based in Abbotsford, Wisconsin, and his
wife completed their $1.3 million purchase of the facility on
April 13, 2012.  Their company officially began operating under
its new name -- DI LLC -- on April 23.

According to the report, Mr. Hannula said he was encouraged last
fall by company leaders to start seeking a buyer for his plant
because the parent company could fold.  One of Mr. Hannula's
largest customers, Las Vegas-based Sobel Westex, showed interest
in purchasing the division and offered Mr. Hannula a job in the
new venture.  But then Mr. Hannula found out the company wanted to
liquidate the Abbotsford plant and move the operations out west --
putting nearly 50 people out of work.  So Mr. Hannula and his
wife, Joan, decided to purchase the plant themselves.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor listed assets of $8,434,882 and
liabilities of $3,494,609.

The United States Trustee for Region 21 has appointed five members
to the Official Committee of Unsecured Creditors.


DELTA PETROLEUM: Shareholder Hits Execs. With Class Suit
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that George Darwin, a
Delta Petroleum Corp. shareholder, hits three top executives
Wednesday with a proposed class action claiming they deceived the
public into purchasing stock in the now-bankrupt oil and gas
exploration company at artificially inflated prices.

Chairman Daniel J. Taylor, CEO Carl E. Lakey and Chief Financial
Officer Kevin K. Nanke misled investors by making false statements
and withholding negative facts about the true state of Delta's
finances, according to the suit filed in Colorado federal court by
Mr. Darwin.

                         About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DEVLIN & ROBINSON: 11th Cir. Says Founder Owns 1/4 of Fee Award
---------------------------------------------------------------
R.D. Legal Funding Partners, LP, Intervernor/Appellant, v. Mark E.
Robinson, Intervenor/Appellee, No. 11-12190 (11th Cir.), is an
appeal involving competing claims to legal fees earned in
connection with a federal class action settlement in the personal
injury mass toxic tort case, Latrice McLendon, et al. v. Philip
Services Corporation (d/b/a Georgia Recovery Systems), et
al./1:06CV1770-CAP).

The law firm of Devlin & Robinson, P.C., was one of three firms
designated as counsel for the putative plaintiff class.  D & R
received court approval for an allocated total award of attorneys'
fees in the sum of $465,679.  Three-fourths of this award, or
$354,568, has been disbursed to D & R's assignee, R.D. Legal.  The
right to the remaining one-fourth is the subject of the appeal.

R.D. Legal, an entity that purchases unpaid legal fees in settled
cases at a discount, and Mark E. Robinson, a founding partner of
D & R no longer with that firm, each claim entitlement to the
remaining funds in the amount of $111,111.  The district court
ruled in favor of Mr. Robinson, finding that Mr. Robinson's
interest preceded and was paramount to any interest R.D. Legal
might have otherwise had by way of the assignment from D & R.
R.D. Legal contends that the district court erred "as a matter of
law" in that Mr. Robinson has no enforceable fee agreement for
representation of the plaintiff class, and no enforceable fee-
splitting agreement with D & R or other class counsel.

In an April 18, 2012 decision available at http://is.gd/2ym2c6
from Leagle.com, the Eleventh Circuit affirmed.

Mark E. Robinson and Marvin A. Devlin, Esq., formed Devlin &
Robinson, P.C. in March 2001.  In early to mid-2005, Mr. Robinson
negotiated a buy-out of his ownership interest in D & R, effective
June 1, 2005.  Mr. Robinson agreed to remain involved on certain
cases "so that the client's[sic] best interests were protected and
so D & R did not lose the business or the cases."

D & R filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga.
Case No. 08-73871) on July 23, 2008, estimating assets and debts
below $1 million.


DEWEY & LEBOEUF: Owes $75MM to Banks; Greenberg Confirms Talks
--------------------------------------------------------------
Jennifer Smith at Dow Jones Newswires and Dan Fitzpatrick and
Leslie Scism at The Wall Street Journal report that a person
familiar with the matter said Dewey & LeBoeuf LLP is more deeply
in debt than was previously thought, owing about $75 million to a
syndicate of bank lenders.  According to the report, the New York
law firm's leaders have until the end of the month to negotiate
extending a $100 million revolving credit line with lenders.  J.P.
Morgan Chase is the lead agent; the other lenders are Citi Private
Bank, Bank of America Corp., and HSBC Holdings PLC.

The report notes Dewey & LeBoeuf has drawn down about three-
quarters of that line -- some $40 million more than was last
publicly reported by The Wall Street Journal in March.

About 70 partners have left for rival firms since the start of the
year.  According to the report, legal experts say the exits could
put Dewey in danger of breaching loan covenants.  Last week Dewey
management said the covenants had not been breached.

The report relates if the banks end negotiations and demand
repayment, Dewey could be forced into bankruptcy.

The report also notes Dewey owes at least $125 million to
insurance companies that purchased a private bond the firm floated
in 2010, according to ex-partners and people familiar with the
matter.  Firm leaders have said that the bond was issued to
refinance existing debt at a more favorable interest rate and that
the first payment will come due in 2013.

As widely reported, Dewey partners have discussed filing a
"prepackaged" bankruptcy plan that would allow a merger partner to
take on the firm free of its mounting debts and substantial
unfunded pension obligations.

Meanwhile, Debra Cassens Weiss, writing for the ABA Journal,
reports that Greenberg Traurig has confirmed holding preliminary
discussions regarding lawyers at Dewey & LeBoeuf.

ABA Journal notes Greenberg's statement doesn't use the word
"merger."  According to ABA Journal, Bloomberg News, The Wall
Street Journal and the Am Law Daily quote from the statement: "We
have had preliminary discussions relating to lawyers at Dewey
LeBoeuf but we have made no commitments, have not reached
agreements and have had no involvement in the firm's financial
situation or relationships."

ABA Journal further notes Dewey also released a statement saying
it is "considering various paths, including continuing to operate
as an independent global law firm and a strategic combination with
another leading law firm, the latter of which could take many
forms."

Dewey partners Martin Bienenstock, Esq., and Bruce Bennett, Esq.,
are leading the team considering the prepackaged bankruptcy.

WSJ also reports Dewey on Sunday told its New York lawyers they
would have to pay for car reservations with their own corporate or
personal credit cards rather than billing rides through a
corporate account, as had long been custom.


DIGITILITI INC: Jack Scheetz Resigns from Board of Directors
------------------------------------------------------------
Jack Scheetz tendered his resignation from the Board of Directors
of Digitiliti, Inc., on April 17, 2012.

Effective Dec. 1, 2011, Mr. Scheetz resigned as the Company's
Interim President and Chief Executive Officer.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $3.98 million in 2011, compared
with a net loss of $6.41 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $4.29 million in total liabilities and a $3.26
million total stockholders' deficit.

For 2011, MaloneBailey, LLP, in Houston, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


DUNE ENERGY: Amends 2012 Stock Incentive Plan Awards
----------------------------------------------------
Effective April 20, 2012, Dune Energy, Inc., entered into
amendments to clarify the Dune Energy, Inc. 2012 Stock Incentive
Plan Nonqualified Stock Option Award Agreements with each
nonemployee director to provide that (i) in the event of a
conflict between the Award Agreements and the Dune Energy, Inc.
2012 Stock Incentive Plan, the Award Agreements will govern and
(ii) any vested option outstanding at the time of the termination
of the grantee is exercisable for one year following the date of
termination.

The description of the amendment to the Award Agreements is
available for free at http://is.gd/ReVnPJ

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$247.42 million in total assets, $122.49 million in total
liabilities, and $124.93 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EBAUMS WEBSTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EBaums Webster Ventures, LLC
        26 East Main Street
        Webster, NY 14580

Bankruptcy Case No.: 12-20691

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: Sammy Feldman, Esq.
                  SILVER & FELDMAN
                  3445 Winton Place, Suite 228
                  Rochester, NY 14623
                  Tel: (585) 424-4760
                  E-mail: sfeldman@silverfeldman.com

Scheduled Assets: $4,000,000

Scheduled Liabilities: $3,250,000

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

The petition was signed by Neil Bauman, manager.


EDGEN MURRAY: S&P Puts 'B-' Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on Edgen Murray II L.P. on
CreditWatch with positive implications.

"At the same time, we placed the ratings, including the 'B'
corporate credit rating, on Bourland & Leverich Supply Co. LLC
(B&L) on CreditWatch with positive implications. The CreditWatch
listing indicates at least a 50% likelihood we would raise the
ratings following the completion of our review," S&P said.

"The positive CreditWatch placement follows the announcement by
Edgen Murray's parent, Edgen Group Inc. (not rated), that it has
commenced an IPO of 15 million shares with approximately $200
million expected in net proceeds. We expect Edgen Group to use the
proceeds to repay $170 million of B&L's outstanding debt and to
reduce Edgen Murray's asset-backed revolving credit facility
balance. Following the IPO, the operations of both Edgen Murray
and B&L will be subsidiaries of the newly formed EDG LLC.
Additionally, as part of the reorganization, EM Holdings LLC will
be formed and will replace Edgen Murray as the guarantor of Edgen
Murray's senior secured notes," S&P said.

"Although the two companies have been operating as associated
entities since Edgen's 2010 acquisition of 15% of B&L, we expect
that the combined entity may realize modest additional operational
synergies following the restructuring," said Standard & Poor's
credit analyst Gayle Bowerman. "We view B&L's position as one of
the larger players in the oil country tubular goods distribution
industry as complementary to Edgen's specialty steel distribution
business and expect that the greater scale and scope of the
ensuing company may strengthen overall profitability metrics.
Still, we view the distribution business as a highly fragmented
and competitive industry, characterized by exposure to volatile
steel prices, cyclical end markets, and relatively slow inventory
turnover, which can hurt profitability in periods of rapidly
rising or falling prices," S&P said.

"Both companies posted good results in 2011, with combined revenue
of about $1.7 billion and EBITDA of about $120 million as end-
market growth in oil and gas drilling drove higher demand for the
products of both companies. Pro forma for the transaction, we
expect the combined entity will have total debt of approximately
$500 million, with trailing annual leverage of about 4x, which
we would consider to be good for the current rating," S&P said.

"We will resolve the CreditWatch listing after the pending IPO is
completed, which we expect to occur within the next few weeks.
Before resolving the CreditWatch, we will assess the pro forma
capital structure of the combined company following the IPO and
account for potential changes to the company's financial policies,
business strategies, and operating expectations. In addition, we
will meet with management to determine if the combined company's
longer-term operating and financial strategies are consistent with
our expectations and a higher rating," S&P said.


EMERALD PERFORMANCE: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating (CFR) to Emerald Performance Holding Group, LLC and
a B1 rating to its proposed six-year $270 million Term Loan.
Proceeds from the new term loan are expected to be used to
refinance the company's current term loan facility due in 2013,
repay the outstanding balance on the revolver, and for expenses.
The outlook is stable.

The following summarizes the ratings activity:

Emerald Performance Holding Group, LLC

Ratings assigned:

Corporate family rating -- B2

Probability of default rating -- B2

Outlook: Stable

Emerald Performance Materials, LLC

$270 million Sr Sec 1st Lien Term Loan due 2018 -- B1 (LGD3, 36%)

Outlook: Stable

Ratings Rationale

Emerald's B2 CFR reflects its elevated leverage, modest size
(revenues of $665 million for 2011), recent acquisitions that have
resulted in a limited operating history under the current
structure, and the potential for event risk driven by the sponsor,
Sun Capital. Moody's notes that the ratings are subject to receipt
of final documentation, which Moody's expects will limit the
ability to pay cash dividends to equity holders, incur additional
indebtedness or make large acquisitions. The rating is supported
by the company's meaningful market positions in many of its niche
market segments, moderate product portfolio diversity, and
consistency in material margins despite volatile feedstock prices
(toluene feed stocks costs represent roughly one-third of
Emerald's manufacturing costs). Emerald's geographical footprint
(seven US manufacturing facilities, one facility in the
Netherlands, and a tolling operation in Argentina) and limited
customer concentration are also viewed as credit positives.

Emerald has an adequate liquidity profile primarily supported by
its $75 million ABL revolver, which is expected to be undrawn at
the close of the new financing. Despite elevated capital
expenditures from planned capacity increases (of which about $25
million will be funded from existing restricted cash balances),
Moody's anticipates the company to generate near breakeven free
cash flow in 2012. The new term loan facility has a 50% free cash
flow sweep mechanism.

In 2012-13, Moody's expects the company to experience modest
growth and potentially make small bolt-on acquisitions. The rating
currently has limited upside, but could experience some upward
movement if the company were to maintain a leverage ratio below
4.5x and generate Retained Cash Flow to Debt greater than 10% on a
sustained basis. The rating could be lowered if margins were to
deteriorate because of a run-up in raw material prices or if
leverage were to exceed 6.5x.

The principal methodology used in rating Emerald Performance
Holding Group, LLC was the Global Chemical Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Emerald Performance Holding Group, LLC, headquartered in Cuyahoga
Falls, Ohio, is a producer of specialty chemicals used in a wide
range of food and industrial applications. The company is owned by
funds managed by Sun Capital Partners Inc., and reported sales of
roughly $665 million for 2011.


EMMIS COMMUNICATIONS: B. Radoff Holds 5.9% of Class A Shares
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bradley Louis Radoff disclosed that, as of April 20,
2012, it beneficially owns 2,000,000 shares of Class A common
stock, $.01 par value, of Emmis Communications Corporation
representing 5.9% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/GdlpcZ

                     About Emmis Communications

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

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $365.70
million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.

                           *     *     *

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

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

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




ENTERGY CORPORATION: Moody's Issues Summary Credit Opinion
----------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Entergy Corporation and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings, outlook or rating rationale for Entergy
Corporation and its affiliates.

Moody's current ratings on Entergy Corporation and its affiliates
are:

Entergy Corporation

Senior Unsecured domestic currency ratings of Baa3

LT Issuer Rating domestic currency ratings of Baa3

Senior Unsec. Shelf domestic currency ratings of (P)Baa3

Entergy Arkansas, Inc.

First Mortgage Bonds domestic currency ratings of A3

LT Issuer Rating ratings of Baa2

Pref. Stock domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)A3

Pref. Shelf domestic currency ratings of (P)Ba1

System Energy Resources, Inc.

First Mortgage Bonds domestic currency ratings of Baa2

Senior Secured domestic currency ratings of Baa3

Senior Secured Shelf domestic currency ratings of (P)Baa2

Senior Unsec. Shelf domestic currency ratings of (P)Ba1

Entergy Mississippi, Inc.

First Mortgage Bonds domestic currency ratings of Baa1

LT Issuer Rating ratings of Baa3

Pref. Stock domestic currency ratings of Ba2

Senior Secured Shelf domestic currency ratings of (P)Baa1

Backed First Mortgage Bonds domestic currency ratings of Baa1

Underlying First Mortgage Bonds domestic currency ratings of Baa1

Entergy New Orleans, Inc.

First Mortgage Bonds domestic currency ratings of Baa3

LT Issuer Rating ratings of Ba2

Pref. Stock ratings of B1

Senior Secured Shelf domestic currency ratings of (P)Baa3

Backed First Mortgage Bonds domestic currency ratings of Baa3

Underlying First Mortgage Bonds domestic currency ratings of Baa3

W3A Funding Corporation

BACKED Senior Secured Shelf domestic currency ratings of (P)Baa2

Entergy Louisiana, LLC

First Mortgage Bonds domestic currency ratings of A3

Senior Unsecured domestic currency ratings of Baa2

LT Issuer Rating ratings of Baa2

Pref. Stock domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)A3

Backed First Mortgage Bonds domestic currency ratings of A3

Underlying First Mortgage Bonds domestic currency ratings of A3

Entergy Texas, Inc.

First Mortgage Bonds domestic currency ratings of Baa2

LT Issuer Rating domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)Baa2

Entergy Gulf States Louisiana, LLC

First Mortgage Bonds domestic currency ratings of A3

LT Issuer Rating ratings of Baa2

Preference stock domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)A3

Pref. Shelf domestic currency ratings of (P)Ba1

BACKED LT IRB/PC domestic currency ratings of Baa2

Ratings Rationale

Entergy's Baa3 rating reflects financial and cash flow coverage
metrics that are strong for the rating category, a diverse
business mix that includes regulated utilities in the Gulf region
(all with stable rating outlooks) and an unregulated nuclear
business concentrated in the Northeast, and gradually improving
regulatory relations. These credit strengths are balanced against
challenges at the non-utility nuclear business (declining power
prices and relicensing challenges), an emphasis on shareholder
returns, a history of strategic initiatives that have at times
diverted management attention away from the core utility and power
generation businesses, and a utility service territory spanning a
large portion of the storm-exposed Gulf Coast and lower
Mississippi River basin.

Rating Outlook

Entergy's rating outlook is stable, reflecting Moody's expectation
that the company will continue to exhibit strong cash flow
coverage metrics; that it maintain robust levels of liquidity to
meet significant Capex requirements and potential collateral
hedging requirements; that there will be essentially no increase
in the aggregate level of parent company debt and that essentially
any new debt issued at the parent company will be used to pay down
the revolver.

What Could Change the Rating - Up

Entergy's rating could be raised if it were to pay down a
substantial portion of its parent company debt, or if the
consolidated company were to exhibit robust financial ratios,
including CFO pre-working capital plus interest to interest above
5.0x and CFO pre-working capital to debt above 22% on a sustained
basis from cash flows that Moody's views as showing limited
volatility.

What Could Change the Rating - Down

Entergy's rating could be lowered if there were an increase in the
aggregate level of debt at the parent company or any non-utility
business segment, if a major nuclear unit license extension were
denied or if there were major required increases in non-utility
nuclear capital expenditures that in either case caused a material
change in Moody's expectations of future consolidated cash flow
metrics, if there were a material decline in liquidity (for
instance from unexpected outcomes of hedging activity), if one or
more of Entergy's major utility subsidiaries experienced financial
stress, or if the company's consolidated cash flow coverage
metrics were to deteriorate significantly for an extended period,
including CFO pre-working capital plus interest to interest below
4.0x and CFO pre-working capital to debt below 17%.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


EPAZZ INC: M&K CPAS Succeeds Lake & Associates as Accountants
-------------------------------------------------------------
Lake & Associates, CPA's LLC resigned as the auditor of Epazz,
Inc., on Dec. 8, 2012.  Lake agreed to assist the Company with the
filing of an amended Form 10-K and amended 10-Qs and the effective
date of the termination of such auditor relationship is as of
April 19 , 2012.  Effective Dec. 12, 2011, the Company engaged M&K
CPAS, PLLC, as its principal independent public accountant for the
fiscal year ended Dec. 31, 2011.  The decision to change
accountants was recommended, approved and ratified by the
Company's sole Director effective Dec. 12, 2011.

Lake's report on the financial statements of the Company for the
fiscal years ended Dec. 31, 2010, and 2009, and any later interim
period, including the interim period up to and including the date
the relationship with Lake ceased, did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.  The
opinion contained language regarding the Company's ability to
continue as a going concern.

In connection with the audit of the Company's fiscal years ended
Dec. 31, 2010 and Dec. 31, 2009, and any later interim period,
including the interim period up to and including the date the
relationship with Lake ceased, there were no disagreements between
Lake and the Company on a matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction
of Lake would have caused Lake to make reference to the subject
matter of the disagreement in connection with its report on the
Company's financial statements.

The Company has not previously consulted with M&K regarding either
(i) the application of accounting principles to a specific
completed or contemplated transaction; (ii) the type of audit
opinion that might be rendered on the Company's financial
statements; or (iii) a reportable event during the Company's
fiscal years ended Dec. 31, 2010, and Dec. 31, 2009, and any later
interim period, including the interim period up to and including
the date the relationship with Lake ceased.

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

As reported in the TCR on April 26, 2011, Lake & Associates, CPA's
LLC, in Schaumburg, Illinois, expressed substantial doubt about
EPAZZ, Inc.'s ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a significant accumulated deficit and continues to
incur losses.

                        Bankruptcy Warning

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
the Company currently anticipates that it will only be able to
continue its business operations for the next three months with
its current cash on hand and the revenues it generates and will
need approximately $100,000 to continue its operations for the
next 12 months, including any funds the Company will need to make
payments under its note payables.

The Company cannot be certain that any such financing will be
available on acceptable terms, or at all, and the Company's
failure to raise capital when needed could limit its ability to
continue and expand its business.  The Company intends to overcome
the circumstances that impact its ability to remain a going
concern through a combination of the commencement of additional
revenues, of which there can be no assurance, with interim cash
flow deficiencies being addressed through additional equity and
debt financing.  The Company's ability to obtain additional
funding for the remainder of the 2011 year and thereafter will
determine its ability to continue as a going concern.

There can be no assurances that these plans for additional
financing will be successful.  Failure to secure additional
financing in a timely manner to repay the Company's obligations
and supply the Company sufficient funds to continue its business
operations and on favorable terms if and when needed in the future
could have a material adverse effect on the Company's financial
performance, results of operations and stock price and require the
Company to implement cost reduction initiatives and curtail
operations.  Furthermore, additional equity financing may be
dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


EVERYWARE INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to U.S.-based EveryWare Inc., a manufacturer and
distributor of tableware, including glassware, dinnerware, and
flatware.

"At the same time, we assigned our 'B' issue-level rating to
EveryWare's $150 million senior secured term loan due 2017. The
recovery rating is '3', indicating our expectation for meaningful
(50% to 70%) recovery in the event of a payment default. The
company also has a $75 million asset-based revolving credit
facility (ABL; unrated) due in 2017. We understand that the
company used net proceeds from the financing to fund a dividend to
its shareholders (including majority owner Monomoy Capital
Partners), retire existing debt at Anchor Hocking LLC (Anchor) and
Oneida Ltd. (Oneida), and to cover fees and expenses," S&P said.

"The outlook is stable. Pro forma for the transaction, we estimate
that the company will have about $190 million of reported debt
outstanding. Including our adjustments for operating leases,
pension obligations, and payment-in-kind (PIK) common equity
(which we treat as debt), we estimate EveryWare will have
approximately $245 million total adjusted debt outstanding," S&P
said.

"The ratings on U.S.-based EveryWare reflect Standard & Poor's
assessment that the company's financial risk profile is 'highly
leveraged,' given the significant debt obligations following the
merger, and its very aggressive financial policy of seeking
acquisitions and paying dividends to its owners. Based on the
company's small EBITDA base and heavy debt burden, we believe
its credit metrics will deteriorate quickly if it incurs operating
difficulties," said Standard & Poor's credit analyst Stephanie
Harter.

"The ratings also incorporate our assessment of EveryWare's
business risk profile as 'weak.' Key factors in this assessment
include our view of EveryWare's narrow product portfolio;
participation in the mature and highly competitive glassware,
dinnerware, and flatware categories; exposure to commodity costs;
and limited brand and geographic diversity," S&P said.

"The stable outlook reflects our expectation that EveryWare will
maintain leverage below 5x, adequate liquidity, and positive free
cash flow. We would consider lowering the ratings if leverage
rises to the 5.5x area and/or the company's covenant cushion were
to decline below 15%, thus weakening its liquidity position.
Although unlikely during the near term, we could consider an
upgrade if EveryWare can reduce and sustain leverage to between 3x
and 4x, increase FFO to debt above 20%, continue to generate
positive discretionary cash flows, and maintain a financial policy
consistent with a higher rating. EBITDA would need to increase
about 15% for this to occur (assuming constant debt levels)," S&P
said.


FGIC CORP: Chapter 11 Plan of Reorganization Confirmed
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein on Thursday confirmed a Chapter 11 plan
of reorganization for FGIC Corp. nearly at the outset of a 15-
minute hearing, putting the insurance holding company on track for
a speedy end to its bankruptcy stint.

"Congratulations, that was a quick case," Judge Bernstein told
attorneys for the debtor after hearing several other issues in the
case following his initial confirmation, with little deliberation,
of the plan, which envisions unsecured creditors getting all the
company's cash.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis
LLP, in New York, serves as counsel to the Debtor.  Garden City
Group, Inc., is the Debtor's claims and noticing agent.   The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.


FOUR SEASONS: Hearing on Case Dismissal Continued Until May 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until May 16, 2012, at 2:00 p.m., the hearing to
consider the motion dismiss the Chapter 11 case of Four Seasons
66B Investments, Corp.

As reported in the Troubled Company Reporter on Feb. 2, 2012,
Donald F. Walton, Acting U.S. Trustee for Region 21, is seeking
the case's dismissal, stating that:

   1. The Debtor's only asset is its interest in a condominium
      unit in the Four Seasons Condominium Building in Miami,
      Florida, valued at $1,260,000.  The condominium is
      encumbered by a mortgage listed as secured debt of
      $1,555,765.  The Debtor lists no unsecured debt.

   2. JP Morgan Chase holds the mortgage on the condominium, and
      on Aug. 12, 2011, filed a motion for stay relief which
      motion was granted by the Court in Order Granting Stay
      Relief on Sept. 7, 2011.

   3. The Debtor's sole reason for filing bankruptcy was to
      attempt to refinance or sell the condominium before it was
      sold in foreclosure.  That reason is now moot since JP
      Morgan Chase obtained stay relief to continue and complete
      foreclosure proceedings in state court and sale the
      condominium.

   4. The Debtor has not filed monthly operating reports ("MORs")
      since March 2011, as required by Local Bankruptcy Rule 2015-
      1.

   5. The Debtor has not paid this obligation to the United States
      Trustee for the second, third and fourth quarter of 2011
      with estimated fees owed of $1,956.

                        About Four Seasons

Coral Gables, Florida-based Four Seasons 66B Investments Corp.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-23713) on May 19, 2010.  Cesar J. Dominguez, Esq., serves
as counsel to the Company.  The Company estimated its assets and
debts at $100 million to $500 million as of the Chapter 11 filing.


FRANCISCAN COMMUNITIES: St. Mary's in Illinois Brings in $18.8MM
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franciscan Communities St. Mary of the Woods Inc., a
retirement community and nursing home in Avon fetched a top price
of $18.8 million at auction last week.  The winning bidder, Orion
Properties Eleven LLC, opened the auction with a $15 million bid.
Franciscan Communities Inc. came in second with a $18.6 million
bid.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.  The Debtor tapped Deloitte Financial Advisory
Services LLP as restructuring advisor, and Houlihan Lokey Capital,
Inc., as its investment banker.

The U.S. Trustee appointed Beverly Laubert as patient care
ombudsman.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP. Wells
Fargo Bank, N.A., as Master Trustee, is represented by Daniel S.
Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., and John R. Weiss, Esq., at Duane Morris LLP.  Sovereign
Bank, provider of the Debtor's letter of credit facility, is also
represented by John R. Weiss, Esq., at Duane Morris LLP.

The Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor is represented by McDonald Hopkins
LLC as counsel.


FREESCALE SEMICON: Fitch's Rating Actions Affect $7-Bil. Debt
-------------------------------------------------------------
Fitch Ratings has affirmed the following ratings for Freescale
Semiconductor Holdings I, Ltd.:

  -- Issuer Default Rating (IDR) at 'CCC';
  -- Senior secured bank revolving credit facility (RCF) at
     'B-/RR3';
  -- Senior secured term loans at 'B-/RR3';
  -- Senior secured notes at 'B-/RR3';
  -- Senior unsecured notes at 'C/RR6'; and
  -- Senior subordinated notes at 'C/RR6'.

The Rating Outlook is Stable.  Fitch's actions affect
approximately $7.0 billion of total debt, including the currently
undrawn RCF.

The ratings and revision of the Rating Outlook to Stable from
Positive reflects Fitch's expectations that Freescale's revenue
growth and free cash flow will be weak over the near term.  Beyond
the near term, Fitch believes revenue growth will remain modest
but that operating EBITDA margin expansion could drive free cash
flow higher.

Nonetheless, Fitch continues to believe Freescale will be
challenged to generate sufficient free cash flow and, therefore,
require ongoing capital markets access to meet significant
intermediate-term debt service requirements.  Freescale faces
approximately $2.8 billion of debt maturities and amortization
through 2016, although the company's ongoing refinancing actions
have resulted in a relatively clear runway over the next few
years.

Fitch's expectations for negative overall revenue growth in 2012
will constrain near-term free cash flow. Fundamental end market
demand and increasing electronics content for automotive
electronics, industrial products, consumer electronics, and
networking infrastructure equipment remains healthy and poised for
low- to mid- single digit growth over the longer term.  However,
Fitch anticipates negative near-term revenue growth will be driven
by ongoing year-over-year sales declines in Freescale's cellular
business and the distribution channel's efforts to reduce excess
inventory levels.

Fitch expects operating EBITDA margin expansion from restructuring
in the near term and further expansion from operating leverage
upon the resumption of revenue growth.  These factors could drive
upside to Freescale's free cash flow.  The completion of
Freescale's planned production facility closures in 2012 should
produce approximately $120 million of annual cost savings.

Front end utilization was approximately 81% for the recently ended
quarter and the company estimates that a 100 basis point increase
in utilization from 81% translates into 25 to 30 basis points of
incremental gross profit margin.  Nonetheless, Freescale's
operating EBITDA margins are nearing historical peak levels (in
the mid-20s) but have translated into only minimal cumulative free
cash flow in recent years.

Despite the potential for operating EBITDA margin expansion, Fitch
expects credit protection measures to remain highly cyclical.  For
the latest 12 months (LTM) ended March 30, 2012, Fitch estimates
total leverage (total debt to operating EBITDA) was approximately
6.0 times (x), compared with 7.6x for fiscal 2010 and nearly 20x
for fiscal 2009.  Interest coverage (operating EBITDA to gross
interest expense) is approaching 2x for the LTM ended March 30,
2012, up from 1.7x and 0.7x at the end of fiscal 2010 and 2009,
respectively.

Fitch continues to believe that debt reduction from free cash flow
resulting in total leverage below 5.5x could result in positive
rating actions.  Conversely, negative rating actions could occur
if Freescale uses significant free cash flow over a multi-year
period, which Fitch believes likely would be the result of a
meaningfully weakened competitive position.

The ratings continue to reflect Freescale's:

  -- Leading share positions and in microcontrollers (MCU) and
     embedded processing markets, particularly automotive. These
     markets are characterized by longer product lifecycles;

  -- Substantial and increasing customer and end-market
     diversification, driven by solid design wins in
     microcontrollers and embedded processing and increased attach
     rates within the company's radio frequency (RF), analog and
     sensors businesses; and

  -- Low capital intensity from the company's 'asset-light'
     manufacturing strategy.

Ratings concerns center on Freescale's:

  -- Limited financial flexibility from highly leveraged capital
     structure with significant interest expense and debt
     maturities;

  -- Structural revenue growth challenges from focus on markets
     with meaningful incumbent supplier advantages, which also
     fortifies Freescale's leading market positions; and

  -- Minimal free cash flow in recent years, driven by operating
     EBITDA that remains below cyclical peak levels.

Fitch believes Freescale's liquidity as of March 30, 2012 and
consisted of: i) approximately $760 million of cash and
equivalents, approximately a third of which was held in the U.S.;
and ii) approximately $408 million of remaining availability under
the $425 million senior secured RCF due
July 1, 2016.

Total debt was approximately $6.6 billion as of March 30, 2012 and
consisted of:

  -- $500 million of senior secured term loans due 2019;

  -- $2.2 billion of senior secured term loans due 2016;

  -- $2 billion of senior secured notes due 2018;

  -- $355 million of senior unsecured notes due 2014;

  -- $1.2 billion of senior unsecured notes due 2020; and

  -- $264 million of senior subordinated notes due 2016.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 40%
discount to its estimate of Freescale's operating EBITDA for the
LTM ended March 30, 2012 of approximately $1.0 billion.  Fitch
applies a 5x distressed EBITDA multiple to reach a reorganization
enterprise value of approximately $3.1 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event.  After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings.  The senior unsecured and senior subordinated
debt tranches would recover 0% - 10%, equating to 'RR6' Recovery
Ratings and reflecting Fitch's belief that minimal if any value
would be available for unsecured noteholders.


FW VALENCIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: FW Valencia Palms Apartments, LP
        8201 Lockheed, Ste. 235
        El Paso, TX 79925

Bankruptcy Case No.: 12-30748

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Harrel L. Davis, III, Esq.
                  GORDON DAVIS JOHNSON & SHANE P.C.
                  P.O. Box 1322
                  El Paso, TX 79947-1322
                  Tel: (915) 545-1133
                  E-mail: hdavis@eplawyers.com

Scheduled Assets: $0

Scheduled Liabilities: $5,094,235

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-30748.pdf

The petition was signed by Richard Aguilar, manager of FW Valencia
Palms Mgmt, LLC, general partner.


GATEWAY METRO: Hearings on Cash Use, Exclusivity Set for May 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
approved a stipulation continuing hearing on Gateway Metro Center,
LLC's:

   -- exclusivity motion from April 10, 2012, to May 3; and

   -- motion to use cash collateral from April 10, to May 3.

The Court has also granted the Debtor's request to extend use of
cash collateral through the earlier of (a) May 3, and (b) the
effective date of the amended Debtor's Chapter 11 Plan dated
April 2, 2012.

In the cash collateral motion, the Debtor is requesting for
authorization to continue using the cash collateral until June 29,
2012.

The Debtor owes $20.5 million in principal to Allstate Life
Insurance Company, which Allstate alleges is secured by Gateway
Metro Center and substantially all of the Debtor's operating
assets.  The Debtor also owes $350,000 in principal to Flying
Tigers, LLC.  As the owner of a tenant-filled, office building
whose operation is dependent on cash flow, the Debtor said it must
continue to operate the building to maintain and preserve the
Debtor's value and the lenders' collateral.

The Debtor is proposing that as adequate protection from any
diminution in value of the lenders' collateral, it will grant the
lenders replacement liens.  Additionally, the Debtor believes that
Gateway Metro Center has a value of approximately $30.5 million
(including the land), while the principal amount of secured claims
is less than $21 million, which is an equity cushion of 31%.

A full-text copy of the motion and the budget is available for
free at http://bankrupt.com/misc/GATEWAYMETRO_cashcoll.pdf

                       Exclusivity Extension

Secured creditor Road Bay Investments, LLC, in response to the
exclusivity extension, is asking the U.S. Bankruptcy Court for the
Central District of California to deny Gateway Metro Center's
request to extend the Debtor's exclusive solicitation period.

As reported in the Troubled Company Reporter on March 22, 2012,
the Debtor is asking the Court to extend its exclusive right to
gain acceptance of a plan until July 6, 2012.

Two and a half weeks after the Petition Date, the Debtor filed its
Chapter 11 Plan, as amended.  Following approval of the amended
Disclosure Statement describing the Plan, on Nov. 7, 2011, the
Debtor distributed the Plan, Disclosure Statement and voting
package on creditors entitled to vote on the Plan.  All Classes
that voted, voted to accept the Plan.

Class 1 under the Plan, comprised of the secured claim of the
Debtor's primary secured lender, Allstate Life Insurance Company,
with all successors-in-interest, including Road Bay Investments,
LLC, was not entitled to vote and, therefore, Class 1 did not
accept the Plan.  Road Bay is also the only creditor that filed an
objection to the Plan.

Road Bay relates that it filed an objection to the Debtor's
proposed plan on Dec. 7, 2011, the parties entered Court-ordered
mediation in an attempt to reach a mutually agreeable settlement
and avoid a contested confirmation hearing.  The mediation was
held Jan. 12, 2012.

Road Bay explains that the Debtor has had ample time to negotiate
its plan -- more than 100 days since the objection was filed --
and nothing has come to fruition.

To that end, Road Bay is willing and able to fund a plan which
pays all allowed non-insider claims 100% in full.  Authorizing
Road Bay to file and attempt to confirm the plan will not prevent
the Debtor from doing the same.  Instead, it will merely present
creditors with a viable alternative to a plan which, so far, has
shown no hint of confirmability.

Road Bay is represented by:

        Charles R. Gibbs, Esq.
        AKIN GUMP STRAUSS HAUER & FELD LLP
        1700 Pacific Avenue, Suite 4100
        Dallas, TX 75201
        Tel: (214) 969-2800
        Fax: (214) 969-4343
        E-mail: cgibbs@akingump.com

                - and -

        Christina M. Padien , Esq.
        AKIN GUMP STRAUSS HAUER & FELD LLP
        2029 Century Park East, Suite 2400
        Los Angeles, CA 90067-3012
        Tel: (310) 229-1000
        Fax: (310) 229-1001
        E-mail: cpadien@akingump.com

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32.6 million in assets and
$22.3 million in liabilities.  The petition was signed by John F.
Pipia, its president.


GATEWAY METRO: Taps Seyfarth Shaw as Special Real Estate Counsel
----------------------------------------------------------------
Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Seyfarth
Shaw LLP as its special real estate counsel.

Seyfarth Shaw will assist the Debtor in negotiating and
documenting a modification and restructuring of the Debtor's 2006
loan in the original principal amount of $20,500,000 from its
primary secured creditor Allstate Life Insurance Company.

Richard C. Mendelson, a partner at Seyfarth, has represented the
Debtor, well as entities related to the Debtor, in a variety of
real estate transactions for over 15 years and, more specifically,
represented the Debtor in connection with the Original Loan.

The Debtor will employ Seyfarth as its special real estate counsel
on an hourly rate basis.  Mr. Mendelson will be the primary
attorney at Seyfarth responsible for working on this matter.
Mr. Mendelson's customary hourly rate is $825.  Seyfarth has
agreed, however, to apply a 15% discount to the work performed on
behalf of the Debtor.  While Mr. Mendelson anticipates that he
will be the only Seyfarth attorney to work on the matter, it is
possible that one other partner, Andrew Shiner, will perform work
on behalf of the Debtor.  Mr. Shiner's customary hourly rate is
$725, and Seyfarth has also agreed to apply a 15% discount to the
work performed by Mr. Shiner.

To the best of the Debtor's knowledge, Seyfarth does not represent
or hold any interest adverse to the Debtor or to the estate with
respect to any of these representations.

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32.6 million in assets and
$22.3 million in liabilities.  The petition was signed by John F.
Pipia, its president.


GENERAL MARITIME: Files Technical Ch. 11 Plan Modifications
-----------------------------------------------------------
General Maritime Corp. filed with the U.S. Bankruptcy Court
technical modifications to its Second Amended Chapter 11 Plan of
Reorganization.

General Maritime Corp. scheduled a confirmation hearing on May 3
for approval of the Chapter 11 plan.

The bankruptcy judge in New York signed an order April 2 approving
an agreement that improves the treatment of unsecured creditors.
In return, the official creditors' committee agreed to support the
modified plan.

As reported in the April 2, 2012 edition of the Troubled Company
Reporter, holders of allowed unsecured claims will share in $6
million in cash, warrants exercisable for up to 3% of the equity
in the reorganized Company, and 2% of the equity in the
reorganized Company, increasing their estimated recovery from
0.75% to 1.88% under the original plan to approximately 5.41%
under the revised plan.

Through the revised plan, (i) the Debtors' financial debt will be
reduced by approximately $600 million, (ii) the Debtors' cash
interest expense will be reduced by approximately $42 million
annually, and (iii) the Debtors will receive a new capital
infusion of approximately $175 million from affiliates of Oaktree
Capital Management LP.  Oaktree will convert $175 million of
secured debt into 98% of the new equity.  The rights offering
contemplated in the prior version of the plan will no longer be
implemented.

A copy of the Second Amended Chapter 11 Plan of Reorganization
with the technical modifications dated April 19, 2012, is
available at no charge at:

           http://bankrupt.com/misc/GMC_2nd_Plan_TM.pdf

                      About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

As reported in the TCR on April 5, 2012, General Maritime Corp.
scheduled a confirmation hearing on May 3 for approval of its
Chapter 11 plan.


GENERAL MOTORS: Court Dismisses Tort Suit Against GM Canada
-----------------------------------------------------------
District Judge Abdul K. Kallon granted the motion for summary
judgment filed by General Motors of Canada, Ltd., seeking
dismissal of Hubert Glynn King's complaint for lack of personal
jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2),
or, in the alternative, motion for a judgment on the pleadings
pursuant to Federal Rule of Civil Procedure 12(c) or Summary
Judgment pursuant to Rule 56.

Hubert Glynn King, as the Personal Representative of the Estate of
Willie Lyle King, Deceased, Plaintiff, v. General Motors
Corporation, et al., Defendants, Civil Action No. 5:11-cv-2269-AKK
(N.D. Ala.), arises from the death of Mr. King's wife, Willie Lyle
King, in an automobile accident occurring on Nov. 16, 2008.  Mr.
King alleges that, as he and his wife drove their 2001 Chevrolet
Silverado from Tuscaloosa, Alabama to Madison County, Alabama on
Interstate 65, he "maneuvered his vehicle to avoid hitting a deer
crossing the road when the vehicle left the roadway and struck a
tree."  On Nov. 15, 2010, Mr. King filed suit against General
Motors Corporation, Bill Heard Chevrolet, Inc.-Huntsville, and
18 fictitious parties including "those entities who or which
manufactured or assembled the General Motors vehicle involved in
the occurrence made the basis of this lawsuit, any component part
thereof, or any attendant equipment used or available for use
therewith."

A copy of the Court's April 18, 2012 Memorandum Opinion is
available at http://is.gd/rvQNcwfrom Leagle.com.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENTA INC: Has 2.2 Billion Outstanding Common Shares
----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as April 20, 2012, is 2,212,407,559.

                      About Genta Incorporated

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

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $14.49
million in total assets, $53.74 million in total liabilities and a
$39.24 million total stockholders' deficit.

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

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GETTY PETROLEUM: Court Lifts Stay for Robert's Convenience
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Robert's Convenience Food Stores, Inc., relief from the
automatic stay with respect to its State Court litigation against
Getty Petroleum Marketing, Inc., et al.

The Court determined that the Debtors do not have an equity
interest in the real property located at 300 Front Street,
Greenport, New York, and that the Debtor's interest or former
interest in the property, if any, is not necessary to an effective
reorganization.

The Court ordered that the automatic stay is modified and Robert's
Convenience is permitted to prosecute seeking a declaratory
judgment determining that Debtors are severally liable to Robert's
Convenience for the sums of money expended by Robert's Convenience
in the clean up and removal of contaminated materials at the
property, and money damages of not less than $150,000.

                        About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, as the bar
date for governmental entities.


GETTY PETROLEUM: Has Until July 2 to Decide on Master Lease
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until July 2, 2012, the time within which Getty Petroleum
Marketing, Inc., et al., must assume or reject unexpired leases of
nonresidential real property, not including a certain "Master
lease."

Getty Properties Corp. (together with Gettymart Inc.), as lessor,
and certain of the Debtors (namely, GPMI and Getty Terminals
Corp.), as lessees, are parties to that certain Consolidated,
Amended and Restated Master Lease dated as of Nov. 2, 2000.

In this relation, the Debtors, the Official Committee of Unsecured
Creditors, and Getty Properties have agreed to the removal from
time to time of properties comprising the premises from the Master
Lease in order to permanently reduce the amount of Fixed Rent
payable under the Master Lease, and to other matters affecting the
Master Lease, the administration of the Chapter 11 cases, and the
prosecution of various avoidance actions asserted or assertible by
the estates.

The terms and conditions of the stipulation includes, among other
things:

    i) The installment of Fixed Rent in the amount of $5.00
million  due and payable on Jan. 1, 2012, will be due and payable
in the amount of $2.31 million on account on Feb. 6, 2012, and the
balance thereof in the amount of $1.68 million (after taking into
account the sum of $1.00 million which is due and payable by Green
Valley Oil, LLC to the Debtors on or before Jan. 30, 2012, and the
payment by the Debtors after the receipt thereof of an equal
amount to Getty Properties, which payment has been made by the
Debtors, pursuant to the stipulation and order dated Jan. 24,
2012, will all be due and payable on April 30, 2012.

  ii) The installment of postpetition Fixed Rent in the amount of
$4.98 million due and payable on Feb. 1, 2012, will all be due and
payable on April 30, 2012 (less the amount of $1.00 million
payable by GVO to the Debtors on or before Feb. 6, 2012, and the
payment by the Debtors after receipt thereof of an equal amount to
Getty Properties, which payment has been made by the Debtors
pursuant to the GVO Order).

iii) The installment of Fixed Rent in (ii) The installment of
postpetition Fixed Rent in the amount of $4.98 million due and
payable on Feb. 1, 2012, will all be due and payable on April 30,
2012 (less the amount of $1.00 million payable by GVO to the
Debtors on or before Feb. 6, 2012, and the payment by the Debtors
after receipt thereof of an equal amount to Getty Properties,
which payment has been made by the Debtors pursuant to the GVO
Order).

  iv) The installment of Fixed Rent in the amount of $4.97 million
due and payable on March 1, 2012, has been rescheduled that it is
due and payable, and has actually been paid, in the amount of
$1.00 million on March 7, 2012, on account, and the balance
thereof (less $1.00 million which is due and payable by GVO on or
before March 6, 2012, and the payment by Debtors after receipt
thereof of an equal amount to Getty Properties within 24 hours of
receipt of payment from GVO, pursuant to the GVO Order, which has
been paid to Getty Properties) will all be due and payable on
April 30, 2012.

   v) All remaining postpetition obligations due hereunder,
including postpetition Fixed Rent not otherwise paid, will be due
and payable on April 30, 2012, together with all interest at the
rate provided in the Master Lease.

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

                             Objection

Dealer Nino's Auto Repair, Inc., in its objection to the
stipulation and order deferring rents, related that:

   1) it prevents the Committee from proposing a confirmable
liquidating plan; and

   2) it will promote unnecessary expenses being accrued including
salaries of the Debtors' management, fees of the Debtors'
professionals, and professional fees that will be expended in
connection with the formulation and confirmation of a liquidating
plan which is highly unlikely to be confirmed over objection of
dealers.

The Dealer is a member of the Committee.  The Dealer subleases a
service station from GPMI which station GPMI leases from Getty
Properties Corp. and Gettymart Inc., pursuant to the Master Lease.

Collectively, the Dealer and the Dealer's principal, Giovanni
Cutillo hold scheduled claims of approximately $11.4 million
(and unscheduled claims significantly in excess of that amount)
making them, as a group, the second largest unsecured creditor in
the cases.

The Dealers noted that they are victims of a scheme by the Debtors
and their former owners, OAO Lukoil and its subsidiaries and
affiliates, under which valuable assets were stripped from the
Debtors thereby bankrupting them.

                        About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, as the bar
date for governmental entities.


GLOBAL AVIATION: Lowenstein Sandler OK'd as Committee's Counsel
---------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Global Aviation
Holdings Inc., et al., to retain Lowenstein Sandler PC as its
counsel.

As reported in the Troubled Company Reporter on March 28, 2012,
the hourly rates of Lowenstein Sandler's personnel are:

         Members of the Firm          $435 - $895
         Senior Counsel
           (generally 10 or more
            years experience)         $390 - $660
         Counsel                      $350 - $630
         Associates
           (generally less than
            6 years experience)       $250 - $470
         Paralegals                   $145 - $245

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

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.



GOODMAN NETWORKS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Plano,
Texas-based Goodman Networks Inc., including the 'B+' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch listing follows Goodman's failure to timely
complete its audit and release its year-end financial statements.
The delay is primarily due to material weaknesses in its internal
controls over financial reporting, which led to errors that
overstated revenue and pretax income in 2010 and will likely cause
the company to restate financial statements from prior periods.
Goodman's failure to file its financial statements could, over
time and without a waiver from its bondholders, result in a
violation of reporting requirements within its bond agreements and
trigger a technical default. For this technical default to occur,
bondholders would first need to give notice to Goodman, after
which time the company would have 60 days to comply. No such
notice has been served. In addition, we expect the company's
delay in filing will not present an immediate challenge to
liquidity, which we view as 'adequate,' as long as the reporting
delays do not trigger a default," S&P said.


GRACEWAY PHARMA: Chapter 11 Liquidation Plan Confirmed
------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Peter J. Walsh on Friday confirmed Graceway Pharmaceuticals
LLC's Chapter 11 liquidation plan, with clarifications to allay
concerns the Internal Revenue Service voiced earlier this month
that the plan wouldn't preserve the federal government's setoff
and recoupment rights.

Law360 relates that Judge Walsh confirmed Graceway's first amended
liquidation plan, filed in February, saying that nothing in the
plan would affect the government's ability to assert its set-off
and recoupment rights.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered
dermatology, respiratory, and women's health products.  Its
Zyclara Cream is used for the treatment of external genital and
perianal warts (EGW) in patients 12 years of age and older. The
company offers products for the treatment of dermatology
conditions, such as actinic keratosis, superficial basal cell
carcinoma, external genital warts, atopic dermatitis, and acne;
and respiratory conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.

Graceway Pharmaceuticals LLC completed the sale of the business in
December 2011 to Medicis Pharmaceutical Corp. for $455 million.


GRUBB & ELLIS: Seeks Approval of Duer's Employment Agreement
------------------------------------------------------------
BankruptcyData.com reports that Grubb & Ellis filed with the U.S.
Bankruptcy Court a motion for an order approving an employment
agreement with Linda Duer who, as the Debtors' responsible
officer, and working with the Debtors' professionals, will manage
the wind down of the Debtors' estates. Under the agreement, the
Debtors will pay Ms. Duer a monthly fee of $22,500.

                         About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.


GRUBB & ELLIS: Becomes Newmark Grubb Knight Frank After Sale
------------------------------------------------------------
Mike Sunnucks, senior reporter at Phoenix Business Journal,
reports that Grubb & Ellis Co. is now Newmark Grubb Knight Frank.

The new international real estate company comes out of Grubb's
bankruptcy filing and subsequent purchase by New York-based
investment firm BGC Partners Inc.  Newmark Grubb will keep Grubb
& Ellis' existing offices in Phoenix and Tucson open under the new
banner.

"We're still doing business here," the report quotes Pete Bolton,
head of Newmark Grubb's Phoenix office, as saying.

BGC is a spinoff of Wall Street investment firm Cantor Fitzgerald.
It acquired Manhattan-based Newmark Knight Frank in 2011.  Mr.
Bolton said Newmark Knight did not have an Arizona presence before
the Grubb acquisition.

                     About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Judge Glenn
also approved the settlement on March 27.

Several parties in interest have taken an appeal from the sale
order.


GSC CAPITAL: Black Diamond's Plan Declared Effective March 16
-------------------------------------------------------------
GSC Group, Inc., et al., notify the U.S. Bankruptcy Court for the
Southern District of New York that the Effective Date of Black
Diamond Capital Management, L.L.C.'s Fourth Amended Joint Chapter
11 Plan for the Debtors occurred on March 16, 2012, and not
March 9.

Previously, the Court was informed of the March 9 effective date,
however, at a hearing on March 12, the Court determined that,
notwithstanding the March 9 notice, certain conditions had to be
met prior to the Plan becoming effective.

The conditions have been met and the Plan became effective on
March 16.

As reported in the Troubled Company Reporter on Feb. 17, 2012, the
bankruptcy judge approved a Black Diamond-sponsored Chapter 11
plan for the investment management firm.

Black Diamond's plan was the product of a settlement with GSC's
Chapter 11 trustee approved by the bankruptcy court in December.

As reported by The Troubled Company Reporter on Jan. 24, 2012, the
Fourth Amended BDCM Plan provides for the continued operation of
the Debtors' existing investment management business.  BDCM
maintained that its plan is a more preferable and value-preserving
alternative to the GSC Chapter 11 Trustee's Modified Joint Plan of
Liquidation.  The BDCM Plan offers all unsecured creditors three
recovery options: (1) a fast cash payout; (2) a partial cash
payment close to the Effective Date plus a delayed cash payout
from the proceeds of the Liquidating Trust; or (3) shares of
Reorganized GSC Group Series B Preferred Stock and shares of
Reorganized GSC Group Convertible Class B Common Stock, which will
comprise between 33% and 49%, at BDCM's discretion, of the
Reorganized GSC Group Common Stock with 24.9% of the voting
rights.  The BDCM Plan also provides that Preferred Equity
Interest holders will receive shares of Reorganized GSC Group's
Class A Common Stock equal to between 51% and 67%, at BDCM's
discretion, of the total GSC Common Stock, while the Trustee Plan
does not provide any recovery for the interest holders.

A clean version of the BDCM 4th Amended Disclosure Statement dated
Jan. 12, 2012, is available for free at:

      http://bankrupt.com/misc/GSCGrp_DS4thAmdJan12.PDF

In a Dec. 20 stipulation, the Chapter 11 Trustee agreed to support
the BDCM Plan, and adjourned seeking confirmation of its own Plan
to allow BDCM to pursue confirmation of the BDCM Plan provided
that BDCM consummates its Plan by Mar. 31, 2012.  In return, BDCM
has provided the Chapter 11 Trustee with $1 million to satisfy
allowed Chapter 11 professional fees and agreed to provide
$4 million in escrow funds for the Reorganized Debtors to use to
satisfy any "Straddle Tax" (i.e., any income tax liability
required to be paid had the Effective Date occurred on or before
Dec. 31, 2011).

In a separate filing, the Hon. Shelley C. Chapman ordered that:

   -- James L. Garrity, Jr., as Chapter 11 trustee for the
Debtors' estate, is authorized to abandon the contract rights
under a collateral management agreement dated Oct. 6, 2006, by and
between GSC ABS CDO 2006-4u, Ltd., and NJLP, as amended.

   -- the termination agreement between NJLP and GSC ABS CDO 2006-
4u, Ltd., terminating the CDO 2006-4u Contract and appointing a
replacement collateral manager, is approved; and

   -- the requirement that the trustee provide notice of the
abandonment of the contract rights to all of the Debtors'
creditors pursuant to Bankruptcy Rule 6007 is waived.

                        About GSC Group

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

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

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  As reported in the TCR on Dec. 16,
2011, Hilary Russ at Bankruptcy Law360 related that the Chapter 11
trustee for GSC Group, Inc., reached a handshake deal on Dec. 13,
2011, ending a bitter dispute with Black Diamond that delayed a
$235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


HACIENDA ANA: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hacienda Ana Coffe Estate Inc.
        Carr. 143, Km 11.0 Bo. Jauca
        Sector La Pico
        Jayuya, PR 00664

Bankruptcy Case No.: 12-03001

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
                  MS LOZADA LAW OFFICE
                  254 San Jose St., Suite 3
                  San Juan, PR 00901
                  Tel: (787) 520 6002
                  Fax: (787) 520 6003
                  E-mail: lcdamslozada@gmail.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/prb12-03001.pdf

The petition was signed by Angel R. Santiago Colon,
president/owner.


HICKORY PRINTING: Suit Over Fire Sale Survives Motion to Dismiss
----------------------------------------------------------------
Bankruptcy Judge J. Craig Whitley denied the defendants' partial
motion to dismiss an amended complaint, seeking dismissal of
first, second, and fourth causes of action for failure to state a
claim upon which relief may be granted, in the action, James T.
Ward Sr., Trustee for Hickory Printing Group, Inc., Plaintiff, v.
Estate of Thomas W. Reese, by and through, Charles D. Dixon and
Stephen M. Thomas, Co-Executors; George B. Glisan; and Jeffrey A.
Hale, Defendants, Adv. Proc. No. 11-3175 (Bankr. W.D.N.C.).  The
Court said each of the causes of action state plausible claims for
relief and that the Motion should be denied.  A copy of the
Court's April 19, 2012 Order is available at http://is.gd/DqjmIc
from Leagle.com.

Hickory Printing Group, Inc., was placed in involuntary Chapter 7
bankruptcy (Bankr. W.D.N.C. Case No. 10-51051) after a sale of all
of the company's assets to a third party Hickory Printing
Solutions, LLC in May 2010.  James T. Ward Sr., the Chapter 7
Trustee for HPG, maintains that that sale was (1) for grossly
inadequate consideration, and (2) was undertaken by the
Defendants, HPG's officers, directors, or shareholders to satisfy
an unsecured bank debt which they had personally guaranteed.

Specifically, the Trustee said HPG, which had a value of roughly
$4.9 million, was sold for only $200,000, and that HPG had
unsecured liabilities of more than $7.4 million.  The Trustee said
the Defendants knew that the $3.3 million Bank of Granite claim
was in fact unsecured when HPG's assets were sold.

The Trustee maintains that the Defendants personally benefitted
from this "fire sale" to the detriment of the debtor and its
creditors and in so doing, breached fiduciary duties owed by
themselves to both the HPG and its creditors.

The Trustee said HPG, which had a value of roughly $4.9 million,
was sold for only $200,000, and that HPG had unsecured liabilities
of more than $7.4 million.  The Trustee said the Defendants knew
that the $3.3 million Bank of Granite claim was in fact unsecured
when HPG's assets were sold.

He seeks a recovery of damages.

The Defendants counter that their decision to terminate the
Debtor's business operations and to sell its assets was in the
best interests of the company, given that there were no other
offers or viable alternatives.  The Defendants further argue that
the HPG's board of directors relunctantly made the decision to
sell due to HPG's default on a line of credit to its bank, the
ensuing demand by its lender for turnover of collateral, and a
lack of cash flow by which to keep the company operating.  The
Defendants also assert that until the eve of the closing, the
Board believed the bank held a valid and perfected secured lien on
all of HPG's assets.  By the time it learned otherwise, the Board
was committed to the sale and could not avert course. Defendants
cite a variety legal theories under North Carolina corporate law
as to why the enumerated causes of action are deficient and should
be dismissed.


HOTI ENTERPRISES: Plan Confirmation Hearing Scheduled for May 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has rescheduled to May 3, 2012, at 10:00 a.m., the hearing to
consider confirmation of a Chapter 11 Plan for HOTI Enterprises,
LP, and HOTI Realty Management Co. Inc.

The hearing was previously scheduled for April 27.

GECMC 2007 C-1 Burnett Street, LLC, the Plan Proponent filed
a First Modified Disclosure Statement explaining the First
Modified Plan of Reorganization dated March 15, 2012.

GECMC holds perfected, valid, first priority secured claims
against Hoti Enterprises, L.P. in an aggregate amount (as of the
Petition Date) in excess of $40.7 million pursuant to a certain
mortgage, note, assignment of rents, and related agreements.

According to the Amended Disclosure Statement, GECMC will be
entitled to receive all rights, title, and interest in and to (i)
the property and all other GECMC Collateral (including all Cash
held by or on behalf of the Debtors or the Receiver, Rents and
Leases), and (ii) all Non-Avoidance Causes of Action that the
Debtors or the Estates may have against any Person,1 and (iii) all
Causes of Action that may exist against the Debtors or their
Related Persons relating to the Debtors' and their Related
Persons' failure to pay Tenant Funds in accordance with the
Contempt Order and the Cash Collateral Order, in full and final
satisfaction, settlement, release, and discharge of and in
exchange for release of the GECMC Secured Claims against the
Debtors, which are deemed Allowed pursuant to the Plan in the
amount of $40,733,874, plus any additional fees, expenses, and
interest that may be owing to GECMC.

Each Holder of an Other Secured Claim, General Unsecured Claim
Subordinated 510(b) Claim, and Equity Interest, will not receive
any Distribution or receive or retain any interest in the Debtors,
the Estates, or other property or interests of the Debtors on
account of the Other Secured Claim.

Based on the Debtors' Schedules, GECMC does not believe that Hoti
Management has any significant assets as to which GECMC does
not have a lien.  To the extent it is determined that any of Hoti
Management's assets do not constitute GECMC's collateral, either
under the GECMC Loan Documents or in connection with the
replacement liens granted under the Cash Collateral Order, then
the assets will not be turned over or transferred to GECMC
pursuant to Section 6.2 of the Plan or otherwise.

A full-text copy of the Amended Disclosure Statement is available
for free at:

   http://bankrupt.com/misc/HOTI_ENTERPRISES_ds_1stmodified.pdf

                     About Hoti Enterprises

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue --
collectively, known as 1865 Burnett Street -- in Brooklyn, New
York.  Hoti Realty Management Co., Inc., was in the business of
owning and operating a management company that managed the
apartment complex.

Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 10-24129) on Oct. 12, 2010.  Hoti Enterprises estimated
its assets and debts at $10 million to $50 million.

Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York, N.Y.,
represents the Debtors as counsel.

A receiver of rents was appointed against Hoti Enterprises pre-
bankruptcy pursuant to a foreclosure proceeding commenced by GECMC
2007-C-1 Burnett Street, Hoti's mortgagee and largest secured
creditor.

No Official Committee of Unsecured Creditors has been appointed in
the case.


INDIANAPOLIS DOWNS: To Face $17MM Casino Contract, IP Claims
------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon ruled that Indianapolis Downs LLC must
face claims of $17 million over its use of trademarks and the
termination of a management contract at an Indiana gaming complex.

Law360 relates that Judge Shannon granted a motion by two Cordish
Co. units to dismiss Indianapolis Downs' adversary suit objecting
to their claims.

                      About Indianapolis Downs

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

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

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

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


INDYMAC BANCORP: Trustees Beats FDIC in Race for Tax Refunds
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unsecured creditors of IndyMac Bancorp Inc. won the
first leg of a race to recover $55.1 million when the U.S.
Bankruptcy Judge in Los Angeles recommended that the trustee for
the bank holding company, and not the Federal Deposit Insurance
Corp., be found entitled to tax refunds.  A U.S. district judge
will decide whether to accept the recommendation.

The report recounts that in June 2009, the holding company's
Chapter 7 trustee sued the FDIC.  Among other things, the trustee
wanted the judge to rule that he, and not the FDIC, was entitled
to tax refunds under a tax-sharing agreement between the parent
and subsidiary.  The lawsuit progressed until June 2011, when the
trustee and the FDIC had filed motion about the tax refunds, both
claiming there were no disputed facts, thus allowing the
bankruptcy judge to rule without holding a trial.  The FDIC argued
that it should receive the tax refunds because they resulted from
losses incurred by the bank.  The trustee took the winning
position by arguing that the tax-sharing agreement allowed the
holding company to file tax returns and receive tax refunds.

According to the report, U.S. Bankruptcy Judge Sheri Bluebond
agreed with the trustee.  In her opinion on March 29, she
concluded that the taxsharing agreement "established a debtor-
creditor relationship" between the holding company and the bank
subsidiary, where the holding company had the right to receive tax
refunds.  She said that the bank had the right to receive payments
"for amounts that might or might not correspond with the amount of
any refund received" by the holding company.

Consequently, the $55.1 million, the report notes, should belong
to the trustee, with the FDIC having an unsecured claim under the
tax-sharing agreement.  Judge Bluebond rejected numerous arguments
by the FDIC, including contentions that the refunds should be
segregated or held in escrow.

Mr. Rochelle relates that under peculiarities of bankruptcy law,
the lawsuit over tax refunds is a type of dispute where the
bankruptcy judge doesn't have power to make a final ruling.
Instead, Judge Bluebond's lengthy opinion is a recommendation on
how a federal district judge should rule.  The district judge can
accept or reject her analysis or devise a different resolution.

The lawsuit is Siegel v. Federal Deposit Insurance Corp.,
09-01698, U.S. Bankruptcy Court, Central District of California
(Los Angeles).

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


INTCOMEX INC: Moody's Affirms 'B3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Intcomex, Inc.'s B3 Corporate
Family Rating (CFR), its B3 Probability of Default rating, and the
B3 rating for the Company's senior secured notes. Moody's also
maintained the Company's SGL-3 liquidity rating and revised its
ratings outlook to stable from negative based on the ratings
agency's expectations of Intcomex's improving cash flow
generation.

Rating Rationale

The stable outlook reflects Moody's belief that Intcomex's cash
flow from operations should improve driven by continued volume
growth and stable cash conversion cycles and that the Company
should produce slightly positive cash flow from operations in
2012, compared to the negative $20 million in 2011. Intcomex's
credit profile has also benefited from the investment agreement
with Brightpoint in April 2011, pursuant to which Brightpoint
acquired equity interest in Intcomex, infused $15 million of cash
in Intcomex and contributed its mobile devices business in certain
Latin American markets. The mobile devices business accounted for
about 60% of Intcomex's annual revenue growth in 2011. The stable
outlook additionally reflects the expectations of continued
decline in Intcomex's total debt-to-EBITDA leverage from 4.1x at
year-end 2011 toward 3.5x in the next 12 to 18 months driven by
EBITDA growth.

The B3 CFR reflects Intcomex's lack of free cash flow resulting
from its weak profitability, mainly due to high debt service
costs, and large working capital requirements, and the Company's
high financial leverage. The rating considers Intcomex's highly
competitive operating environment, its modest scale relative to
the large-scale technology distributors, and high concentration of
revenues generated from developing countries in Latin America and
the Caribbean region, which are potentially subject to economic
and foreign currency volatility. At the same time, Intcomex
benefits from a growing demand for IT products and mobile devices
in the region given the existing low levels of PC and wireless
penetration and good near-to-intermediate term economic growth
prospects for the countries in the region which comprise
Intcomex's key markets.

The B3 rating is supported by Intcomex's good market position as a
result of its long operating history in the region and its
diversified customer base within the region. The rating benefits
from moderate barriers to entry in certain markets due to the
difficulties of conducting business in Latin America, although
competition from large-scale broadline IT distributors and OEMs
selling direct to high-volume markets is expected to increase in
the future.

Intcomex's SGL-3 liquidity rating reflects the Company's adequate
liquidity mainly comprising its cash balances and limited access
to funds under its U.S. revolving credit facility to finance
growth in working capital.

The following ratings were affirmed:

  Issuer: Intcomex, Inc.

     Corporate-Family Rating -- B3

     Probability of Default Rating -- B3

     $115 million (originally $120 million) second-lien senior
     secured notes due 2014 -- B3, LGD4 (50%), revised from LGD3
     (49%)

     Speculative grade liquidity at SGL-3

     Outlook, Changed To Stable from Negative

Moody's could raise Intcomex's ratings if sustainable growth in
profitability results in increased levels of free cash flow in the
mid single digit percentages of total debt, Debt-to-EBITDA
leverage could be maintained below 4.5x, including through
temporary fluctuations in demand, and the Company maintains good
financial flexibility.

Moody's could downgrade Intcomex's ratings if its liquidity
deteriorates or challenges in business execution cause free cash
flow deficits to increase and the Company is unable to maintain
total debt-to-EBITDA leverage below 5.0x.

The principal methodology used in rating Intcomex, Inc. was the
Global EMS & IT Distribution Industry Methodology published in
April 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Intcomex, Inc., headquartered in Miami, Florida, is a distributor
of information technology products in 40 countries in Latin
America and the Caribbean. The Company reported approximately $1.3
billion in annual revenue in 2011.


INTEGRATAS SECURITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Integratas Security Corporation
        1785 Lakeland Avenue
        Ronkonkoma, NY 11779

Bankruptcy Case No.: 12-72355

Chapter 11 Petition Date: April 16, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  E-mail: efilings@spallp.com

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

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

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

The petition was signed by Michael J. O'Neill Sr., president/CEO.


INVESTORS LENDING: US Trustee, Committee Balk at Plan Outline
-------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, and the U.S.
Official Committee of Unsecured Creditors in the Chapter 11 case
of Investors Lending Group, LLC, ask the U.S. Bankruptcy Court
for the Southern District of Georgia to deny approval of the
Chapter 11 Plan and Disclosure Statement.

According to the Committee, among other things:

   -- the Debtor has failed to provide justification for the
reduction in real estate values as set forth in Debtor's
Disclosure Statement as compared the higher values listed in the
Schedules, the latter of which were based on the County tax
assessment;

   -- the Disclosure Statement fails to accurately value the
Debtor's real property holdings;

   -- the Debtor's Plan does not satisfy the Absolute Priority
Rule as set forth in Section 1129 of the Bankruptcy Code.

The U.S. Trustee explains that, among other things:

   -- the Plan provides that unsecured creditors may elect one of
two options for the treatment of their claims.  However, neither
option provides that unsecured claims will be paid in full with
interest.  Moreover, the current owner of the Debtor LLC will
retain her 100% ownership interest in the business without
contributing any new value, and there is no mechanism by which the
ownership interest in the Reorganized Debtor is exposed to
competitive bidding in the marketplace.

   -- this statement must appear in bold, capitalized text in the
first paragraph of the first page of the Disclosure Statement:
"THE PLAN OF REORGANIZATION PROPOSED BY INVESTORS LENDING GROUP,
LLC, CANNOT BE CONFIRMED IF THE UNSECURED CREDITOR CLASS VOTES TO
REJECT IT."

   -- in its summary of the Plan, the Disclosure Statement fails
to describe the Plan provisions rendering property transfers
exempt from state and local stamp and transfer taxes and recording
fees pursuant to Section 1146 of the Bankruptcy Code.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on March 23, 2012,
the Debtor has filed a Chapter Plan dated Feb. 17, 2012, that
contemplates that the Debtor will continue the operation of the
business.

Under the Plan, unsecured creditors, classified under Class 5,
will have two options for treatment of their claims:

   (1) Creditors will receive a total dividend of 16% of their
       Allowed Claim, in full and complete satisfaction of the
       same.  They will be paid a pro-rata share of $800,000, 15
       months from the Effective Date, and every 12 months
       thereafter on the anniversary date of the first payment,
       until the 16% dividend has been paid.  The length of time
       required to satisfy those creditors who choose the Option 1
       will depend on the number of creditors who choose Option 1
       and the total amount of those creditors' claims.  The
       Debtor estimates the pay-out period to be between 15 and 39
       months from the Effective Date.

   (2) Creditors who select this option will receive a total
       dividend of 33% of their Allowed Claim, to be paid 60
       months after the Effective Date, in full and complete
       satisfaction of those claims.

No interest will be paid on any Class 5 Claim.

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

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

                        About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The Debtor scheduled
assets of $14,197,900 and debts of $18,634,570.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


ISHARES EMERGING: S&P Rates Fund Credit Quality 'BB-f/S4'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-f' fund credit
quality and 'S4' volatility ratings on the iShares Emerging
Markets Corporate Bond Fund.

"The iShares Emerging Markets Corporate Bond Fund is part of
iShares Inc., a registered investment company that consists of
more than 50 investment series or portfolios. The company was
organized as a Maryland corporation on Aug. 31, 1994, and is
authorized to have multiple series or portfolios. The company is
an open-end management investment company registered with the U.S.
SEC under the Investment Company Act of 1940, as amended. The
offering of the company's shares is registered under the
Securities Act of 1933, as amended," S&P said.

"BlackRock Fund Advisors (BFA), the fund's investment adviser, is
a subsidiary of BlackRock Inc. (A+/Stable/A-1). As of Dec. 31,
2011, BlackRock Inc. and its affiliates provided investment
advisory services for assets estimated to exceed $3.513 trillion.
State Street Bank & Trust Co. is the administrator, custodian, and
transfer agent for the fund. BlackRock Investments LLC, a
subsidiary of BlackRock Inc., is the fund's distributor," S&P
said.

"BFA uses a passive or indexing approach to achieve the fund's
investment objectives. The fund was launched this week. It seeks
investment results that correspond generally to the price and
yield performance, before fees and expenses, of the corresponding
underlying index. The underlying index for the iShares Emerging
Markets Corporate Bond Fund is the Morningstar Emerging Markets
Corporate Bond Index, which tracks the performance of the U.S.
dollar-denominated emerging market corporate bond market," S&P
said.

"Our fund credit quality ratings, identified by the 'f' subscript,
reflect the level of protection the fund provides against losses
from credit defaults. The credit quality ratings scale ranges from
'AAAf' (extremely strong protection against losses from credit
defaults) to 'CCCf' (extremely vulnerable to losses from credit
defaults). The ratings from 'AAf' to 'CCCf' may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories," S&P said.

"Our fund volatility ratings, identified by the 'S' scale, are
based on our current opinion of a fixed-income fund's sensitivity
to changing market conditions, relative to a portfolio made up of
government securities and denominated in the base currency of the
fund. The volatility ratings are based on a scale from 'S1'
(lowest sensitivity) to 'S6' (highest sensitivity). Volatility
ratings evaluate sensitivity to factors such as interest rate
movements, credit risk, and liquidity," S&P said.

"We will monitor the fund monthly to ensure the consistency of the
credit and volatility profiles with the assigned ratings," S&P
said.


JEFFRIE LONG: Accord Voids Valleycrest's Judicial Lien
------------------------------------------------------
In the case, Jeffrie and Sharon Long, v. Valleycrest Landscape
Development, Inc., Adv. Proc. No. 12-00095 (Bankr. D. Md.),
Bankruptcy Judge Thomas J. Catliota approved a stipulation and
consent order between the parties wherein they agree as to Count I
(Avoidance of Preferential Transfer 11 U.S.C. Sec. 547) of the
Complaint to Avoid Preferential Transfer, that the recordation of
the judicial lien in the Circuit Court for Calvert County,
Maryland, is a preferential transfer within the meaning of 11
U.S.C. Sec. 547.  The parties agree that judgment be entered in
favor of the Longs and against Valleycrest as to Count I and that
Valleycrest's judicial lien is avoided.  The parties further
stipulate that the adversary case be held open pending disposition
of the Defendant's motion for leave to file a counterclaim for
nondischargability.  A copy of the Stipulation and Consent Order
dated April 18, 2012, is available at http://is.gd/KzWOa8from
Leagle.com.

Attorney for Valleycrest is:

          Shawn C. Whittaker, Esq.
          WHITTAKER & ASSOCIATES, P.C.
          Rockville, MD
          Tel: (301) 838-4502
          Fax: (301) 838-4505
          E-mail: shawn@whittaker-law.com

Jeffrie Long and Sharon Long filed a Chapter 11 petition (Bankr.
D. Md. Case No. 11-29719) on Oct. 3, 2011.  The Longs are
represented by:

          Alon J. Nager, Esq.
          Columbia, MD
          Tel: (443) 546-4608
          Fax: (443) 546-4621
          E-mail: anager@chaifetzandcoyle.com


JEFFERSON COUNTY: Alabama Counties Eligible for Bankruptcy
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Alabama Supreme Court ruled in a unanimous
decision April 20 that Jefferson County and the city of Prichard,
Alabama, both have the right to be in municipal bankruptcy.

Mr. Rochelle recounts that a bankruptcy judge ruled in August that
the city of Prichard wasn't entitled to be in Chapter 9 bankruptcy
because it didn't have outstanding bonds. The Prichard case was
appealed to the federal district court, where the judge asked the
Alabama Supreme Court to say whether outstanding bonds are
required before filing municipal bankruptcy.  Meanwhile, a
different bankruptcy judge presiding over the municipal bankruptcy
of Jefferson County ruled in March that having outstanding bonds
wasn't required before Alabama law authorizes a municipality to
file bankruptcy.

According to the report, the state Supreme Court ruled that the
state statute is "unambiguous."  The state's highest court said
the "legislature intended to authorize every county, city, town or
municipal authority" to file bankruptcy.

Mr. Rochelle notes that the 13-page ruling by the state court on
April 20 was an abbreviated version of the 28-page, single-spaced
ruling on March 4 by the Jefferson County Bankruptcy Judge Thomas
B. Bennett.  Holders of more than $3 billion in defaulted sewer
debt challenged the county's right to be in Chapter 9,
interpreting Alabama state law as requiring a county to have
outstanding bonds, which Jefferson County doesn't have.  Judge
Bennett looked at state law and concluded that resorting to
bankruptcy court "is not constrained by the types of debts
outstanding on the day a bankruptcy case is initiated."  The
state's Supreme Court reached the same conclusion.

                    About Prichard, Alabama

The city of Prichard, Alabama, a suburb of Mobile, filed for
municipal reorganization on Oct. 27, 2009, its second time in
eight years.  The Chapter 9 petition in Mobile says that assets
and debt both exceed $10 million.

In September 2010, the Bankruptcy Court dismissed Prichard's
petition after finding that the city lacked the capacity, under
Alabama law, to file the petition.

The city filed for bankruptcy after retirees stopped receiving
pension checks.  Prichard said it was having a "substantial under-
funded pension obligation."  Prichard has a population of 25,000.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JOBSON MEDICAL: Prepackaged Plan Declared Effective March 20
------------------------------------------------------------
Jobson Medical Information Holdings LLC, notified the U.S.
Bankruptcy Court for the Southern District of New York that the
Effective Date of the Prepackaged Plan of Reorganization dated
Jan. 10, 2012, occurred on March 20, 2012.

As reported in the Troubled Company Reporter on March 7, 2012, the
bankruptcy judge confirmed the Debtor's plan.

The Debtors filed their proposed Chapter 11 Plan together with
their bankruptcy petition.  The Debtors solicited votes on the
Plan in January.  Kurtzman Carson Consultants has certified that
secured lenders and holders of the Class A equity have approved
the Plan.

The Plan gives the company three more years to pay off its loan
and grants its secured lender equity in the new company.  Under
the Plan, maturity of first-lien debt will be extended by three
years and the lenders owed $117.4 million will be given 20% of the
equity.  Unsecured creditors with claims totaling about $2 million
will be paid in full.  The Plan allows the Class A shareholders to
retain 80% of the new stock.  The existing Class B shareholders
retain nothing.

The Plan Support Agreement requires approval from the bankruptcy
court through a confirmation order no later than March 23.  The
agreement also requires consummation of the Plan by March 26.

                        About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Kurtzman Carson Consultants LLC serves as claims and
noticing agent and as administrative agent.  The petition was
signed by Derek Winston, chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


KEVIN GUAY: Dismissal of Claims Over Illegal Search Affirmed
------------------------------------------------------------
While engaged in a Chapter 7 bankruptcy action, Kevin Guay brought
numerous claims against government officials and a police officer,
seeking damages for an allegedly illegal search of his property.
Mr. Guay, however, failed to amend his bankruptcy schedules, as
required, to disclose the existence of his claims as newly
acquired assets prior to obtaining a discharge from bankruptcy.
As a result, the government officials et al. moved for summary
judgment on the basis of judicial estoppel, even though Mr. Guay's
failure to disclose his claims did not give him an unfair
advantage in this proceeding.  It was enough, the government
officials et al. argued, that Mr. Guay successfully adopted a
position in the bankruptcy proceeding inconsistent with the
position he takes.  Agreeing, the district court granted summary
judgment for the government officials et al.  The U.S. Court of
Appeals for the First Circuit affirms.

In early 2009, while still in bankruptcy, the Guays were subjects
of a police investigation into alleged violations of state
environmental protection laws.  On March 25, 2009, Sean Ford, a
Concord, New Hampshire police detective, secured search warrants
allowing extensive excavation of two properties owned by the
Guays.  During execution of the warrants on March 25 and 26,
officers also searched the Guays' home, which was not included in
either warrant.  The officers also denied the Guays and their
tenants access to other properties the couple owned for which no
warrant was obtained.  The search caused extensive damage to the
Guays' properties and was widely reported in television and print
media.

On June 26, 2009, Kevin Guay, acting pro se, filed suit in federal
court under 42 U.S.C. 1983 against Ford and various other
defendants claiming a violation of his Fourth, Fifth and
Fourteenth Amendment rights.  He also raised state law claims of
malicious prosecution, malicious abuse of process, and intentional
and negligent infliction of emotional distress.  A month later,
Lorraine Guay, also pro se, filed a substantially similar suit and
the district court ordered the two actions consolidated.

Throughout their bankruptcy proceeding, the Guays failed to file
amended asset schedules identifying their lawsuits as assets, as
required by 11 U.S.C. 521(a)(1) and 541(a)(1) & (7).  During an
Aug. 12, 2009 meeting of the Guays' creditors, an attorney for the
State of New Hampshire asked the Guays about various civil
lawsuits in which they were plaintiffs, including those at issue
here.  The lawsuits were discussed among the Guays, their counsel,
counsel for the State, and the bankruptcy Trustee, and the Guays'
counsel offered to provide the Trustee with copies of all the
relevant filings.  It is unclear whether these documents were ever
provided, but the Guays never formally disclosed the existence of
the claims by amending their asset schedules.

Later in August 2009, the State of New Hampshire filed a motion
seeking an order requiring the Guays to demonstrate why they
should not be held in contempt for failing to file required
monthly operating statements and amended bankruptcy schedules.
The motion noted that these filings were required both by Federal
Rule of Bankruptcy Procedure 1019 and by the bankruptcy court's
order converting the bankruptcy matter from a Chapter 11 to a
Chapter 7 proceeding.  In response to this motion, the bankruptcy
court ordered the Guays to file the additional information
required by Bankruptcy Rules 1019 and 1007, including information
concerning any property interest acquired subsequent to the filing
of the bankruptcy petition. The order required the Guays to file
this information by Oct. 29, 2009.

Before that deadline arrived, the bankruptcy court granted the
Guays a discharge on October 27 pursuant to 11 U.S.C. 727.  The
order discharged all debts eligible for discharge in a Chapter 7
bankruptcy, but did not dismiss the case or end the Trustee's
responsibility for the estate.  Accordingly, in response to the
court's earlier order, the Guays filed an affidavit with the
bankruptcy court on Oct. 29 stating that no amendments to their
petition or asset schedules were necessary.

Several days later, the State of New Hampshire filed another
motion in the bankruptcy proceeding seeking an order finding the
Guays in contempt for failing to file monthly operating reports
and the disclosures required by Bankruptcy Rule 1019.  The Guays
filed an opposition to this motion, stating that "the Debtors have
filed an affidavit stating that the information provided in their
bankruptcy schedules as amended was accurate and there are no
changes," and again affirming the completeness and accuracy of
their bankruptcy schedules and failing to identify their lawsuits
as assets.

Shortly thereafter, in a December 2009 order, the magistrate judge
handling this civil action ordered the parties to submit
additional briefing on the issue of whether the bankruptcy
Trustee, and not the Guays, was the real party in interest in this
lawsuit.  In doing so, the court noted that the Trustee had not
abandoned the action.  In their supplemental brief, the defendants
raised the issue of judicial estoppel for the first time.

Subsequently, on Jan. 15, 2010, the Guays filed with the
bankruptcy court a Report of Unpaid Chapter 11 Obligations in
which they identified their claims in this lawsuit.  The Chapter 7
Trustee then filed a Notice of Abandonment with respect to the
Guays' lawsuits, explaining that she had determined that "the
Lawsuits are burdensome and of inconsequential value to the
estate."  This Notice was served on the Guays' creditors, who were
given the opportunity to object to the Trustee's action if they
believed the lawsuits had significant value. None objected.

The appellees moved to dismiss the Guays' claims on multiple
grounds, including judicial estoppel.  They argued that, because
the Guays failed to disclose their claims to the bankruptcy court,
they were barred from bringing the same claims in this action.
Deferring resolution of the judicial estoppel issue until the
factual record was better developed, the district court adopted in
March 2009 the report and recommendation of the magistrate judge
and dismissed most of the Guays' claims for failure to allege
facts supporting the claims. The only surviving claims were Kevin
Guay's malicious abuse of process claim against Ford, the City of
Concord, and the Concord Police Department, and the Fourth
Amendment claims of both Guays against Ford in his personal
capacity.

After several months of discovery, the remaining defendants moved
for summary judgment, again raising the judicial estoppel defense.
On Nov. 16, 2010, after de novo review, the district court adopted
the recommended decision of the magistrate judge and granted the
motion on the basis of the Guays' failure to disclose their claims
in their bankruptcy proceeding.

"This case requires us to apply the doctrine of judicial estoppel
in somewhat unusual circumstances," said Circuit Judge Kermit
Lipez, who wrote the opinion.

The First Circuit held the district court did not abuse its
discretion in applying the doctrine of judicial estoppel to
foreclose appellant's claims.

The appellate case is LORRAINE GUAY, Plaintiff, KEVIN GUAY,
Plaintiff, Appellant, v. THOMAS BURAK, Commissioner of the
Department of Environmental Services for the State of New
Hampshire; CONCORD POLICE DEPARTMENT; MICHAEL A. DELANEY, NH
Attorney General; SEAN FORD, Detective, Concord Police Department;
CONCORD, NH, Defendants, Appellees, No. 10-2513 (1st Cir.).  A
copy of the Appeals Court's April 19, 2012 decision is available
at http://is.gd/vNxI1sfrom Leagle.com.

Kevin Guay and his wife filed a Chapter 11 bankruptcy petition
(Bankr. D. N.H. Case No. 08-_____) on Sept. 28, 2008.  The case
was converted to a Chapter 7 proceeding on June 23, 2009.


LA BOTA: Court Orders Schneider National's Lease Remains Valid
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered order clarifying the terms of La Bota Development Company,
Inc., and Laredo Rock Tech Sand & Gravel, LP's First Amended Joint
Plan of Reorganization.

Schneider National Carriers, Inc., requested for clarification of
the terms of the Plan as the terms apply to Schneider and its
lease.  Schneider and La Bota are parties to the lease dated as of
July 1, 2001, of 30 acres of real property in Webb County, Texas.

Schneider related that under the terms of the Plan, La Bota
assumed the lease.  Language in the Plan also provided that Bank
Midwest, N.A., now known as Armed Forces Bank, would receive the
property free and clear of all liens, claims, and encumbrances.
The language in the Plan is inconsistent with La Bota's assumption
of the lease under the terms of the Plan.

The Court ordered that:

   -- the lease remains valid as an encumbrance on the property,
notwithstanding any language in the Plan or the order confirming
First Amended Plan to the contrary; and

   -- pursuant to that certain Subordination, Non-Disturbance and
Attornment Agreement by and between Schneider and AFB dated as of
Sept. 4, 2003, the lease continues in full force and effect as a
direct lease between AFB and Schneider.

                    About La Bota Development

Sugar Land, Texas-based La Bota Development Company, Inc.,
is a real estate development company that owns and sells
residential and commercial real estate to developers.  It also
owns a mobile home park in Nueces County, Texas and a mini-storage
facility in Harris County, Texas.

La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 10-20376) on May 3, 2010.  The Company estimated
$50 million to $100 million in assets and $10 million to
$50 million in liabilities in its petition.

Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines,
extracts and sells sand and gravel in Webb County, Texas.  Laredo
Rock filed a separate petition for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. S.D. Tex. Case No.
10-20377).  In its petition, the Debtors disclosed assets of
$1,244,770 and debts of $1,501,506.

The cases are jointly administered under Case No. 10-23076.


LAGUNA DEVELOPMENT: Fitch Affirms Rating on Revenue Bonds at 'BB+'
------------------------------------------------------------------
Fitch Ratings affirms Laguna Development Corporation's (LDC)
enterprise revenue bonds at 'BB+'. Fitch also affirms LDC's 'BB'
Issuer Default Rating (IDR) at 'BB'.

The Rating Outlook is Stable.

The affirmation of the ratings reflects LDC's strong financial
flexibility, which is enhanced by the regular amortization of the
debt and the cash flow sharing agreement with the Pueblo of Laguna
(Pueblo).  The cash flow sharing agreement helps to ensure that
adequate liquidity remains at the enterprise level and that the
capital reinvestment remains robust. LDC's operating
diversification relative to other Native American gaming issuers
and the Pueblo's conservative financial policies are also factored
into the ratings.

LDC operates three casinos located along I-40 west of Albuquerque.
These include Route 66 Casino (about 15 miles from Albuquerque)
with approximately 1,630 slot machines and a 154-room hotel.
There is also the Dancing Eagle Casino with about 600 slot
machines 30 miles further west catering more to the I-40 passerby
traffic.  Finally, Casino Xpress has additional 130 slot machines
in a rest area across the Route 66. The bonds benefit from a
first-priority revenue pledge in these and certain other ancillary
assets.

LDC's leverage as measured by debt/EBITDA ratio is low at just
under 2 times (x) as of Dec. 31, 2011.  Fitch expects the ratio to
trend towards 1.5x over the next two-three years as LDC's debt is
fully amortizing through 2021.  Coverage of interest and principal
by EBITDA is expected to remain well above 3x. Fitch does not
expect LDC to take on more debt in the foreseeable future.

In the base case scenario, Fitch expects EBITDA to remain
relatively flat over the projection horizon with modest
improvement in the local economy potentially being offset by
continued heavy promotional spending by LDC's competitors in the
Albuquerque market.  LDC's slot-win market share in the
Albuquerque market declined over the last three reported
sequential quarters from 20.9% in the first quarter of 2011 to
18.6% in the last quarter of 2011.  As a result net gaming
revenues declined in the third and fourth quarters by 6% and 15%
on a year-over-year basis, respectively.

LDC's management has indicated that it implemented appropriate
strategic initiatives to address competitors' heavy promotional
spending.  However, Fitch has not yet seen the initiatives benefit
the bottom line (first-quarter 2012 results are not yet
available).  In Fitch's base case, revenues net of promotional
allowance and EBITDA are slightly down to flat in 2012.

Cash Flow Sharing Agreement with the Pueblo:
LDC and the Pueblo of Laguna entered into a cash flow sharing
agreement, which establishes minimum operating and capital
expenditure cash reserves to be maintained at LDC.  The bulk of
the transfers to Pueblo are made annually based on a percentage of
cash remaining after the reserves are established.  There is also
a fixed amount, comprising a small portion of total transfers that
the tribe receives in monthly increments.

Fitch views this agreement favorably as it enhances liquidity at
LDC, helps ensure proper levels of capital reinvestment and sets
tribal transfers at levels that are commensurate with the cash
flow generating ability of the enterprise. The agreement is part
of the bond covenants.

The Pueblo maintains conservative financial policies on the tribal
side and does not rely heavily on transfers from the gaming
enterprises.

Stable Outlook:
Fitch does not expect the ratings to change in the near-to-medium
term.  Relative to the 'BB' IDR, LDC's operating diversification
is limited when compared to Fitch's broader rated gaming universe,
although, as mentioned before, it is diverse relative to other
Native American gaming issuers.  The competitive and saturated
nature of the Albuquerque market also pressures the potential for
positive rating movement.  These concerns are in part addressed by
LDC's healthy reinvestment into the properties and the meaningful
amortization of the debt.

The 'BB' IDR incorporates adequate financial cushion, as the
ratings are unlikely to be pressured until leverage is expected to
sustain above 2x and coverage below 3x.

The Enterprise Revenue Bonds:
The 2006 bonds are secured by a lien on the cash flows of LDC.
The one-notch positive differentiation from the IDR reflects
additional debt covenants on the bonds, which limit pari passu
debt, improving recovery prospects in an event of default.  The
covenants prohibit additional debt if pro forma leverage would
exceed 3.0x and debt service coverage falls below 2.5x.

The bonds also benefit from a trustee controlled flow of funds and
a springing debt service reserve fund (DSRF).  The controlled flow
of funds and the funding of the DSRF are activated if debt service
coverage by EBITDA declines below 2x.  A coverage level of less
than 1.5x would trigger an event of default.

Fitch affirms Laguna Development Corporation as follows:

  -- IDR at 'BB';
  -- Enterprise Revenue Bonds, series 2006 at 'BB+'.


LANDAMERICA FINANCIAL: Creditors' Trustee Collects $37.9-Mil.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trust created for creditors under the liquidating
Chapter 11 plan for LandAmerica Financial Group Inc. is bringing
in $37.9 million from a settlement on insurance policies issued by
Lloyd's of London.

The report recounts that the Court-confirmed plan created a trust
designed to bring lawsuits for creditors.  The trust made claims
on the $50 million in Lloyd's policies for 2008.  The policies
covered bonds, crime and professional liability.

According to the report, in return for paying the trust $37.9
million, the insurance company will be off the hook for the
remainder. The trustee said that damages claimed under the policy
exceed $300 million while the trust has already distributed more
than $200 million. The bankruptcy judge in Richmond, Virginia,
approved the settlement at a hearing on April 19, court records
show.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LAREDO PETROLEUM: Moody's Upgrades CFR to 'B1'; Outlook Stable
--------------------------------------------------------------
Moody's upgraded Laredo Petroleum, Inc.'s Corporate Family Rating
(CFR) to B1 from B3, and its senior unsecured notes to B3 from
Caa2. Moody's also assigned a SGL-3 Speculative Grade Liquidity
rating (SGL). The rating outlook is stable. This action concludes
Moody's review for upgrade, which commenced April 2, 2012.

Ratings Rationale

"The upgrade reflects our expectation of continued strong
operational results and a sustained high oil price environment,"
commented Jonathan Kalmanoff, Moody's Analyst. "Laredo has built a
solid operational track record, doubling reserves and production
in 2011 while increasing the proportion of liquids production,
maintaining favorable full cycle metrics, and maintaining RCF /
debt above 20% in line with historical leverage trends. The
company is well-positioned to enjoy robust cash flow generation
for at least the next few years based on Moody's expectation for a
sustained high oil price environment."

The B1 CFR considers Laredo's high proportion of liquids
production in the current strong oil price environment, a large
and geologically diversified drilling inventory in the Permian and
Anadarko basins, the company's strong operational track record,
and the management team's long history in the mid-continent
region. The rating also considers Moody's expectation of continued
rapid growth with a large amount of debt funded negative free cash
flow.

The SGL-3 reflects adequate liquidity. At December 31, 2011, the
company had $28 million of cash and at March 19, 2012 there was
$482 million of availability under the secured credit facility,
which has a borrowing base of $712 million. There are no debt
maturities until 2016 when the credit facility matures. Financial
covenants under the credit facility are EBITDAX / interest of at
least 2.5x and a current ratio of at least 1.0x. The company has
significant headroom under these covenants as of December 31, 2012
with EBITDA / interest of 6.8x and a current ratio of 3.5x.
Substantially all of Laredo's assets are pledged as security under
the credit 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 both the overall
probability of default of Laredo, to which Moody's assigns a PDR
of B1, and a loss given default of LGD5-80%. The size of the $712
million senior secured revolver's potential priority claim
relative to the senior unsecured notes results in the notes being
rated two notches beneath the B3 CFR under Moody's Loss Given
Default Methodology.

Moody's could upgrade the ratings if production grows to 55mboe/d
and RCF/debt appears likely to remain above 20%. Moody's could
downgrade the ratings if RCF/debt appears likely to be sustained
below 20% or LFCR appears likely to be sustained below 1.0x.

The principal methodology used in rating Laredo Petroleum was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LARSON LAND: Onion Producer Denied Use of Lender Cash
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Larson Land Co. LLC may not survive much longer in
bankruptcy reorganization.  Last week, the bankruptcy judge in
Boise, Idaho, denied the use of cash representing collateral for
secured lender Zions First National Bank.  Owed $11.9 million on
secured claims, Zions said that Larson "wrongfully" told customers
to send payments to the company rather than the bank.  Larson
charged that Zions seized bank accounts, prevented payment of
payroll and told customers to send payments to the bank.

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million. Judge Terry L. Myers presides
over the case. Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel. The petition was signed by
Farrell Larson, president.


LENNY DYKSTRA: Criminal Problems Multiply
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lenny Dykstra, a former Major League Baseball player
already serving three years in state prison for grand theft auto,
saw his criminal problems multiply last week.  The former player
for the New York Mets and Philadelphia Phillies was indicted in
May 2011 on federal charges of bankruptcy fraud for selling or
destroying $400,000 in property from his home.  Last week, the
indictment was modified to include new charges that he withheld
baseball memorabilia from his bankruptcy trustee. Last week he was
sentenced to serve nine months for lewd conduct and assault. The
federal bankruptcy fraud case is scheduled for trial in July.

The criminal case is U.S. v. Dykstra, 11-415, U.S. District Court,
Central District of California (Los Angeles).

                        About Lenny Dykstra

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

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

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


LEVI STRAUSS: Three Directors Elected at Annual Meeting
-------------------------------------------------------
The Annual Stockholders Meeting of Levi Strauss & Co. was held on
April 19, 2012.  The Company's stockholders voted to elect Vanessa
J. Castagna, Peter E. Haas, Jr., and Stephen C. Neal as directors
for a term of three years.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LOCATION BASED TECH: Maturity of Silicon Loan Extended to Oct. 5
----------------------------------------------------------------
Location Based Technologies, Inc., has executed a Third Amendment
to its Loan and Security Agreement with Silicon Valley Bank.
Under the original Loan and Security Agreement, executed on
Jan. 5, 2011, the Company received a $1,000,000 loan at an
interest rate of the greater of prime plus two hundred and fifty
basis points (prime + 2.5%) or 6.5%, on an annualized basis.  The
Note was due on Jan. 5, 2012.  On Feb. 3, 2012, the Company
entered into the First Amendment to the Loan and Security
Agreement which extended the maturity date from Jan. 5, 2012, to
April 5, 2012.  This Third Amendment extends the maturity date
from April 5, 2012, to Oct. 5, 2012.

A copy of the amendment is available for free at:

                      http://is.gd/BhzojI

                About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.

The Company's balance sheet at Feb. 29, 2012, showed $7.35 million
in total assets, $4.07 million in total liabilities, $520,432 in
commitments and contingencies, and $2.75 million in total
stockholders' equity.


MARIANA RETIREMENT FUND: Minutes of April 20 Court Hearing
----------------------------------------------------------
The U.S. District Court for the Northern Mariana Islands,
Bankruptcy Division, held a hearing on April 20 in the Chapter 11
case of the Northern Mariana Island Retirement Fund.

U.S. Bankruptcy Judge Robert L. Faris from Honolulu presided at
the hearing.  Ferdie de la Torre, reporter at Saipan Tribune,
relates NMI Chief Judge Ramona V. Manglona had recused herself
from presiding over the Fund's Chapter 11 bankruptcy case citing
"spousal interest" in the Fund.  Judge Manglona's husband, CNMI
associate justice John A. Manglona, is a member of the Fund,
according to the report.

Braddock Huesman, Esq., Steven Pohl, Esq., and Jeremy Coffey,
Esq., appeared with Administrator Richard Villagomez, on behalf of
the Retirement Fund.

Stephen Woodruff, Esq., appeared on behalf of creditors Jane Roe
and John Doe, who filed a motion to dismiss the case.  Margery
Bronster, Esq., and Robert Hatch, Esq., also appeared on behalf of
Jane Roe and John Doe via video teleconference from the U.S.
Bankruptcy Court for the District of Hawaii.

The creditors say the Fund isn't eligible for bankruptcy because
it isn't a "person" as defined in the Bankruptcy Code.  Instead,
it is an agency of the Commonwealth of the Northern Mariana
Islands.  As an arm of the government, it can't be in bankruptcy,
the creditors contend.

The creditors' counsel may be reached at:

          Margery S. Bronster, Esq.
          Robert M. Hatch, Esq.
          BRONSTER HOSHIBATA
          1003 Bishop Street, Suite 2300
          Honolulu, Hawaii 96813
          Telephone: (808) 524-5644
          Facsimile: (808) 599-1881
          E-mail: mbronster@bhawaii.net
                  rhatch@bhhwaii.net

               - and -

         Bruce L. Jorgenson, Esq.
         c/o 405 Silverhill Road
         Walterboro, S.C. 29488
         Telephone: (845) 820-5721
         E-mail: retireeslawyer@yahoo.com

Also appearing via VTC were U.S. Trustee Curtis Ching and Attorney
for Trustee, Terri Didion, Esq.

At the hearing, Mr. Coffey updated the Bankruptcy court on the
background of the case and the financial situation of the
Retirement Fund.  Mr. Coffey argued the Debtor's request to
continue paying benefits to the fund's beneficiaries.  The U.S.
Trustee and the counsel to creditors Roe and Doe addressed the
Court.

After hearing from the parties, the Court deferred consideration
of the motion because other arrangements have been made to
continue payments for 60 days.

Mr. Coffey also argued the Debtor's request to extend the time to
May 16, 2012, the time within which the Fund must file its (i)
schedules of assets and liabilities; (ii) schedule of executory
contracts and unexpired leases; and (iii) statement of financial
affairs.  Fed. R. Bankr. P. 1007 requires a Chapter 11 debtor to
file its Schedules and Statement with its voluntary petition for
relief or within 14 days thereafter.  Bankruptcy Rule 1007(c) also
authorizes the Bankruptcy Court to extend a debtor's time to file
its Schedules and Statement "for cause."

The Debtor believes that good cause exists for granting the short
extension of time requested because of the amount of information
that must be assembled and compiled, and the large amount of
employee and professional hours required to complete the Schedules
and Statement.

The Court granted the requested extension.

Mr. Coffey argued the Debtor's request for an order:

     -- enforcing the automatic stay imposed by section 362 of
        the Bankruptcy Code, including enjoining continuation of
        any derivative actions that belong to the Debtor as
        "property of the estate" under section 362(a)(3) of the
        Bankruptcy Code; and

     -- enjoining all actions against the Debtor's Board of
        Trustees and employees, in their official capacities,
        during this proceeding, absent prior authorization by the
        Court.

The Debtor is concerned about ongoing litigation efforts to force
Debtor into receivership proceedings.  Similarly, the Debtor is
concerned that continuation of derivative actions, commenced by
non-Debtor parties, based on alleged harm to the Debtor, would
disrupt the Debtor's reorganization effort.

The Debtor also said frivolous suits or other actions otherwise
could distract and burden the Board of Directors and employees,
and would be detrimental to the Debtor's reorganization.

The U.S. Trustee opposed the motion.  Mr. Bronster stated
creditors Roe and Doe's position.

The Court, after hearing from the trustee and counsel, denied the
Debtor's motion and stated that it was doing so, without
diminishing the scope and power of the automatic stay.

Mr. Pohl reserved argument on the Debtor's request to employ
professionals used in the ordinary course of business.  Mr. Pohl
also argued the Debtor's request for permission to (A) maintain
existing bank accounts and continue use of cash management system,
(B) continue the use of existing business forms, and (C) open new
debtor-in-possession accounts, and (D) forgo bond requirements for
investments.

Ms. Didion stated the U.S. Trustee's position.

The Court, after hearing from counsel, granted the motion in an
interim basis, subject to the next hearing.

Mr. Pohl argued the Debtor's request to (I) pay pre-petition
employee wages, salaries and other compensation; (II) reimburse
pre-petition employee business expenses; (III) pay pre-petition
tax and other withholdings to third-parties; (IV) pay
contributions to pre-petition employee health and other benefit
programs and continuation of such programs; and (V) pay workers'
compensation obligations and other insurance premiums.

Ms. Didion stated the U.S. Trustee's position.  The Court, after
hearing from counsel, granted the motion in its entirety.

The Court set the matter for another hearing on June 1, 2012, at
9:30 a.m., Saipan Time.  (Thursday, May 31, 2012 at 1:30 p.m.,
Honolulu Time).

                      About Northern Mariana

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


MARIANA RETIREMENT FUND: Files Unsecured Creditors' List
--------------------------------------------------------
The Northern Mariana Islands Retirement Fund has filed with the
Bankruptcy Court a list of 20 creditors holding the largest
unsecured claims.  The Debtor said its primary creditors are
individuals to whom benefits are to be paid, at varying levels,
over varying periods of time.  As such, the Debtor is not
currently able to determine which of its creditors would be
entitled to the largest recovery on account of their claims.

The Debtor said it has attempted to identify a representative
sample of benefit-creditors from the varying classes and groups of
fund beneficiaries as of April 17, 2012.

Moneth Deposa at Saipan Tribune reports that the NMI Retirement
Fund has named members that are holding the largest unsecured
claims in the pension plan who will become part of the committee
of creditors that will work with the Fund in formulating plans and
proposals for the bankruptcy court.

Thirty-one members, for now, have been identified for the purpose
of filing and more members are encouraged to volunteer to join the
beneficiaries' committee at the forum Tuesday night at the
American Memorial Park, the Tribune says.

The report notes, based on court documents, the creditors
committee has an initial 31 members: four from Class 1 retirees;
five from Class II retirees; three from disability beneficiaries;
three from survivors' beneficiaries; four from Class 1 active
members; eight from Class II active members; and five from
inactive members.

According to the report, fund representatives led by board legal
counsel Viola Alepuyo pointed out that those on the list may not
have been contacted yet about their inclusion in the creditors'
committee until they confirmed and approved their participation.
She encouraged more creditors to come forward and volunteer for
the post.

  -- For Class I retirees, the members initially identified as
     part of the committee are Ruth Tighe, Edward E. Manibusan,
     Lucia Norita-Shilling, and Christopher Deleon Guerrero.

  -- For Class II retirees, listed were Donna J. Cruz, Herbert D.
     Soll, Manuel A. Sablan, Santiago F. Tudela, and Susana C.
     Tenorio.

  -- Representing the disability recipients are Edith D. Cruz,
     Richardo K. Omar, and Ricardo Camacho. The survivors have
     Juan A. Camacho, Natalia M. Magofna, and Huixia L. Matagolai.

  -- Class I active members include Oscar C. Camacho, Joseph M.
     Pangelinan, Tyce J. Mister, and Mark Staal. For Class II
     active members, listed are Lourdes C. Atalig, Rosita R.
     Benito, Juan B. Cepeda, Manny N. Fitial, Jose A. Lizama, Juan
     F. Rabauliman, Patrick O. Taitano, and Oscar L. Takai.

  -- For the inactive members, listed are John O. Taitano, William
     F. Camacho, Michael J. Leyden, and Srinivas Doraswamy.

The Fund has about 6,000 active retired members and has an
estimated $253 million in assets as of February 2012.

                      About Northern Mariana

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


MEDICURE INC: Swings to C$353,000 Net Loss in Fiscal Q3
-------------------------------------------------------
Medicure Inc. reported a net loss of C$352,950 on C$659,876 of net
product sales for the three months ended Feb. 29, 2012, compared
with net income of C$1.09 million on C$1.22 million of net product
sales for the three months ended Feb. 28, 2011.

The Company reported net income of $24.24 million on $4.42 million
of net product sales for the nine months ended Feb. 29, 2012,
compared with net income of C$222,771 on C$2.85 million of net
product sales for the nine months ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed C$5.47
million in total assets, C$6.53 million in total liabilities and a
C$1.05 million total shareholders' deficiency.

At Feb. 29, 2012, the Company had cash totalling $1,670,151
compared to $750,184 as of May 31, 2011.  Cash flows from
operating activities for the nine months ended Feb. 29, 2012, were
$983,766, compared to $291,699 for the nine months ended Feb. 28,
2011.

The Company said in the report that its ability to continue in
operation for the foreseeable future remains dependent upon the
effective execution of its business development and strategic
plans.

A copy of the Form 6-K is available for free at:

                        http://is.gd/iyTvKZ

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

For fiscal 2011, KPMG LLP, in Winnipeg, Canada, noted that
Medicure has experienced operating losses since incorporation that
raises significant doubt about its ability to continue as a going
concern.


MERCED FALLS: Plan Outline Adequacy Hearing Scheduled Thursday
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will convene a hearing on April 26, 2012, at 9:00 a.m., to
consider adequacy of a Disclosure Statement explaining the Chapter
11 Plan dated March 30, 2012, that was co-proposed by Merced Falls
Ranch LLC and lender American AgCredit, FLCA ("AAC").

According to the Disclosure Statement, the Debtor and ACC reached
an agreement on a consensual Joint Plan with these terms:

   -- the Debtor stipulates to a valid and fixed amount owed to
AAC as of the Petition Date ($12,509,567), plus certain accrues
expenses and fees;

   -- interest accrues at 9.75% from the Petition Date on the AAC
claim;

   -- non-insider Class 4 unsecured claims are to be paid in full
plus interest at 9.75% by Dec. 31, 2012;

   -- real property taxes owed to the County of Merced will be
paid from sale or refinance proceeds;

   -- the Debtor's professional's fees are to be paid by the
Debtor's member;

   -- the Debtor will pay AAC the rents owed for 2011 by certain
dates and the Debtor is authorized to rent ranches for 2012 at the
same rates for 2011;

   -- State Court lawsuit by the Debtor against AAC are to be
dismissed and claims are waived;

   -- the Debtor will sell sufficient assets or refinance assets
by termination date, and ACC can proceed with pending foreclosure;
and

   -- there will be injunctions against refiling Chapter 11 by the
Debtor or affiliates.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MERCED_FALLS_ds.pdf

                         About Merced Falls

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  Cappello and Noel LLP acts as
special litigation counsel.  Atherton & Associates acts as
accountants.  The petition was signed by Stephen W. Sloan, the
Debtor's member.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Merced Falls Ranch LLC
because an insufficient number of persons holding unsecured claims
against the Debtor have expressed interest in serving on a
committee.


MGM RESORTS: Has Supplemental Indenture with U.S. Bank
------------------------------------------------------
MGM Resorts International entered into a supplemental indenture
to the indenture, dated May 19, 2009, among the Company, the
Subsidiary Guarantors named therein and U.S. Bank National
Association, as trustee, governing the Company's 10.375% Senior
Secured Notes due 2014 and 11.125% Senior Secured Notes due 2017.

The Supplemental Indenture was entered into to amend the
definition of "Change of Control" by removing from the definition
the occurrence of a "Change of Control" event if Tracinda
Corporation and its affiliates cease to collectively own more than
15% of the Company's outstanding common stock.  As a result of the
amendment, if Tracinda Corporation and its affiliates cease to
collectively own more than 15% of the Company's common stock, this
will not constitute a "Change of Control" under the indenture and
the Company will not be required to make an offer to each holder
of the Notes to repurchase that holder's Notes for 101% of the
principal amount thereof plus accrued and unpaid interest.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$27.76 billion in total assets, $17.88 billion in total
liabilities, and $9.88 billion in total stockholders' equity.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MSCI INC: S&P Raises Corp. Credit Rating to 'BB+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based MSCI Inc. to 'BB+' from 'BB'. The
rating outlook is stable.

"We also raised the issue-level rating on the company's senior
secured credit facilities, consisting of a $1.125 billion term
loan B to 'BBB' from 'BB+'. At the same time, we revised the
recovery rating on this debt to '1' from '2'. We assigned a 'BBB'
rating with a '1' recovery rating to the $600 million term loan A
and the $100 million revolver. The '1' recovery rating indicates
our expectation of very high (90%-100%) recovery for lenders in
the event of a payment default," S&P said.

"The ratings reflect MSCI's 'fair' business and 'intermediate'
financial risk profiles. We expect solid revenue growth and good
cash flow generation in fiscal 2012, resulting in an improving
financial profile and leverage (adjusted for operating leases)
near the 2x range," S&P said.

"MSCI is a provider of investment decision support tools,
including indices, portfolio risk and performance analytics, and
corporate governance products and services. Major products include
global equity indices marketed under the MSCI brand and risk and
portfolio management analytics marketed under the RiskMetrics and
Barra brands. The acquisition of RiskMetrics in 2010 added risk
management and governance capabilities and somewhat diversified
the company's product portfolio. MSCI's asset-based fee (ABF)
revenues -- part of the index segment -- are based on the clients'
assets under management (AUM) linked to MSCI indices and are
growing rapidly from a small base," S&P said.

"We consider MSCI's business risk profile fair, reflecting a
narrow product focus, with revenues mostly tied to the health of
the investment management industry, as well as potential
competitive threats from other financial index providers with
greater brand recognition. MSCI's position as one of the market
leaders in its respective product lines, with strong brand
recognition and a global footprint, partially offsets those
factors. In addition, the company's mostly subscription-based
revenues are recurring, with client retention rates near 90%,
helping it temper the effects of the financial industry downturn
in 2008-2009. The revenue base is relatively diverse, with the top
10 customers accounting for about 25% of revenues and about half
of revenues coming from outside the Americas. We believe that
secular investment trends, including globalization of investing,
the popularity of passive investments, and growing demand for risk
measurement position the company for further growth in the
intermediate term," S&P said.

"Standard & Poor's views MSCI as having an intermediate financial
risk profile. Its recurring, subscription-based revenue model and
modest capital requirements generate consistent cash flow. We
anticipate this trend continuing through fiscal 2012, with free
operating cash flow (FOCF) in excess of $200 million. Pro forma
leverage, adjusted for the proposed $200 million debt repayment
and capitalized operating leases, is about 2.3x as of fiscal year-
end 2011 versus a peak of about 4.0x following the RiskMetrics
acquisition in 2010, and reflects MSCI's commitment to a more
conservative financial profile. We further expect leverage to
decline modestly in fiscal 2012, mostly through EBITDA growth,"
S&P said.


NASSAU BROADCASTING: Lenders Set Procedures to Buy Business
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nassau Broadcasting Partners LP, the owner of
45 radio stations in the northeastern U.S., will sell the stations
all together or in groups at an auction on May 3.  Bids are due
initially by April 27.  A hearing for approval of the sale will be
held May 7.

The report relates that secured lenders, including affiliates of
Goldman Sachs Group Inc. and Fortress Investment Group LLC, have
the right to bid for the stations using debt rather than cash. The
lenders are owed $283.7 million.  In addition to swapping secured
debt for ownership, the lenders will pay cash for assets not
subject to their liens and cash to cover the investment banker's
fees.  In addition, the lenders will pay as much as $2 million for
unsecured trade suppliers.  They will also pay trade debt incurred
during the bankruptcy, plus cash to cure defaults on contracts to
go along with the sale.

The lenders contend they have a lien on all assets aside from the
FCC licenses. The lenders claim they have security interest in
proceeds from sale of the licenses.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NATIVE WHOLESALE: Has Until May 25 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
extended Native Wholesale Supply Company's exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until May 25, 2012, and July 24, respectively.

A further hearing on the Debtor's exclusivity extension request is
scheduled for May 24, 2012, at 2:00 p.m.

As reported in the Troubled Company Reporter on Feb. 6, 2012, the
Debtors requested for exclusivity extensions until Aug. 20, and
Oct. 22, respectively.

The Debtor told the Court that the governmental bar date is
May 21, 2012, and that because virtually the entire class of
unsecured creditors in dollar amount are governmental units, it
may not know the size and extent of these creditors until May 21.
In addition, the Debtor anticipated that at least some of these
claims will be subject to objection.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEWLAND INT'L: Fitch Cuts $220MM Sr. Secured Notes Rating to 'Csf'
------------------------------------------------------------
Fitch Ratings has downgraded the rating on the notes issued by
Newland International Properties, Corp. and revised the Recovery
Estimate (RE) as follows:

220 million senior secured notes downgraded to 'Csf' from 'CCsf';
RE to RE70% from RE75%.

Fitch's rating addresses the timely payment of interest on a
semiannual basis and ultimate payment of principal at maturity.

The downgrade of the transaction reflects the following: the
project's continuous liquidity problems; insufficient funds in the
trust accounts, including the non-replenishment of the debt
service reserve account (DSRA); and an extended negotiation
process with noteholders to work on the restructuring of the notes
that has not been concluded.

The RE was revised to RE70% from RE75% reflecting the additional
delays on closing units and as a result of the limited project's
ability to generate cash. Fitch's Recovery Estimate relates to an
estimate of the potential cashflows generated by the underlying
asset. It does not reflect the possible outcome of a restructuring
of the notes; noteholders may have a different recovery rate.

On Nov. 15, 2011, Newland missed the first scheduled principal
payment of $31.4 million. Soon after this, Newland hired Gapstone
Group LLC (Gapstone) as its financial advisor. Gapstone has been
in discussions with the major noteholders to avoid the
acceleration of the notes and to work on a restructuring plan.

On March 20, 2012, Newland obtained consent of the majority
noteholders authorizing the company to amend the original
indenture (the Second Supplemental Indenture). The main change
pertains to the ability of withdrawing funds from the collection
account in order to pay construction costs for the completion of
the project. The first withdrawal took place on March 30.

Newland is the real estate development company established to
develop the Trump Ocean Club International Hotel & Tower (TOC), a
multi-use luxury tower located on the Punta Pacifica Peninsula in
Panama City, Panama. The TOC building was officially opened to the
public on
July 6, 2011.


NEWPAGE CORP: Creditors Want Insider Trading Info From Cerberus
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that in pursuit of
potential insider trading claims, NewPage Corp.'s unsecured
creditors asked a Delaware bankruptcy judge to force majority
owner Cerberus Capital Management LP to turn over data on the
private equity firm's trades in NewPage debt.

Law360, citing a motion to compel lodged by the official committee
of unsecured creditors, says New York-based Cerberus, which holds
an 80 percent stake in the bankrupt paper company, has refused to
volunteer documents on its millions of dollars of trades in
NewPage debt.

                       About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


O&G LEASING: Resolves Matters on Lead/Secondary Bid Designation
---------------------------------------------------------------
O&G Leasing, LLC, et al., notified the U.S. Bankruptcy Court for
the Southern District of Mississippi that it has resolved with
First Security Bank, as Trustee Solsten Drilling XP matters
relating to the amended designation of lead bid and secondary bid.

The Debtor related that FSB agreed to provide to all qualified
bidders and notice parties a copy of the Dutch Auction Procedures
and the Trust Indenture related to the Thornton Asset Purchase
Agreement.

Previously, the Debtors believed that it is incumbent upon FSB to
fully justify and support its decision regarding the designation
and provide the bases for making its determinations in the notice,
particularly where the residual effect will impact the estates as
a whole.

By way of example, FSB has at least conceivably already granted to
the stalking horse the right to receive a $300,000 break-up fee.
How this determination was made must be shown before FSB is
allowed to impose the decision on the estates.  It must also be
disclosed whether and why the lead bid entitles Sterne Agee &
Leach, Inc., to a significant success fee, if Sterne Agee & Leach,
Inc. claims it is entitled to that fee as a result of efforts
generating the lead bid.  FSB has repeatedly stated that it will
seek to have the estates pay that fee, therefore the Debtors and
all interested parties are entitled to make their own analysis and
determination.

The Debtors believes it appropriate that all the issues be
reserved for confirmation litigation or some other time hereafter
and merely request that the Court confirm reservation of the
rights.

                        About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.  The
Debtors' cases have been jointly administered.


OILSANDS QUEST: Founder C. Hopkins Resigns for Personal Reasons
---------------------------------------------------------------
Oilsands Quest Inc. announced that Christopher Hopkins has elected
to resign from the Oilsands Quest Board of Directors for personal
reasons.

"As the founder of Oilsands Quest and our chief executive officer
for several years, Mr. Hopkins had an indelible impact on the
Company," said Ron Blakely, Chairman of the Oilsands Quest Board
of Directors.  "He remains a major shareholder who is keenly
interested in the future of Oilsands Quest.  We thank him for his
years of service and wish him well."

                        About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest obtained a May 18, 2012 extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


OLSEN AGRICULTURAL: Amended Plan Includes Global Settlement
-----------------------------------------------------------
Olsen Agricultural Enterprises LLC, submitted to the U.S.
Bankruptcy Court for the District of Oregon a Disclosure Statement
explaining the First Amended and Restated Plan of Reorganization
dated April 2, 2012.

The Debtor relates that in an effort to address concerns raised by
parties to certain aspects of the Debtor's first plan proposal,
the Debtor, among other things, organized and participated in
settlement conferences supervised by Elizabeth L. Perris, U.S.
Bankruptcy Judge.  The Plan is the result of those efforts.

As reported in the Troubled Company Reporter on Nov. 21, 2011,
Rabo Agrifinance, Inc., objected to the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Sept. 29,
2011.

According to Rabo, the Disclosure Statement must, among other
things:

   1. identify the "original members," how the funds will be paid
   if the fees exceed $100,000, and the legal basis for paying the
   attorney fees of these members;

   2. explain how claims of related party and "stockholders"
   receivables and notes payable, totaling over $2 million, be
   treated; and

   3. explain the increase in value of the Debtor's assets.  The
   book value of the assets on June 1, 2011 was $29.8 million.
   The Debtor now states the value is over $41 million.

The Official Committee of Unsecured Creditors, in a separate
filing, asked the Court to direct the Debtor to amend the
Disclosure Statement to address the issues and concerns of the
Committee prior to the mailing of the Disclosure Statement to
creditors for voting.

The Amended Disclosure Statement, includes, among other things a
Global Settlement with Rabo.  At the Debtor's suggestion, the
Debtor, Rabo and the Committee participated in a settlement
conference on Dec. 15 and 16, 2011. The settlement talks resulted
in a tentative agreement that was subject to a feasibility
analysis by the Debtor.  The negotiations continued until March 8,
2012, when the final terms of a global settlement between the
Debtor and Rabo were reached.

Under the terms of the Term Sheet, among other things,

   i) the allowed amounts of Rabo's prepetition secured claims
were agreed to be the amounts set forth in the order on the
Debtor's objection to Rabo's Claim No. 112 filed on Oct. 17, 2011;

  ii) the maturity date of the DIP Loan facility was extended from
Feb. 15, 2012, until the earlier of the date on which the Court
enters an order approving the Exit Facility to be provided by Rabo
to the Reorganized Debtor or the Effective Date of the Plan;

iii) the treatment under the Plan of Rabo's prepetition secured
real estate term loan was agreed upon;

  iv) the Debtor agreed to sell to Rabo, free and clear of liens
and subject to the right of third parties to submit competing
overbids, the seven properties that are defined in the Plan as
the DIL Properties pursuant to motions under section 363 of the
Bankruptcy Code in transactions under which Rabo will have the
right to pay the purchase prices by a combination of cash and
credit bid; and

  v) the treatment under the Plan of Rabo's prepetition secured
line of credit loans was agreed upon.

A full-text copy of the Amended Disclosure Statement is available
for free at:

   http://bankrupt.com/misc/OLSEN_AGRICULTURAL_ds_1stamended.pdf

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


OSAGE EXPLORATION: Issues $2.5-Mil. Promissory Note to Boothbay
---------------------------------------------------------------
Osage Exploration and Development, Inc., on April 17, 2011, issued
a $2,500,000 secured promissory note to Boothbay Royalty Co., for
gross proceeds of $2,500,000.  The Secured Promissory Note matures
April 17, 2013, and has an 18% interest rate, payable in cash
monthly.  In addition, Boothbay received 400,000 shares of common
stock, $0.0001 par value, a 1.5% overriding royalty on the
Company's leases in section 29, township 17 North, range 3 in
Logan County, Oklahoma and a 1.7143% overriding royalty on the
Company's leases in section 36, township 19 North, range 4 West in
Logan County, Oklahoma.  The Secured Promissory Note is secured by
a First Mortgage, Security Agreement and Financing Statement, and
other collateral documents of even date covering a 5% overriding
royalty interest, proportionately reduced, in all of the Company's
leases in Logan County, Oklahoma.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company's balance sheet at Dec. 31, 2011, showed $5.47 million
in total assets, $1.32 million in total liabilities, and a $4.15
million in total stockholders' equity.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.


OSMOSE HOLDINGS: Moody's Assigns 'B1' CFR, Rates Bank Debt 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Osmose Holdings,
Inc.'s proposed $265 million senior secured credit facilities.
Proceeds from the transaction will help finance the leveraged
buyout of Osmose by investment funds managed by Oaktree Capital
Management, L.P. Moody's also assigned a B1 Corporate Family
Rating ("CFR") and a B2 Probability of Default Rating ("PDR") to
Osmose. The assigned first-time ratings are subject to Moody's
review of final terms and conditions of the transaction expected
to close in the second quarter of 2012. The rating outlook is
stable.

Assignments:

Issuer: Osmose Holdings, Inc.

     Corporate Family Rating, Assigned B1

     Probability of Default Rating, Assigned B2

     $25 million Senior Secured Revolving Credit Facility due
     2017, Assigned B1 LGD3 38%

     $240 million Senior Secured Term Loan due 2018, Assigned B1
     LGD3 38%

     Outlook, Stable

Ratings Rationale

The transaction is expected to be funded with proceeds from a $240
million term loan due 2018 and an equity contribution from the
Oaktree Funds and existing management. A $25 million revolving
credit facility due 2017 is likely to be undrawn at closing.

"The leveraged buyout transaction will add significant debt to
Osmose's balance sheet and result in credit metrics consistent
with the B1 rating level given the company's business profile,"
said Moody's Analyst Ben Nelson.

The B1 CFR is constrained by modest size, challenging trough-cycle
operating conditions in the cyclical wood treatment business, and
expectations that soft macroeconomic conditions will limit near-
term prospects for improved cash flow generation. Moody's
estimates financial leverage in the high 3 times Debt/EBITDA range
pro forma for the proposed credit facilities and incorporating
Moody's standard adjustments. While challenging business
conditions have pressured profitability in the company's wood
preservation business, the utilities and railroad services
businesses have performed well and Moody's expects continued
strength in these areas. The rating favorably incorporates good
market positions, long-term contracts, relative demand stability
within the service businesses, and a good liquidity position.
Moody's also expects that the Oaktree Funds will provide
additional assistance with risk management and improving the
company's financial systems.

The stable rating outlook assumes that Osmose will continue to
benefit from improvement in its services businesses, navigate
successfully challenging conditions in its wood treatment
business, and generate positive free cash flow over the next 12-18
months. Moody's expects the company will reduce leverage towards
the low-to-mid 3 times Debt/EBITDA range by the end of 2013.
Furthermore, Moody's expects that the company will undertake
additional acquisitions to augment its position in key markets.
Funds for any transactions could be provided by a $50 million
accordion facility in the term loan. The outlook also assumes that
the company will maintain an adequate liquidity position and
refrain from raising debt at a holding company above Osmose to
facilitate a dividend to shareholders.

Upward rating momentum is unlikely given the company's size,
financial philosophy, and uncertain prospects for near-term margin
recovery in the wood treatment business. Moody's could consider a
positive action with increased size, improved dynamics for wood
preservation chemicals industry, and expectations that financial
leverage will be sustained below 3.5 times through economic
cycles. Conversely, Moody's could consider a negative action with
expectations for financial leverage above 4 times, free cash flow
below 3% of debt, or deterioration in the company's liquidity
position.

The principal methodology used in rating Osmose was the Business
and Consumer Service Industry 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.

Osmose Holdings, Inc. is a provider of utilities and railroad
infrastructure services, and a manufacturer and marketer of wood
preservation chemicals. Following the completion of the proposed
transaction, Osmose will be owned by investment funds managed by
private equity sponsor Oaktree Capital Management, L.P.


PACIFIC MONARCH: Plan Exclusivity Expires Tomorrow
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Pacific Monarch Resorts, Inc.'s exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
April 25, 2012, and July 25, respectively.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PACIFIC MONARCH: Has Deal Extending Cash Use Until April 30
-----------------------------------------------------------
Pacific Monarch Resorts, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California to approve a Third
Stipulation, dated as of March 28, 2012, extending the use of cash
collateral and to provide adequate protection to Resort Finance
America, LLC.

As reported in the Troubled Company Reporter on Nov. 14, 2011,
prepetition, the Debtors negotiated Asset Purchase Agreements
between the Debtors and DPM Acquisition LLC, and between the
Debtors and RFA PMR LoanCo, LLC, an affiliate of RFA, which
together will effect a sale of substantially all assets of the
Debtors.  The Debtors require the use of cash collateral to
continue operating as going concerns until the sales close.

The Debtors owe RFA $266.9 million under prepetition loans as of
the Petition Date.  RFA acquired rights to the loans from GMAC
Commercial Finance LLC.

The Debtors also has a second credit facility from Branch Banking
& Trust.  PMR's subsidiary, which serves as borrowers under the
BB&T facility, currently owes BB&T $13 million and the debt is
secured by notes in the face amount of $26.7 million.

In its motion, the Debtors relate that they have informed RFA that
the closing of the sale to DPM is not expected to occur by
March 30, but they anticipate the closing to occur on or before
April 20.

RFA has consented to the continued use of cash collateral until
April 20, on substantially the same terms and conditions set forth
in the final cash collateral order, other than as set forth in the
third stipulation, in order to fund the Debtors' operations
through the new anticipated closing date.

Pursuant to the final cash collateral order, the outside date for
the use of cash collateral was originally defined as Jan. 25,
2012.

The third stipulation provides that the outside date, currently
defined as "earlier of the closing or March 30, 2012" will mean
the earlier of the closing or April 20, 2012.

A full-text copy of the stipulation and the budget is available
for free at:

  http://bankrupt.com/misc/PACIFICMONARCH_CC_3rdstipulation.pdf

                   About Pacific Monarch Resorts

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PFF BANCORP: HoldCo Objects to Ch. 11 Liquidation Plan
------------------------------------------------------
BankruptcyData.com reports that HoldCo Advisors filed with the
U.S. Bankruptcy Court an objection to PFF Bancorp Joint Chapter 11
Plan of Liquidation. HoldCo asserts that the Plan is unconfirmable
and needs to be resolicited because the Creditors Trust Agreement
was filed after the Plan voting deadline and the general objection
deadline. "The information contained in the Creditors Trust
Agreement is far too essential to this Plan to leave out at this
late stage. Absent disclosure of the Creditors Trust Agreement,
the opportunity to consider its terms, and the option to vote for
or against the Plan based on such terms, this Plan cannot be
confirmed."

                          About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's  subsidiaries.  PFF Bank & Trust was taken over by
regulators in November 2008, with the deposits transferred by the
Federal Deposit Insurance Corp. to U.S. Bank NA.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 08-13127 to 08-13131) on Dec. 5, 2008.
Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors'  bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtors' claims agent.  Jason
W. Salib, Esq., at Blank Rome LLP, represents the official
committee of unsecured creditors as counsel.


PIAZZA MASONRY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Piazza Masonry, Inc.
        2842 South State Street
        Lockport, IL 60441

Bankruptcy Case No.: 12-16322

Chapter 11 Petition Date: April 21, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Forrest L. Ingram, Esq.
                  FORREST L. INGRAM, P.C.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  E-mail: fingram@fingramlaw.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of America           2842 South State       $1,408,423
135 South LaSalle St.     Street, Lockport,
Chicago, IL 60603         Illinois 60441

The petition was signed by Deborah Piazza, vice president.


PINNACLE AIRLINES: Hearing on DIP Financing Adjourned to May 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District Of New York
has rescheduled to May 16, 2012, at 9:45 a.m. (ET), the hearing to
consider Pinnacle Airlines Corp, et al.'s request for
authorization to (i) obtain postpetition financing; (ii) grant
liens and provide superpriority administrative expense status;
(iii) grant adequate protection to prepetition secured parties;
(iv) assume connection agreements with Delta Air Lines, Inc.

The Court, at the request of the Official Committee of Unsecured
Creditors, the Debtors, and Delta Air Lines Inc., has agreed to a
one-time adjournment of the hearing originally scheduled for April
25, 2012.  The Committee's objection deadline has been extended
until May 9, at 4:00 p.m.

The Debtors entered into a senior secured superpriority debtor-in-
possession credit agreement Delta Air Lines, Inc., as
administrative agent for other lenders.

The Debtors had requested that the lenders provide a term loan
facilities of up to $74.28 million to fund the continued operation
of the credit parties businesses under the Bankruptcy Code and
repay amounts owing under the Promissory Note.

The lenders are willing to make available to the Debtors the
postpetition loans and other extensions of credit upon the terms
and subject to the conditions, among other things:

   1. Upon (a) substantial consummation of the Plan of
Reorganization, (b) the absence of any continuing or unwaived
Default or Event of Default under the Loan Documents, (c) the
absence of any continuing or unwaived Default (as defined in the
Exit Loan Documents) or Event of Default (as defined in the Exit
Loan Documents), (d) satisfaction of all conditions precedent set
forth in the Exit Note and (e) payment of the lenders' costs and
expenses in connection with negotiation and documentation of the
Exit Facility, the Obligations hereunder will convert to
obligations under Exit Loan Documents.

   2. The financing arrangements contemplated will be in effect
until the Maturity Date, and the Term Loans and all other
Obligations will be automatically due and payable in full on such
date.

   3. The Borrower will pay interest to the administrative agent,
for the ratable benefit of lenders in accordance with the term
loans being made by each lender, in arrears on each applicable
interest payment date, at 12.5% per annum.

A full-text copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/PinnacleAirlines_DIPLoan_Motion.pdf

                            Objections

Funds managed by Nantahala Capital Partners, LP, Nantahala Capital
Partners II, LP, Nantahala Capital Partners CL, LP, Silver Creek
CS SAV, L.L.C., and Blackwell Partners LLC and funds managed by
Hudson Bay Capital Management LP, which collectively holds
2,499,232 shares of Pinnacle Airlines, objected, explaining that
the DIP Facility is extraordinary because it would allow Delta,
within the first week of the Chapter 11 cases, at the expense and
to the disadvantage of other creditors and equity holders, to,
among other things:

   -- exercise certain set-off rights or obtain broad releases
with respect to Delta's prepetition conduct;

   -- force the Debtors to restructure, amend and immediately
assume key contracts with Delta;

   -- immediately provide Delta with an allowed general unsecured
claim in connection with a contract which Delta requires the
Debtors to modify;

   -- seize control of the Chapter 11 cases though extensive
conditions and milestones and plan deadlines built into the DIP
Facility, including, among other things, tight deadlines for the
Debtors (a) to deliver a comprehensive business Plan and projected
budget for a six year period over which Delta has approval rights;
(b) to negotiate collective bargaining agreements or reject these
agreement; and (c) to file and obtain confirmation of a Plan of
Reorganization over which Delta has approval rights;

Another party, Ryan J. Morris, in its objection, asked that the
Court to, among other things, deny the portions of the DIP Motion
that preclude parties-in-interest from prosecuting claims against
Delta, on behalf of the Debtors' estates for the prepetition
conduct of Delta.

Additionally, Standard Aero Ltd., owed in excess of $3.7 million
for maintenance services provided to the Debtor, notified the
Court that while it has no objection to Delta providing
postpetition financing to the Debtor or the general relief
requested in the DIP Motion, in an abundance of caution, Standard
Aero filed the statement and reservation of rights to ensure that
none of the rights and
obligations of the parties under the Maintenance Agreement, any
other agreements between Standard Aero, Delta and the Debtors, the
common law, or the rights of Standard Aero in the Arbitration
Proceeding are impacted by the DIP Motion and entry of the DIP
motion order.

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.


PINNACLE AIRLINES: Common Stock Delisted from NASDAQ
----------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal of Pinnacle Airlines
Corp.'s common stock under the NASDAQ Exchange.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.


PJ FINANCE: Plan Confirmation Hearing to Start May 8
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware previously
entered an order extending until April 30, 2012, PJ Finance
Company, LLC, et al.'s exclusive period to solicit votes for the
First Amended Joint Plan of Reorganization dated Jan. 25, 2012.

In this relation, the Court approved a second amended stipulation
providing that the confirmation hearing will commence on May 8, at
1:00 p.m.

The stipulation was entered among the Debtors, the Official
Committee of Unsecured Creditors, Plan Sponsors and Torchlight
Loan Services, LLC.

The Troubled Company Reporter reported on Feb. 6, 2012 that the
Court approved the First Amended Disclosure Statement explaining
the Debtors' First Amended Plan.  The Debtors conducted an
extensive marketing process that led to an auction.  The Debtors
estimate that, when compared to the original Joint Plan of
Reorganization filed in September 2011, the net present value of
recoveries to the senior lender under the First Amended Joint Plan
filed in January 2012 is approximately $120 million higher, and
includes several additional and material enhancements to the
Debtors and their estates and, further, it is anticipated that
confirmation of the First Amended Joint Plan will be fully
consensual amongst all of the Debtors' creditor constituents and
the Debtors' current equity holders.  The Debtors have commenced
solicitation of the First Amended Joint Plan.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.  The hearing to
consider confirmation of the Plan will be held on Feb. 27, 2012,
at 9:00 a.m.


PJ FINANCE: Committee Taps WDC Solutions as Disbursing Agent
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of PJ Finance Company, LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain WDC
Solutions, Ltd., as pre-confirmation disbursing agent.

The Debtors and the Plan sponsor consented to Susan D. Watson of
WDC Solutions to conduct consulting services that may be necessary
and appropriate to the timely conclusion of the case cases and to
provide assistance to the Committee.

The billing rates of WDC Solutions' personnel are:

         Principal            $400
         Associates           $300
         Junior Associates    $250
         Paraprofessionals    $150

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

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.  The hearing to
consider confirmation of the Plan will be held on Feb. 27, 2012,
at 9:00 a.m.


PJ FINANCE: Reaches Stipulation With Lexington Insurance
--------------------------------------------------------
PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a stipulation and settlement
between the Debtors, the Official Committee of Unsecured
Creditors, and Lexington Insurance Company.

Prior to the Petition Date, Lexington issued insurance policies to
a non-debtor, Alliance Residential Management, LLC.  Certain of
the Debtors and their properties were covered under the policies.

The Debtors note that they sought coverage under the policies with
respect to two of the six claims at issue in the Declaratory
Action; as:

   a) Chase Peysen v. Alliance PJRT Limited Partnership formerly
known as Alliance RT Limited Partnership, doing business as Cranes
Landing Apartments, Alliance PJRT GP, Inc. formerly known as
Alliance RT GP, Inc. and Alliance Residential Management, LLC, in
the Circuit Court of the 9th Judicial Circuit in and for Orange
County, Florida; and

   b) Mykisha McLane, as next of friend of Da-veon Guy v. Alliance
Residential Management, in the District Court of the 342nd
Judicial District in and for Tarrant County, Texas. The Debtors
have not sought and are not entitled to coverage with respect to
the remaining claims at issue in the Declaratory Action as those
claims were not filed against the Debtors, and do not implicate
the Debtors' properties.

Chase Peysen filed for relief from the automatic stay on Aug. 15,
2011.  The Peysen Stay Relief Motion was originally scheduled for
Sept. 1, 2011.  On Oct. 26, 2011, the Debtors filed an objection
to the Peysen Stay Relief Motion.  The Committee filed an
objection to the Peysen Stay Relief Motion on Oct. 27, 2011.  The
Debtors, the Committee and Peysen have been working to resolve the
Peysen Stay Relief Motion consensually and have been adjourning
the Peysen Stay Relief Motion while they continue their
discussions.  It is scheduled for hearing at 1:00 p.m. on May 8,
2012.

To ensure that there is coverage for the Peysen Lawsuit and the
McLane Lawsuit, the Debtors sought to reach a settlement with the
Committee and Lexington regarding coverage for these claims.  The
parties agreed that:

   i) the Debtors will pay $300,000 to Lexington in full
satisfaction of the remaining self-insured retention obligations
relating to the Peysen Lawsuit and the McLane Lawsuit;

  ii) Lexington will not seek any relief against the Debtors in
the Declaratory Action, and will be forever barred from asserting
claims against the Debtors that relate to the Peysen Lawsuit, the
McLane Lawsuit, or the subject matter of the Declaratory Action,
generally.  However, the bar of claims against the Debtors will
not prejudice Lexington's coverage position or right to pursue the
Declaratory Action with respect to any defendant or potential
defendant other than the Debtors.

Aside from the satisfaction of the SIR Provisions as they relate
to the Peysen Lawsuit and the McLane Lawsuit, nothing in the
Stipulation and Settlement modifies or amends any of the terms of
the policies, which shall remain in full force and effect.

Lexington will provide coverage to the Debtors under the
applicable Policies with regard to the Peysen Lawsuit and McLane
Lawsuit subject to the applicable terms and conditions of the
policies and the terms of the Stipulation and Settlement.

The Debtors set a May 8, 2012, hearing at 1:00 p.m. (EST) on the
request.  Objections, if any, are due May 1, at 4:00 p.m.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PJCOMN ACQUISITION: Papa John's to Buy CO & MN Outlets for $5.25MM
------------------------------------------------------------------
L. Wayne Hicks, managing editor at Denver Business Journal, citing
court documents, reports that Papa John's International Inc. will
pay a combined $5.25 million for the Colorado and Minnesota
franchises owned by PJCOMN Acquisition Corp.

According to the report, the asset purchase agreement filed with
the bankruptcy court reveals Papa John's has agreed to pay $3.75
million for 27 locations in the Denver area and $1.5 million for
32 restaurants.

                     About PJCOMN Acquisition

Based in Baltimore, Maryland, PJCOMN Acquisition Corporation dba
Papa John's filed for Chapter 11 protection on Sept. 27, 2011
(Bankr. D. Md. Case No. 11-29380).  Judge Robert A. Gordon
presides over the case.  Lawrence Joseph Yumkas, Esq., at Logan,
Yumkas, Vidmar & Sweeney, LLC, represents the Debtor.  The Debtor
estimated assets of less than $50,000, and estimated debts of
between $10 million and $50 million.


PRICHARD, AL: Eligible for Chapter 9 Bankruptcy
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Alabama Supreme Court ruled in a unanimous
decision April 20 that Jefferson County and the city of Prichard,
Alabama, both have the right to be in municipal bankruptcy.

Mr. Rochelle recounts that a bankruptcy judge ruled in August that
the city of Prichard wasn't entitled to be in Chapter 9 bankruptcy
because it didn't have outstanding bonds. The Prichard case was
appealed to the federal district court, where the judge asked the
Alabama Supreme Court to say whether outstanding bonds are
required before filing municipal bankruptcy.  Meanwhile, a
different bankruptcy judge presiding over the municipal bankruptcy
of Jefferson County ruled in March that having outstanding bonds
wasn't required before Alabama law authorizes a municipality to
file bankruptcy.

According to the report, the state Supreme Court ruled that the
state statute is "unambiguous."  The state's highest court said
the "legislature intended to authorize every county, city, town or
municipal authority" to file bankruptcy.

Mr. Rochelle notes that the 13-page ruling by the state court on
April 20 was an abbreviated version of the 28-page, single-spaced
ruling on March 4 by the Jefferson County Bankruptcy Judge Thomas
B. Bennett.  Holders of more than $3 billion in defaulted sewer
debt challenged the county's right to be in Chapter 9,
interpreting Alabama state law as requiring a county to have
outstanding bonds, which Jefferson County doesn't have.  Judge
Bennett looked at state law and concluded that resorting to
bankruptcy court "is not constrained by the types of debts
outstanding on the day a bankruptcy case is initiated."  The
state's Supreme Court reached the same conclusion.

                    About Prichard, Alabama

The city of Prichard, Alabama, a suburb of Mobile, filed for
municipal reorganization on Oct. 27, 2009, its second time in
eight years.  The Chapter 9 petition in Mobile says that assets
and debt both exceed $10 million.

In September 2010, the Bankruptcy Court dismissed Prichard's
petition after finding that the city lacked the capacity, under
Alabama law, to file the petition.

The city filed for bankruptcy after retirees stopped receiving
pension checks.  Prichard said it was having a "substantial under-
funded pension obligation."  Prichard has a population of 25,000.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


PRIME EAST: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Prime East 15th LLC
        5014 16th Avenue
        Suite 178
        Brooklyn, NY 11204

Bankruptcy Case No.: 12-42883

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb12-42883.pdf

The petition was signed by Jacob Frank, managing member.


PRINCETON REVIEW: Common Stock Delisted from NASDAQ
---------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing of
Princeton Review Inc.'s common stock under the Exchange.

Framingham, Massachusetts-based The Princeton Review, Inc.,
entered, on March 26, 2012, into an Asset Purchase Agreement with
an affiliate of Charlesbank Capital Partners pursuant to which,
upon the terms and subject to the conditions set forth in the
Agreement, the Company will sell, and Buyer will buy,
substantially all of the assets of the Company's Higher Education
Readiness ("HER") division, including the name and brand of The
Princeton Review.  The consideration for the sale of the HER
division will be $33.0 million in cash, plus the assumption of
$12.0 million in net working capital liabilities.  The purchase
price will be adjusted to account for any variance from the target
working capital level.  The Company expects to use the net
proceeds from the sale to repay obligations outstanding under its
senior credit facilities with General Electric Capital
Corporation.  Upon consummation of the transaction, the Company
will serve as a holding company for the Penn Foster division, will
cease to be known as The Princeton Review and will formally adopt
a new, to be determined, corporate name.

The Company's business as it existed on and prior to Dec. 31,
2011, was to provide in-person, online and print education
products and services targeting the high school and post-secondary
markets.

For 2011, PricewaterhouseCoopers LLP, in Boston, Massachusetts,
expressed substantial doubt about the Princeton Review's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net capital deficiency.

The Company reported a net loss of $136.07 million on
$188.75 million of revenues for 2011, compared with a net loss of
$51.74 million on $213.83 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$228.35 million in total assets, $213.66 million in total
liabilities, Series D preferred stock of $125.43 million, and a
stockholders' deficit of $110.74 million.

PROSPECT MEDICAL: S&P Rates New $325-Mil. Sr. Secured Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '5' recovery rating to Prospect's proposed $325 million
senior secured facility.

"We also affirmed our ratings on Los Angeles-based Prospect
Medical Holdings Inc., including the 'B' corporate credit rating.
The rating outlook is positive," S&P said.

"The affirmation is based on our updated expectation for 2012
operating results, incorporating the higher debt levels after the
financing and higher EBITDA because of our current understanding
about the level of expected supplemental payments. New debt will
include the elimination of Brotman Medical Center's nonrecourse
debt, debt-financed repayment of preferred stock, and extension of
debt maturities. We now believe Prospect's debt-to-EBITDA ratio
will be about 3.0x by the end of 2012, compared with our prior
expectation of about 2.3x. We still believe Prospect can pay down
more debt," S&P said.

"The ratings on Prospect reflect an 'aggressive' financial risk
profile. While lease-adjusted debt to EBITDA was 3.2x at the
end of 2011 (stronger than ranges normally associated with an
aggressive financial risk profile), we believe the loss or
reduction of any of the various provider tax and disproportionate
share payment programs could have a large impact on Prospect's
financial risk profile. The financial profile could improve this
year to more in line with a significant financial risk assessment,
but sustaining a better financial risk profile could depend on the
future of California and Texas's supplemental payments, states
from which Prospect receives significant subsidy payments. While
we are highly confident in the estimations of payments Prospect
will receive over the next year or so, the long-term future of
these programs is unclear," S&P said.

"In our opinion, Prospect has a 'vulnerable' business risk profile
because of its relatively undiversified business portfolio, its
concentration of risk in a small number of hospitals, and its
exposure to third-party reimbursement risk," S&P said.

"Although the Nix acquisition (closed Feb. 1, 2012) modestly eases
Prospect's concentration in California from 100% of revenues down
to about 85% on a pro forma basis, reimbursement risk from third-
party payors is a very influential factor affecting future
earnings and cash flow. If reimbursement declines or lags expense
increases, Prospect's total profitability could decline if
supplemental payments do not overcome this potential deficit.
Prospect's medical group business also is vulnerable to cuts in
the Medicare Advantage program and subject to capitation risk,
although this risk is reduced by sub-capitation," S&P said.

"We expect Prospect to generate about $10 million to $15 million
free cash flow in 2012 after covering its capital expenditures and
acquisition costs. With the Nix acquisition completed, we do not
expect Prospect to make any additional acquisitions in the next
year, but expect it to focus on integrating Nix and further
improving the financial performance of Brotman Medical Center. We
expect 2012 revenues to increase by about 16% from 2011. This
estimate includes a partial year of the Nix operations, an
adjustment for an accounting change for the provision for bad
debts, our expectation for Medicare and Medicaid disproportionate
share payments, gross receipts from the provider fee program in
California, and receipts from the new program replacing the Upper
Payment Limit Program in Texas. These factors, plus our
expectation for some improvement in Brotman from the opening of a
new sub-acute care unit and improved patient volume result in our
expectation that Prospect's lease-adjusted EBITDA margin can
improve to about 17% in 2012 from about 10% in 2011. The vast
majority of this improvement is from fluctuations in supplemental
payments and, to a small extent, an improvement in operating
performance at the facility level. We expect margins to trend
lower in subsequent years to about 15%, despite unexpected changes
in the supplemental programs or acquisitions," S&P said.


RAYMA FOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rayma Food, LLC
        dba IGA Economizer
        14720 Dr. MLK Jr. Blvd.
        Dover, FL 33527

Bankruptcy Case No.: 12-05921

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Bernard J. Morse, Esq.
                  MORSE & GOMEZ PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  E-mail: chipmorse@morsegomez.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-05921.pdf

The petition was signed by Jose A. Martinez, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Rayma Real Estate, LLC                 12-05920   04/19/12


RAYMA REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Rayma Real Estate, LLC
        14720 Dr. MLK Jr. Blvd.
        Dover, FL 33527

Bankruptcy Case No.: 12-05920

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Bernard J. Morse, Esq.
                  MORSE & GOMEZ PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  E-mail: chipmorse@morsegomez.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Jose A. Martinez, managing member.


REAL ESTATE ASSOCIATES: Divests Investment in Richards Park
-----------------------------------------------------------
Real Estate Associates Limited VII holds a 98.99% limited
partnership interest in Richards Park Apartments Limited
Partnership.  On April 17, 2012, Richards Park sold its investment
property to The Orlean Company in exchange for (i) full
satisfaction of the non-recourse note payable due to an affiliate
of the Purchaser, (ii) the assumption of the outstanding mortgage
loan encumbering the property, and (iii) the sum of one dollar.
Real Estate Associates did not receive any proceeds from the sale.
The partnership had no investment balance remaining in Richards
Park as of Dec. 31, 2011.

                   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.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.23 million
in total assets, $21.37 million in total liabilities and a $20.14
million total partners' deficit.

For 2011, Ernst & Young LLP, in Greenville, South Carolina,
expressed substantial doubt about the Partnership's ability to
continue as a going concern.  The independent auditors noted that
the Partnership continues to generate recurring operating losses.
In addition, notes payable and related accrued interest totaling
approximately $16,164,000 are in default due to non-payment.


REDDY ICE: Has $70MM Revolving Credit Facility with Macquarie
-------------------------------------------------------------
Reddy Ice Corporation entered into a debtor-in-possession
revolving credit facility with Macquarie Bank Limited, as the sole
lender and administrative agent.  The DIP Credit Facility consists
of a revolving credit facility in an amount not to exceed $70
million, a portion of the proceeds of which were used to repay the
Company's amended and restated credit agreement, dated as of
Oct. 22, 2010, by and among the Company and Macquarie Bank
Limited, as the sole lender and administrative agent, upon entry
of the interim order approving the DIP Credit Facility.  The DIP
Credit Facility will provide additional liquidity during the
restructuring process and will, subject to the satisfaction of
certain conditions, some of which are not in the Company's
control, be converted into a senior secured first lien revolving
credit facility on substantially the same terms as the Pre-
Petition Credit Facility upon the Company's emergence from
bankruptcy.

Borrowings under the DIP Credit Facility will bear interest at a
rate equal to LIBOR plus an applicable margin of 7.0% per annum,
or, at the Company's option, the Alternative Base Rate plus an
applicable margin of 6.0% per annum.  LIBOR and the Base Rate are
subject to floors of 1.5% and 2.5%, respectively.  The DIP Credit
Facility will not provide for the issuance of letters of credit.
The DIP Credit Facility will mature on July 16, 2012, with a three
month extension at the Company's option, subject to limited
conditions to extension, including the payment of an extension fee
equal to 1.25% of the full amount of the DIP Credit Facility.

The obligations under the DIP Credit Facility are fully and
unconditionally guaranteed by Reddy Ice Holdings, Inc., and will
also be guaranteed by any future domestic subsidiaries of the
Company.  The DIP Credit Facility is collateralized by first
priority priming liens on substantially all of the Company's
assets and is entitled to superpriority administrative claim
status.

Subject to certain conditions, mandatory prepayments of the DIP
Credit Facility will be required to be made with portions of
proceeds from asset sales, subject to various exceptions.

The DIP Credit Facility contains affirmative and negative
covenants applicable to the Company and its future subsidiaries,
subject to materiality and other qualifications, baskets and
exceptions.  The affirmative and negative covenants are
substantially the same as the Pre-Petition Credit Facility,
modified as necessary to reflect the commencement and continuation
of the voluntary bankruptcy cases under Chapter 11 of the United
States Bankruptcy Code and the effects that customarily result
from reorganization under Chapter 11 of the United States
Bankruptcy Code.  The financial covenants include a maximum
leverage ratio, compliance with cash flow budgets and repayment
limitation.

Obligations under the DIP Credit Facility may be declared
immediately due and payable upon the occurrence of certain events
of default, subject to thresholds and grace periods in some cases.
The events of default are substantially the same as the Pre-
Petition Credit Facility, modified as necessary to reflect the
commencement of the Bankruptcy Cases and such other matters as the
administrative agent shall specify.

A copy of the DIP Credit Facility is available for free at:

                        http://is.gd/STdkis

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Wins Court Nod to Conduct Rights Offering
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Reddy Ice Holdings' motion to conduct a rights offering open to
existing holders of their Second Lien Notes.  The $17.5 million
rights offering is a critical part of the Debtors' restructuring
plan.

As reported in the April 16, 2012 edition of the TCR, in
connection with its proposal to acquire packaged ice distributor
Arctic Glacier Inc., Reddy Ice has entered into an investment
agreement with Centerbridge Capital Partners II, L.P., under which
Centerbridge has committed to (a) backstop a $17.5 million rights
offering for preferred stock of Reddy Holdings, (b) directly
purchase New Preferred Stock in an amount not less than $7.5
million, (c) provide equity capital for the acquisition of Arctic
and (d) in the event of the failure to acquire Arctic, exchange
First Lien Notes for New Preferred Stock of Reddy Holdings, in
each case subject to certain terms and conditions.  The rights
offering will be open to existing holders of Second Lien Notes on
a ratable basis.

The Rights Offering will result in net proceeds of $17.5 million
and that $7.5 million to roughly $10.4 million in proceeds will be
received under the Investment Agreement.  The proceeds will be
used for general corporate purposes, including payment of fees and
expenses incurred in connection with the Debtor's Chapter 11 Plan
and cash distributions called for under the Plan.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Taps FTI, Jefferies Co. as Financial Advisors
--------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings filed with the
U.S. Bankruptcy Court motions to retain:

   -- FTI Consulting (Contact: Albert Conly) as financial
      advisor for these hourly rates: senior managing
      director at $475 to $895, director/managing director
      at $375 to $745, consultant/senior consultant at $125
      to $530, and administrative/paraprofessional at $115
      to $230; and

   -- Jefferies and Company (Contact: Robert White) as
      financial advisor and investment banker for a monthly
      fee of $100,000, a $2.05 million fee payable upon
      consummation of a transaction involving the Second Lien
      Notes, and 0.30% of the principal amount of the Company's
      11.25% Senior Secured Notes due 2015 for any consent,
      waiver or amendment of or to any provision of the
      instruments governing the Senior Secured Notes indenture.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Court Approves KCC as Claims Agent
----------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Reddy Ice Holdings' motion to retain Kurtzman Carson Consultants
as claims agent.

As reported in Troubled Company Reporter on April 18, 2012, the
consulting services & rates of KCC's personnel are:

   Position                       Hourly Rate  25% Discounted Rate
   --------                       -----------  -------------------
Clerical                           $40 -  $60        $30 -  $45
Project Specialist                 $80 - $140        $60 - $105
Technology/Programming
   Consultant                     $100 - $200        $75 - $150
Consultant                        $125 - $200        $93 - $150
Senior Consultant                 $225 - $275       $168 - $206
Senior Managing Consultant            $295              $221
Weekend, holidays and overtime       Waived            Waived
Travel expenses and working meals    Waived            Waived

Albert Kass, vice president of corporate restructuring services of
KCC, assured the Court that KCC is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Committee Unsecured Creditors Appointed
--------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to Reddy
Ice Holdings case appointed an official committee of unsecured
creditors which includes Micah McDowell, Vice President of Sales
and Marketing of Sharp Packaging, James F. Thomas, President
Thomas Beverage Company and Joan Wagstaff, COO, TSI& Inc.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


RMP ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RMP Associates, L.C.
        8087 Athena Street
        Springfield, VA 22153

Bankruptcy Case No.: 12-12586

Chapter 11 Petition Date: April 21, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Thomas J. Stanton, Esq.
                  STANTON & ASSOCIATES, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  Fax: (703) 299-4473
                  E-mail: tstanton@us.net

Scheduled Assets: $3,901,690

Scheduled Liabilities: $3,254,491

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-12586.pdf

The petition was signed by Zorah M. Phares, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Zorah M. Phares                        12-12578   04/20/12


ROBERTS HOTEL: 2 Hotel Portfolios in Chapter 11 Bankruptcy
----------------------------------------------------------
Lisa Brown, writing for The St. Louis Post-Dispatch, reports that
Roberts Hotels Spartanburg LLC became the second hotel owned by
St. Louis, Missouri-based developers Michael and Steven Roberts to
file for Chapter 11 bankruptcy in a week.

The company has a portfolio of 11 hotels.

The Spartanburg hotel was operating as a 200-room Clarion hotel
before closing earlier this year.  The hotel lists between $10
million and $50 million in assets and between $1 million and $10
million in liabilities.

Roberts Hotels Houston LLC also filed for Chapter 11 protection in
federal court in St. Louis.  That business entity owns the 207-
room Holiday Inn in Houston, Texas, which also is closed.

The report, citing an interview with the Post-Dispatch, says the
Roberts brothers said they planned to file bankruptcies on hotels
associated with a lawsuit filed by Bank of America earlier this
month.  In that lawsuit, Bank of America claims the brothers owe
$34.28 million in principal and $376,049 in interest on a loan to
renovate hotels in Atlanta, Dallas, Houston, Shreveport, La.,
Spartanburg, S.C. and Tampa.

The report says the Roberts brothers said they've been working on
a plan to sell a stake in their hotel portfolio to an outside
investor to infuse capital in the hotels.  They said they're
turning to Chapter 11 as a means to stave off foreclosure
proceedings on the hotels.

                       About Roberts Hotels

Roberts Hotels Spartanburg, LLC, filed a bare-bones Chapter 11
petition (Bankr. E.D. Mo. Case No. 12-43756) in its hometown in
St. Louis, Missouri, on April 19, 2012.  The Debtor estimated
assets of up to $50 million and debts of up to $10 million.

Roberts Hotels Spartanburg owns the Clarion Hotel, formerly named
Radisson Hotel & Suites Spartanburg.  The Debtor is represented by
A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, in St. Louis.

Roberts Hotels Houston LLC, dba Holiday Inn Houston and Holiday
Inn Southwest, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo.
Case No. 12-43590) on April 16, 2012.  Judge Charles E. Rendlen
III presides over the case.  The Danna McKitrick firm also serves
as counsel.  Roberts Hotels Houston estimated under $50,000 in
assets and $10 million to $50 million in debts.  The petition was
signed by Michael W. Kirtley, chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between $1
million and $10 million.  John D. Moore, P.A., represents the
Debtor.


ROOMSTORE INC: Closes Grand Prairie Distribution Center
-------------------------------------------------------
Steven R. Thompson, staff writer at Dallas Business Journal,
reports hat RoomStore is closing its Grand Prairie distribution
center and regional office.  RoomStore said it has sent a WARN
letter to the Texas Workforce Commission on April 12.  Closing the
facility at 4003 Gifford St. will affect 60 employees.  Layoffs
are expected to begin April 30.

Earlier this month, the company announced plans to close of all of
its Texas retail locations as part of its Chapter 11 bankruptcy
restructuring case.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSETTA GENOMICS: Gets NonCompliance Notice from NASDAQ
-------------------------------------------------------
Rosetta Genomics Ltd. received a letter from the Listing
Qualifications Staff of The NASDAQ Stock Market notifying the
Company that it no longer satisfies NASDAQ Listing Rule
5550(b)(1), which requires an issuer to maintain a minimum of
$2,500,000 in stockholders' equity for continued listing on The
NASDAQ Capital Market, if the issuer does not otherwise have a
market value of listed securities of at least $35,000,000 or net
income from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently
completed fiscal years.

The Company has been afforded 45 calendar days, or through June 1,
2012, to submit a plan to regain compliance with the Rule.  If the
Staff accepts the Company's plan, the Staff may grant the Company
an extension of up to 180 calendar days from the date of the
determination letter to evidence compliance with the Rule, or
through Oct. 15, 2012.  If the Staff does not accept the Company's
plan, the Company may appeal the Staff's determination to the
NASDAQ Listing Qualifications Panel.  The Staff's April 17, 2012
determination will not impact trading in the Company's securities
at this time and the Company's shares will continue to trade on
The NASDAQ Capital Market under the symbol ROSG pending the
conclusion of the NASDAQ review process.

The Company intends to timely submit its plan to regain compliance
with the Rule to the Staff.  The Company is working to regain
compliance with the Rule; however, there can be no assurance that
the Company will be able to do so.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in
Tel-Aviv, Israel, expressed substantial doubt about Rosetta
Genomics' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring operating
losses and generated negative cash flows from operating activities
in each of the three years in the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

"We have used substantial funds to discover, develop and protect
our microRNA tests and technologies and will require substantial
additional funds to continue our operations.  Based on our current
operations, our existing funds, including the proceeds from the
January 2012 debt financing, will only be sufficient to fund
operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


S C PRESTIGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: S C Prestige Parking Inc.
        fdba Prestige Parking Inc.
        220 W 21st St.
        Los Angeles, CA 90007

Bankruptcy Case No.: 12-23964

Chapter 11 Petition Date: April 20, 2012

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

Judge: Richard M. Neiter

Debtor's Counsel: Philip Deitch, Esq.
                  LAW OFFICES OF PHILIP DEITCH
                  1717 Fourth St 3rd Fl
                  Santa Monica, CA 90401
                  Tel: (310) 899-9600

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

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

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

The petition was signed by Sohrab Sahab, president.


SCANA CORPORATION: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on SCANA
Corporation and includes certain regulatory disclosures regarding
its ratings. The release does not constitute any change in Moody's
ratings, outlook or rating rationale for SCANA Corporation and its
affiliates.

Moody's current ratings on SCANA Corporation and its affiliates
are:

SCANA Corporation

Senior Unsecured domestic currency Baa3

LT Issuer Rating Baa3

Junior Subordinate domestic currency ratings of Ba1

Senior Unsec. Shelf domestic currency ratings of (P)Baa3

Junior Subord. Shelf domestic currency ratings of (P)Ba1

Commercial Paper domestic currency ratings of P-3

Public Service Co. of North Carolina, Inc.

Senior Unsecured domestic currency ratings of A3

Commercial Paper domestic currency ratings of P-2

South Carolina Electric & Gas Company

First Mortgage Bonds domestic currency ratings of A3

LT Issuer Rating ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A3

Commercial Paper domestic currency ratings of P-2

Backed First Mortgage Bonds domestic currency ratings of A3

BACKED Senior Secured domestic currency ratings of A3

BACKED Commercial Paper domestic currency ratings of P-2

Underlying First Mortgage Bonds domestic currency ratings of A3

South Carolina Fuel Company Inc.

BACKED Commercial Paper domestic currency ratings of P-2

RATINGS RATIONALE

SCANA's Baa3 senior unsecured and Issuer ratings considers the
extent to which SCE&G's large nuclear construction program
extending through 2019 will dominate the risk profile of SCANA and
may pressure future consolidated financial metrics. Moody's rating
also takes into account supportive regulatory regimes in all
states of operation, legislation in South Carolina that is highly
supportive of nuclear construction and very manageable
environmental compliance requirements, which is balanced against
the extreme asset concentration that the Summer station will
represent upon completion, the structural subordination of the
creditors to the holding company and a sizeable debt load at the
parent.

Rating Outlook

The stable rating outlook reflects the large percentage of
regulated cash flows of SCANA's subsidiaries, the excellent
regulatory underpinnings to SCE&G's construction program and the
company's constructive relationship with regulators.

What Could Change the Rating - Up

Ratings upgrades appear unlikely over the near term, primarily due
the size and duration of the Summer construction program.
Nevertheless, if SCANA were able to generate a stronger set of key
financial credit metrics, including a ratio of CFO pre-w/c to debt
above 19% on a sustainable basis (excluding bonus depreciation),
ratings could be upgraded. Also, if construction were abandoned
(e.g. if a COL is denied), the resultant decrease in business risk
combined with expected full or near-full recovery on the
abandonment could be the basis for a ratings upgrade at SCE&G and
SCANA.

What Could Change the Rating - Down

SCE&G's ratings could be downgraded if Moody's were to change the
assessment of the regulatory framework or the ability to recover
costs (e.g., if rate-increase fatigue causes the SC PSC to seek a
material reduction in the utility's non-Summer returns), if Summer
incurs material cost overruns that are not included in the
approved budget, or if key metrics show a deterioration (e.g, if 3
year average CFO-W/C/Debt were below 15% with no improvement
clearly visible).

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


SEVEN ARTS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Seven Arts Pictures plc
        c/o Nickolas Rimes
        Bridge House
        Riverside North
        Bewdley DY12 1AB, England

Bankruptcy Case No.: 12-11187

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: William E. Steffes, Esq.
                  STEFFES VINGIELLO & MCKENZIE LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: bsteffes@steffeslaw.com

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

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

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

The petition was signed by Nickolas Rimes, foreign representative.


SHENGDATECH INC: Has Until June 18 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended
ShengdaTech, Inc.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until June 18, 2012,
and Sept. 12, respectively.

As reported in the Troubled Company Reporter on Feb. 28, 2012, the
Debtor explained that though it has made progress, given the
unique complexities of the Chapter 11 case, including issues
related to the recovery of assets in the People's Republic of
China, the Debtor needs additional time to develop and negotiate a
plan of reorganization with its key creditor constituencies,
including the Committee, other key constituencies and the
Securities and Exchange Commission.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and
US$180.9 million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.


SHWINCO OF ALABAMA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Shwinco of Alabama, LLC
        171 Pemco Drive
        Dothan, AL 36303-9617

Bankruptcy Case No.: 12-10628

Chapter 11 Petition Date: April 16, 2012

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb12-10628.pdf

The petition was signed by Craig D. Shipp, Sr., member.


SNP BOAT: Dist. Court Rules in Hotel Le St. James Discovery Rift
----------------------------------------------------------------
District Judge K. Michael Moore affirmed in part, and reversed in
part, a bankruptcy court's Oct. 19, 2011 Final Judgment on Order
Denying with Prejudice Motion for Entry of Order Entrusting M/Y
Sixty Five to Foreign Representative for Administration in French
Bankruptcy (Sauvegarde) Proceeding.

In May 2008, SNP Boat Service S.A., a corporation organized under
the laws of France, executed a contract for the sale of a vessel
to a third party.  The terms of the contract required SNP to
accept the trade-in of the M/Y Saint James -- a separate vessel
owned by Hotel Le St. James -- and credit EUR2,500,000 to St.
James' account upon delivery.

SNP designs luxury boats and provides brokerage, charter, and boat
management services associated with its principal line of
business.  Hotel Le St. James is a corporation organized under the
laws of Canada.

The M/Y Saint James was ultimately delivered to SNP; however, SNP
took issue with the condition of the vessel.  SNP claimed the
vessel "had not been delivered in good maintenance and operating
condition."  SNP also claimed that it had not received proper
documentation upon the delivery of the vessel.  Consequently, on
Oct. 22, 2008, SNP informed St. James that the terms of the
contract had not been fulfilled and SNP would not be crediting St.
James' account pursuant to the terms of the contract.  St. James
disputed SNP's conclusion that St. James had breached the contract
in a letter it sent to SNP roughly two days later.

The emerging contract dispute between SNP and St. James then took
on a decisively international flavor.  On Oct. 27, 2008, SNP
initiated an action against St. James in the Commercial Court of
Cannes, France.  On Nov. 6, 2008, St. James initiated a separate
action against SNP in the Court of Montreal in Canada.  At the
Canadian proceeding, SNP argued that the Court of Montreal lacked
both personal jurisdiction over SNP and subject matter
jurisdiction to consider St. James' breach of contract claim.  The
Canadian courts denied SNP's jurisdictional arguments at both the
trial and appellate level.

On April 7, 2009, the French Commercial Court approved a French
sauvegarde proceeding for SNP.  The goals of a sauvegarde
proceeding are to "facilitate the reorganization of the debtor in
order to pursue its commercial activity, to maintain its
employments and to repay its debts."

Often compared to reorganization under Chapter 11 of the U.S.
Bankruptcy Code, a sauvegarde proceeding imposes an automatic stay
on any legal proceeding initiated by creditors of the debtor.  The
French Supreme Court has held that this automatic stay has an
international effect.  On Aug. 25, 2009, St. James submitted an
unsecured claim in the sauvegarde proceeding for the price of the
M/Y Saint James, plus interest, damages, and other costs.

As the French sauvegarde proceeding was taking place, the Canadian
proceeding was also progressing.  After SNP's jurisdictional
arguments were rejected, SNP's Canadian counsel withdrew.  The
Superior Court of Quebec served notice on SNP and SNP's Foreign
Representative that the Court would enter judgment against SNP
should SNP not obtain replacement counsel and defend itself in the
Canadian litigation.  SNP failed to defend itself, and on Oct. 16,
2009, the Superior Court of Quebec entered a default judgment in
the amount of C$4,047,500 in favor of St. James and against SNP.

At some point after obtaining the Canadian judgment St. James
learned SNP had assets located in Florida, and on Feb. 17, 2010,
St. James domesticated the Canadian Judgment in Broward County,
Florida.  Shortly thereafter, the Broward County Sheriffs office
seized two of SNP's vessels -- the M/Y Sixty Five and the M/Y
Foursome -- pursuant to a writ of execution issued by the state
court.  Before the vessels could be sold to satisfy St. James'
judgment, however, the French Commercial Court designated Pierre-
Louis Ezavin as administrator of SNP, and on April 6, 2010, Ezavin
filed a Chapter 15 Petition in U.S. Bankruptcy Court seeking
recognition of the French sauvegarde proceeding as a "foreign
proceeding" pursuant to 11 U.S.C. Sec. 1515.

On April 28, 2010, the bankruptcy court formally recognized the
French sauvegarde proceeding as a foreign main proceeding and
Ezavin as SNP's foreign representative.  Pursuant to 11 U.S.C.
Sec. 362, the bankruptcy court also ordered a stay with respect to
the sale of any SNP property located within the United States.
Finally, the court released the M/Y Sixty Five to Ezavin's
custody, but prohibited the vessel from leaving the Southern
District of Florida and ordered that any transfer or sale of the
vessel was subject to court approval.

One week later, SNP motioned the bankruptcy court to enter an
order finding the M/Y Sixty Five subject to the jurisdiction of
the French Commercial Court sauvegarde proceeding, and entrusting
the M/Y Sixty Five to Ezavin.  St. James opposed the motion on
several grounds.  A hearing was scheduled for June 8, 2010, but
was ultimately continued to Aug. 9, 2010 due to concerns the
bankruptcy court had regarding international comity.  Complicating
matters, on June 17, 2010, the French Commercial Court entered a
declaratory judgment finding SNP not liable for the EUR2,500,000
price of the M/Y Saint James.

On Aug. 9, 2010, the bankruptcy court granted SNP's Motion to
Continue the Entrustment Motion Hearing.  The court also ordered
the parties to attend a second settlement conference, which was to
take place on Sept. 7, 2010.  The bankruptcy court ordered that
Ezavin and a senior SNP representative with authority to bind SNP
appear in person at the Sept. 7, 2010 settlement conference.  A
status conference was then scheduled for the day after the
settlement conference, at which time matters of discovery and
scheduling were to be discussed.

St. James then served a request for production on SNP, seeking,
inter alia, all documents filed in the sauvegarde proceeding; and
translations of all pleadings in the sauvegarde proceeding.  At
the same time St. James served the request upon SNP, St. James
motioned the bankruptcy court to shorten SNP's deadline to respond
to the production request.  The court granted St. James's Motion,
before granting SNP's motion for reconsideration; limiting the
scope of the production request to a docket sheet of the
sauvegarde proceeding along with select documents from the docket
sheet; and continuing the settlement conference to November 2010.

The November settlement conference resulted in an impasse and on
Nov. 8, 2010, the Parties had a status conference with the
bankruptcy court.  At the status conference, St. James continued
to argue that further discovery was needed, and for the first time
the existence of a French blocking statute was brought to the
attention of the bankruptcy court.  Before the status conference
adjourned, the bankruptcy court rejected SNP's suggestion that
pre-discovery summary judgment could resolve the action, and the
parties agreed to hold another conference with the bankruptcy
court on Dec. 2, 2010 to discuss the scope of discovery, a
timeline for discovery, and to further examine the effect of the
French blocking statute.

Not satisfied with the bankruptcy court's decision to postpone
summary judgment until after discovery, on Nov. 22, 2010, SNP
filed a Motion for Judgment on the Pleadings in Connection with
its Entrustment Motion.

At the Dec. 20, 2010 status conference, the Parties argued SNP's
Motion for Judgment on the Pleadings, and discussed the need for
further discovery.  The effect of the French blocking statute was
also discussed.  Counsel for St. James informed the bankruptcy
court that France has a blocking statute, which, as counsel for
St. James described it, "makes discovery in France not pursuant to
the Hague Convention a criminal act."

The bankruptcy court then denied without prejudice SNP's Motion
for Judgment on the Pleadings, directed the Parties to appear for
a status conference on Dec. 17, 2010 with an agreed upon discovery
plan, and urged the Parties to find a way to conduct discovery in
a manner compliant with the French blocking statute.  At the Dec.
17, 2010 conference before the bankruptcy court, the Parties
agreed that St. James would be able to depose representatives of
SNP in late March 2011.  The depositions would take place outside
of France to avoid violating the French blocking statute.

To prepare for the March 2011 depositions, St. James served
document requests upon Ezavin and SNP in early February 2011.
Before responding to St. James' requests, on March 10, 2011 SNP
filed a Motion for a Protective Order, seeking to preclude the
depositions of several SNP representatives.  SNP, pursuant to the
advice of new counsel, argued that attempting to circumvent the
French blocking statute outside of France would constitute fraud
in France, and doing so could subject the representatives of SNP
to civil or criminal penalties.  SNP proposed that St. James
initiate an action in France and have all discovery supervised by
the French courts in accordance with the Hague Convention.

Approximately three weeks after filing its Motion for a Protective
Order, SNP responded to St. James' document requests.  SNP
informed St. James that no documents would be produced. The scope
of St. James' requests had led SNP to believe St. James was
attempting to re-litigate the original sauvegarde proceeding,5
which, SNP argued, was improper because St. James had filed an
appeal with the French Appellate Courts.  Furthermore, St. James
already had the opportunity to obtain discovery in the sauvegarde
proceeding and was now barred by "res judicata, collateral
estoppel, and principles of comity."

After receiving SNP's response, St. James concluded that SNP was
"intentionally delaying] proceedings, and play[ing] games with the
discovery process."  On April 5, 2011, St. James filed a motion
which argued that the French blocking statute did not bar
discovery in the U.S. bankruptcy court action, and requested that
the bankruptcy court deny with prejudice SNP's Entrustment Motion
and dismiss the proceeding as a sanction for SNP's alleged
misconduct. In the alternative, St. James requested that the
bankruptcy court compel SNP and Ezavin to "properly respond to
discovery."

On April 22, 2011, the bankruptcy court held a hearing on St.
James' Motion for Sanctions and SNP's Motion for a Protective
Order.  At the outset of the hearing, the bankruptcy court warned
SNP that it was "powerfully close" to dismissing the case for
"lack of cooperation on the part of the foreign representative"
and that it was contemplating "other significant rulings,
including denying the motion for an order seeking turnover of the
vessel."  The bankruptcy court noted the "distinct impression" it
had that SNP was neither cooperating nor proceeding in good faith.
The bankruptcy court then entertained counsels' arguments
regarding SNP's alleged misconduct, the applicability of the
French blocking statute, and whether due process had been afforded
to St. James in the French sauvegarde proceeding.

On June 30, 2011, the bankruptcy court issued an Order (1) Denying
SNP's Motion for Protective Order, (2) Denying SNP's Entrustment
Motion, and (3) Granting in-Part & Denying in-Part St. James'
Motion for Sanctions.  The bankruptcy court held that the French
blocking statute did not deprive the bankruptcy court of its power
to order the Parties to engage in discovery.  The bankruptcy court
then cautioned SNP that if discovery was not conducted prior to an
Aug. 19, 2011 status conference "so that [the] court may determine
whether due process was afforded in the French proceedings," the
bankruptcy court would "conclude that the order granting
recognition of the foreign main proceeding was improvidently
entered . . . revoke recognition of the foreign main proceeding,
and . . . abstain from [the] matter under 11 U.S.C. Sec. 305."

Approximately one month later, SNP filed a motion requesting the
bankruptcy court to clarify whether the June 30, 2011 Order
precluded depositions from being held in France or Monaco.  SNP
also requested that the bankruptcy court continue the Aug. 19,
2011 status conference to September due to the month-long August
holiday in France.  On Aug. 4, 2011, the bankruptcy court denied
SNP's motion after having accused SNP of filing the motion as "an
apparent tactical maneuver to present the court with a fait
accompli in late August."

At the Aug. 19, 2011 status conference, SNP once again argued that
the French blocking statute precluded discovery outside the scope
of the Hague Convention, and that the bankruptcy court lacked
authority to inquire whether St. James was afforded due process in
the French sauvegarde proceedings.  The bankruptcy court disagreed
and notified the parties that it intended to deny with prejudice
SNP's Entrustment Motion and abstain from the action.  On Oct. 20,
2011, the bankruptcy court denied with prejudice SNP's Entrustment
Motion, directed the U.S. Marshals Service to take possession of
the M/Y Sixty Five from Ezavin and transfer it to the Broward
County Sheriffs office, and dismissed the case.

SNP took an appeal from the Bankruptcy Court's Order and presented
these issues to the District Court:

     (1) Whether the bankruptcy court, for the purposes of
         ruling on SNP's Entrustment Motion, erred by insisting on
         discovery that would enable it to determine whether St.
         James was afforded due process in the sauvegarde
         proceeding;

     (2) Whether the bankruptcy court erred when it concluded that
         the French blocking statute did not pose an obstacle to
         compelling the depositions of SNP representatives; and

     (3) Whether the bankruptcy court erred by dismissing the
         proceeding as a sanction.

Judge Moore ruled that the bankruptcy court acted within its
discretion when it disregarded the French blocking statute and
ordered that the representatives of SNP be deposed. The bankruptcy
court, however, abused its discretion when it ordered discovery to
determine whether St. James' interests were sufficiently protected
in the specific French sauvegarde proceeding.  Furthermore, the
bankruptcy court abused its discretion when it dismissed SNP's
Entrustment Motion with Prejudice as a sanction.

Judge Moore ruled that the the Bankruptcy Court's Final Judgment
and Order Denying with Prejudice Motion for Entry of Order
Entrusting M/Y Sixty Five to Foreign Representative, both dated
Oct. 20, 2011, are vacated.  The Bankruptcy Court's Discovery
Order dated June 30, 2011 is reversed, and the matter is remanded
for further proceedings not inconsistent with the District Court's
Opinion.

The case before the District Court is, SNP BOAT SERVICE S.A.,
Appellant, v. HOTEL LE ST. JAMES, Appellee, Case No. 11-cv-62671-
KMM (S.D. Fla.).  A copy of the District Court's April 18, 2012
Order is available at http://is.gd/UlFVDifrom Leagle.com.

SNP Boat Services is represented by:

          Charles M. Tatelbaum, Esq.
          James Henry Wyman, Esq.
          Esperanza Segarra, Esq.
          HINSHAW & CULBERTSON LLP
          One East Broward Blvd., Suite 1010
          Ft. Lauderdale, FL 33301
          Tel: 954-375-1133
          Fax: 954-467-1024
          E-mail: ctatelbaum@hinshawlaw.com
                  jwyman@hinshawlaw.com
                  esegarra@hinshawlaw.com

Hotel Le St. James is represented by:

          Ceci Culpepper Berman, Esq.
          Scott A. Underwood, Esq.
          FOWLER WHITE BOGGS P.A.
          501 E. Kennedy Boulevard, Suite 1700
          Tampa, FL 33602
          Tel: (813) 222-2031
          Fax: (813) 229-8313
          E-mail: cberman@fowlerwhite.com
                  Scott.Underwood@fowlerwhite.com

                      About SNP Boat Services

Cannes, France-based SNP Boat Service SA aka Service Navigation De
Plaisance Boat Service SA is a unit of the Rodriguez Group SA
which makes luxury yachts.  The Rodriguez Group owns 99.7% of SNP
Boat.

Adorno & Yoss, LLP, filed a Chapter 15 bankruptcy petition for SNP
Boat (Bankr. S.D. Fla. Case No. 10-18891) on April 6, 2010 to seek
recognition of SNP's restructuring in France and stop lawsuits by
creditors in the U.S.

Mark S. Roher, Esq., serves as counsel to the petitioner.  The
Debtor estimated assets and debts both ranging from $100 million
to $500 million.


SOLAR TRUST: Can't Sell Solar Projects, Chevron Says
----------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that a U.S. division of
Chevron Corp. asked a Delaware bankruptcy court Wednesday to
affirm its land rights in two California solar energy projects,
saying its insolvent co-developer, Solar Trust of America LLC,
cannot sell the projects free and clear of Chevron's interests in
them.

As reported in the April 11, 2012 edition of the TCR, the Debtors
filed proposed auction procedures to sell the assets. Although no
buyer is under contract, the company has said that an affiliate of
NextEra Energy Inc. is a prospective buyer.  Proposed sale
procedures would permit NextEra to pay for the assets in exchange
for debt financing the bankruptcy.  Under the proposal, bids would
be due on April 27, followed by an auction on April 30 and a May 2
hearing for approval of the sale.

NextEra agreed to finance the bankruptcy reorganization with a
$3.9 million term loan and an $18.4 million letter of credit
facility.  The NextEra financing requires approval of the sale by
May 4.  NextEra is parent of Florida Power & Light Co.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


ST. JOSEPH: Fitch Affirms 'CCC' Rating on $18.3MM 1999 Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' rating on the $18.3 million
series 1999 bonds issued by the Rhode Island Health and
Educational Building Corporation, on behalf of St. Joseph Health
Services of Rhode Island (SJHS).

SECURITY

The bonds are secured by a pledge of SJHS gross receipts, real
estate, and debt service reserve fund.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: SJHS' financial profile is characterized
by continued operating losses, extremely low liquidity, and
inadequate debt service coverage.

DECLINING UTILIZATION: Through September 2011 (draft audit) SJHS'
inpatient admissions continued to decline totaling 8,226, down
from 8,541 in fiscal 2010. Further, inpatient surgeries,
outpatient surgeries, and emergency department visits all dropped
from prior year levels.

POOR SERVICE AREA CHARACTERISTICS: Located in Providence, Rhode
Island, SJHS' service area is challenged by high unemployment,
stagnant population growth, and below-average wealth indicators.

LIGHT DEBT BURDEN: SJHS has a relatively light debt burden as
maximum annual debt service (MADS) at $3.1 million represented 2%
of total revenues in fiscal 2011.

STRATEGIC PARTNERSHIP: SJHS, as part of CharterCARE Health
Partners, is in the process of selecting an affiliate to form a
strategic partnership with. Once finalized, Fitch will review the
relationship's credit impact on SJHS.

CREDIT PROFILE

The rating affirmation at 'CCC' reflects SJHS' weak financial
position, declining utilization trends, and unfavorable service
area characteristics. In fiscal 2011, SJHS recorded an $11.7
million loss from operations (negative 7.5% operating margin),
which marks the fourth consecutive year SJHS has had a sizable
operating loss. Additionally, liquidity levels remained very weak
as SJHS had $4.8 million in unrestricted cash and investments,
which translated into 11.5 days cash on hand, 1.8 times (x)
cushion ratio, and 27.3% cash to debt. SJHS' balance sheet metrics
compare unfavorably against Fitch's 'Below Investment Grade'
medians of 97.7 days, 5x, and 80.2%, respectively.

Using a MADS of $3.1 million, SJHS had negative 1.01x coverage in
2011 and again violated its debt service covenant. Management
entered into a forbearance agreement with the bond trustee on
March 23, 2012 for the debt service covenant violation, and the
agreement includes a day's cash on hand covenant to be measured
semi-annually effective Sept. 30, 2012.

Overall, the main driver behind SJHS' continued poor performance
is the weak service area. A softened local service area economy is
a drag on the organization's financial performance and management
expects this trend to continue over the near term.

Since SJHS' affiliation with Roger Williams Medical Center in
2010, various consolidation efforts have taken place, which have
resulted in cost savings to the system. Management expects to see
further consolidation of clinical services, which should yield
more benefits. An independent consultant has been engaged to
assist in identifying other revenue enhancement and cost savings
opportunities.

SJHS has a very conservative debt profile with 100% fixed rate
bonds and no outstanding swaps.

Located in Rhode Island, SJHS consists of 386-bed Our Lady of
Fatima Hospital in North Providence, RI. In fiscal 2011, SJHS had
$157.2 million in total revenue. SJHS covenants only to disclose
annual audited financial information to EMMA.


STEPHEN ALLEN WEST: Seeks to Close Bankruptcy Case
--------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation between
Stephen Allen West, Jr., and the U.S. Trustee for Region 4
extending through April 26, 2012, the time within which the U.S.
Trustee may file any objection or other responsive pleading that
he may have to the Debtor's Motion for an Order Administratively
Closing Case Subject to Reopening for Entry of Discharge.  The
parties have not agreed to extend the time within which any
creditor or any other party in interest may object to the Motion.
A copy of the Stipulation and Consent Order dated April 18, 2012,
is available at http://is.gd/esEwwQfrom Leagle.com.

The Assistant U.S. Trustee may be reached at:

          Gerard R. Vetter
          Assistant U.S. Trustee
          Greenbelt, MD
          Tel: (301) 344-6216
          Fax: (301) 344-8431
          Email: gerard.r.vetter@usdoj.gov

Stephen Allen West, Jr., in King George, Virginia, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 08-19180) on July
15, 2008, estimating $10 million to $50 million in assets and $50
million to $100 million in debts.  Counsel to the Debtor is:

          Mary Joanne Dowd, Esq.
          ARENT FOX LLP
          1050 Connecticut Avenue, N.W.
          Washington, DC
          Tel: (202) 857-6000
          Fax: (202) 857-6395
          E-mail: Dowd.mary@arentfox.com


SUSTAINABLE ENVIRONMENTAL: To Be Acquired by Cancen for US$34.4MM
-----------------------------------------------------------------
Sustainable Environmental Technologies Corporation entered into a
non-binding letter agreement with Cancen Oil Canada Inc.

Pursuant to the LOI, Cancen proposes to acquire all of the
outstanding shares of common stock of the Company for an aggregate
price of US$34.4 million, to be paid by Cancen in cash, or a
mixture of cash and the issuance of common shares of Cancen.  The
legal structure of the Merger, and the assumption by Cancen of
certain existing derivative rights to purchase or to be issued
Company common stock, has yet to be finalized by the parties.

Pursuant to the terms of the LOI, and until the termination of
same, the Company has made certain "standstill" representations,
warranties and covenants to Cancen, including not initiating or
proposing any transaction conflicting with the Merger, and other
customary representations, warranties and covenants in connection
with its business and the Merger as discussed in the LOI.

In the event the Company materially breaches its representations,
warranties or covenants to Cancen in the LOI, and that breach
causes a material adverse effect on the Company or the Merger, the
Company accepts a third party merger proposal, or third party
takeover proposal occurs and the Merger is not consummated, the
Company shall pay Cancen $250,000.  Alternatively, if Cancen
decides to not proceed with the Merger, despite the conditions to
Merger having been satisfied, Cancen will owe the Company the
Breakup Fee.

The proposed Merger is subject to certain conditions, including
(i) satisfactory due diligence of the parties, (ii) a definitive
Merger agreement being entered into by the parties, (iii) TSX
Venture Exchange and other regulatory agency approval, (iv)
approval of the boards of directors and shareholders of the
parties, (v) Cancen entering into employment agreements with
certain Company management, (vi) financing conditions of Cancen,
and (vii) other customary conditions as discussed in the LOI.

Unless extended by mutual written consent of the parties, the LOI
will terminate on Sept. 30, 2012, or earlier, if terminated by the
parties, by either party if not satisfied with due diligence of
the other, or a regulatory authority has disallowed the Merger.

                  About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.

The Company's balance sheet as of Dec. 31, 2011, showed $3.65
million in total assets, $3.09 million in total liabilities and
$568,108 in total stockholders' equity.


T-GREEN CARTING: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: T-Green Carting, LLC
        81 Strickland Road
        Cos Cob, CT 06807

Bankruptcy Case No.: 12-50689

Chapter 11 Petition Date: April 15, 2012

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

Judge: Alan H.W. Shiff

Debtor's Counsel: William E. Carter, Esq.
                  LAW OFFICE OF WILLIAM E. CARTER
                  1224 Mill Street, Building B
                  East Berlin, CT 06023
                  Tel: (203) 630-1070
                  Fax: (203) 889-0242
                  E-mail: bankruptcy@carterlawllc.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-50689.pdf

The petition was signed by Anthony Green, manager.


T. & F. INCORPORATED: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: T. & F. Incorporated
          dba 4 Corners Diner
        P.O. Box 2345
        Atlantic Beach, NC 28512

Bankruptcy Case No.: 12-02908

Chapter 11 Petition Date: April 16, 2012

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

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $733,719

Scheduled Liabilities: $2,991,778

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-02908.pdf

The petition was signed by Antoine Michel Ibrahim, president.


TAHITIAN INN: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Jeff Harrington at Tampa Bay Times reports that Tahitian Inn has
filed for Chapter 11 bankruptcy reorganization.  The hotel owners
vowed to stay open during the reorganization, with their 70-plus
employees keeping their jobs.

According to the report, Scott Underwood, Esq., an attorney with
Fowler White Boggs representing Tahitian, said the mortgage
dispute centered on funding for a six-figure capital improvement
to the hotel's cafe and restaurant.  Compounding the problem, Mr.
Underwood said, was that the loan had been transferred between
different entities and servicers a half-dozen times, a loan
transfer trail covering nearly three pages.

The report relates Mr. Underwood said the lender's servicer, LNR
Partners LLC, was pursuing litigation against the hotel and was
unresponsive to proposed resolutions.  An LNR representative could
not be reached late Wednesday afternoon.

The report notes Tahitian has assets of about $10 million, and its
primary secured debt is its $4.6 million first mortgage.  In its
filing, Tahitian did not list any single unsecured creditor owed
more than $12,000, but Underwood said the largest unsecured
expense will likely be employee wage claims.

Joe Pupello is the owner and president of the inn.  Tahitian Inn
is a landmark South Tampa hotel popular among locals, politicians
and tourists alike.


TRAINOR GLASS: Gets Final Approval to Access FMB's DIP Facility
---------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized, on a final basis,
Trainor Glass Company, dba Trainor Modular Walls, to access
postpetition financing to pay expenses pursuant to a budget, and
to use cash collateral of secured lender First Midwest Bank.

The Troubled Company Reporter on April 2, 2012, reported that FMB
is owed roughly $34 million in prepetition debt.  It has committed
to provide up to $300,000 in additional financing.

According to the Debtor, it needs to use cash collateral and incur
postpetition debt to prevent immediate and irreparable harm to its
estate.  Access to such monies will also enhance the possibility
of maximizing the value of its estate.

Under the DIP agreement, the postpetition debt is priced at 9% per
annum, and will mature and be due payable in full by the Debtor on
the termination date.  The termination date is the earlier to
occur of:

   -- the date on which the lender provides written notice to the
      Debtor's counsel and the Committee's counsel of the
      occurrence and continuation of an event of default; and

   -- April 12, 2012, if the final order is not entered in form
      and substance satisfactory to the lender.

As adequate protection, the lender is granted replacement liens as
security for payment of the prepetition debt.  The replacement
liens are (i) and will be in addition to the prepetition liens;
(ii) will be deemed properly perfected, valid and enforceable
liens without any further action by the Debtor; and (iii) will
remain in full force and effect notwithstanding any subsequent
conversion to Chapter 7 or dismissal of the case.

The DIP financing is subject to carve-out but no portion of the
carve-out may be used to pay any fees or expenses incurred by
the Debtor including the Debtor, any committee of the carve-out
professionals in connection with claims or cause of action adverse
to the lender's interests.

A full-text copy of the final order is available for free at
http://is.gd/v7T9qu

                        About Trainer Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.


TRIDENT MICROSYSTEMS: Gets OK to Expand Scope of FTI Employment
---------------------------------------------------------------
Trident Microsystems, Inc., et al., obtained authorization from
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware to expand the scope of employment of FTI
Consulting, the Debtors' financial advisor.

As reported by the Troubled Company Reporter on April 5, 2012, the
Debtor sought the Court's permission to expand the scope of
employment of FTI Consulting to include Andrew Hinkelman serving
as CEO in the event the Debtors' motion authorizing entry into a
consulting agreement with current CEO, Dr. Bami Bastani, is
denied, or Mr. Bastani no longer serves as CEO.  The Debtors will
pay FTI Consulting hourly rates ranging from $280 to $730.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  Union Square
Advisors LLC serves as the Debtors' investment banker.
PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and
independent auditor.  Kurtzman Carson Consultants is the claims
and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.

The Debtors won approval in March 2012 to sell its set-top box
business to Entropic Communications Inc. for $65 million.


TRIMURTI INVESTMENTS: Sec. 341 Creditors' Meeting on May 14
-----------------------------------------------------------
The U.S. Trustee in Orlando, Florida, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Trimurti Investments Inc. on May 14, 2012, at 10:00 a.m. at
Orlando, FL (6-60) Suite 600, 135 West Central Blvd., 6th Floor.

The last day to oppose discharge or dischargeability is July 13,
2012.  Proofs of claims are due by Aug. 13, 2012.

                    About Trimurti Investments

Orlando, Florida-based Trimurti Investments Inc. acquires,
develops and holds commercial real property located in
Jacksonville, Orlando, and Apopka.  Trimurti leases its properties
out to long-term commercial tenants.  Trimurti has acquired and
currently holds nine commercial properties, five of which are
currently leased to long-term tenants.

Pragatiben Patel, who resides in the United Kingdom, owns 100% of
Trimurti Investments.

Trimurti Investments filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 12-05071) on April 17, 2012.  Justin M.
Luna, Esq., and Christopher R. Thompson, Esq., at Latham, Shuker,
Eden & Beaudine, LLP.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.  The petition was
signed by Suketu Patel, vice president.


UHF DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: UHF Development, LLC
        fdba UHF Development, Inc.
        227 E. Front Street
        New Bern, NC 28560

Bankruptcy Case No.: 12-03009

Chapter 11 Petition Date: April 19, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  E-mail: aspangler@hendrenmalone.com

Scheduled Assets: $2,464,047

Scheduled Liabilities: $6,567,965

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-03009.pdf

The petition was signed by Hubert G. Tolson, III, manager.


UNITED SALVAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: United Salvage & Auto USA, Inc.
        11476 Highway 903
        Halifax, NC 27839

Bankruptcy Case No.: 12-02910

Chapter 11 Petition Date: April 16, 2012

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

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $3,275,950

Scheduled Liabilities: $12,980,747

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-02910.pdf

The petition was signed by James Thomas Tart, Jr., president.


UNITY VILLAGE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Unity Village Shoppes, LP
        Route 30 & Sharky's Drive
        Latrobe, PA 15650

Bankruptcy Case No.: 12-22068

Chapter 11 Petition Date: April 20, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Carlota M. Bohm

Debtor's Counsel: Jason P. Alter, Esq.
                  Mark E. Freedlander, Esq.
                  Scott E. Schuster, Esq.
                  MCGUIRE WOODS LLP
                  Dominion Tower, 23rd Floor
                  625 Liberty Avenue
                  Pittsburgh, PA 15222
                  Tel: (412) 667-7928
                  Fax: (412) 667-6050
                  E-mail: jalter@mcguirewoods.com
                          mfreedlander@mcguirewoods.com
                          sschuster@mcguirewoods.com

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

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

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/pawb12-22068.pdf

The petition was signed by John H. Odell, member of Warner
Sturgis, LLC, sole member of UVS, LLC.


US AIRWAYS: Significant Improvements Cue Fitch to Upgrade Ratings
-----------------------------------------------------------------
Fitch Ratings has upgraded US Airways Group, Inc. (LCC) to 'B-'
from 'CCC', and assigned an Issuer Default Rating (IDR) of 'B-' to
US Airways, Inc.

The Rating Outlook is Stable.  Ratings apply to $1.1 billion of
term loan debt and $179 million of convertible notes outstanding.

The upgrade of LCC's ratings follows a period of significant
improvement in the carrier's business model evidenced in recent
traffic results, operating earnings and cash flow from operations
over the past two years.  While significant risks remain, Fitch
believes LCC is in a better position to withstand a weak operating
environment or higher fuel costs, and the company's credit profile
has improved beyond what was implied in the prior rating.  Other
factors supporting the ratings include structural changes in the
U.S. airline industry and LCC's relative cost position, including
no defined benefit pension plan. Concerns include the company's
unhedged fuel position, high debt levels, debt maturity schedule,
low margins, volatile cash flow, labor uncertainty, and the
cyclicality and event risk inherent in the airline industry.
Current ratings and Outlook reflect the standalone credit quality
of LCC, which has improved over the last two years and does not
incorporate Fitch's assessment of the credit impact of potential
consolidation in the industry including a potential merger with
American Airlines (AMR) or another carrier.

In 2011, LCC generated operating income of $452 million despite a
$1.3 billion increase in fuel costs alone. While these results
were weaker on a year-over-year basis, they are in stark contrast
to 2008 when fuel spiked to similar levels, resulting in an
operating loss of $606 million and LCC found itself in a liquidity
crisis.  While the macro environment has improved since 2008, the
turnaround in profitability reflects a number of initiatives that
LCC and the industry have implemented to transform the business,
notably consolidation and capacity constraints that led to a firm
pricing environment, ex-fuel cost control, ancillary revenue
streams and a focus on profitable routes.

With hubs in smaller cities, and a few international routes, LCC's
network is not as robust as its legacy peers, limiting its ability
to increase share of business travelers over time.  However, LCC
commands top market positions with dominating share in its local
markets which enables the carrier to be the best option for many
corporate accounts.  For perspective, Charlotte (LCC's largest
hub) is a relatively small city but a powerful hub with a lot of
business traffic in a unique catchment area that can aggregate
connecting traffic from several smaller cities in the area.
Charlotte is the fourth most profitable hub in the U.S. and LCC is
the number one carrier with a 56% share of that market.

As part of a network overhaul initiated a couple of years ago, LCC
has retrenched from non-core markets where it did not have a
competitive advantage and redeployed capacity through its hubs. In
December 2011, LCC closed on its asset swap with Delta Air Lines,
Inc. (DAL) (after waiting for two years to get regulatory
approval) whereby it received 42 round-trip slots at its focus
airport Reagan Washington National (DCA), and the right to operate
daily flights to Sao Paulo, Brazil in exchange for 132 round-trip
slots at LaGuardia (LGA) which it divested to DAL.  Once all the
scheduled changes from this transaction take effect this summer,
LCC will have nearly 99% of its capacity fly through its three
hubs, DCA or through the Shuttle service, reflecting the full
implementation of management's strategy.

Notwithstanding its network limitations, LCC's mainline operations
have posted leading traffic performance over the last several
quarters. Specifically, LCC's passenger revenue per available seat
mile (PRASM) has either tracked or outperformed the industry since
the beginning of 2011.  LCC's monthly PRASM gains of 7%-10% during
the first quarter trailed Delta's (which has cut more capacity
than its peers) double-digit increase but was ahead of others.
The current booking environment remains solid, but Fitch expects
monthly PRASM gains to moderate as the year progresses and year-
over-year comparisons become tougher as fare increases this year
have not kept pace with last year.  That said, there have been
fewer fare sales in 2012 and capacity remains constrained, which
supports the yield momentum that LCC and the industry is currently
experiencing.

On the cost side, LCC maintains a non-fuel unit cost per available
seat mile (CASM) advantage relative to its legacy peers, but is
the only U.S. carrier that does not hedge for fuel costs.
Management believes that hedging does not enable an airline to
overcome these costs over the longer term given the persistent
inflation of energy prices, and that the expensive premiums paid
for managing its exposure erodes the cost advantage that the
hedges deliver.  For now, the strategy seems to be working as
evidenced in updated guidance as LCC's average cost for jet fuel
for the first quarter is actually lower than the hedged carriers
and recent PRASM trends have also been favorable.  In 2011, LCC
was able to pass along 85% of higher fuel costs through higher
fares, and an extension of industry capacity discipline should
support continued yield gains.  Nonetheless, Fitch views unhedged
strategy as risky given the lack of downside protection in a
potential fuel spike, especially when combined with a soft economy
which would likely eradicate any pricing power.

LCC's liquidity has also improved with unrestricted cash of $2
billion as of year-end 2011, which represents 15% of revenues.
Fitch views LCC's liquidity to be weaker than its peers but
adequate to withstand a moderate fuel or demand shock.  Fitch
expects LCC to be in compliance with its only financial covenant
under its credit facility that requires the company to maintain a
minimum unrestricted cash balance of $850 million.  Fitch also
expects LCC to be in compliance with the minimum liquidity
requirements (undisclosed) under its unsecured, frequent flier
miles purchase agreement with Barclays.  The company has no
revolving credit facility nor does it have many unencumbered
assets.

The airline's cash flow metrics have also improved in the past two
years. Fitch forecasts (assuming very conservative PRASM and jet
fuel assumption) modestly negative free cash flow (FCF) this year
as a result of higher aircraft capital expenditures, but net of
aircraft related financing FCF should be positive.  LCC's aircraft
capex budget is for necessary fleet renewal as the carrier
replaces older, less fuel efficient aircraft with newer ones,
rather than growth.  LCC's capacity guidance for 1% growth this
year reflects the higher seat count on its A321-200s which are
expected to replace classic 737s in its current narrowbody fleet.
Non-aircraft capex primarily reflects investments in Wi-Fi and
enhancements to its business-class.

Despite improving earnings and cash flow, LCC's debt levels remain
high. LCC is also a heavy user of off-balance-sheet leases but
Fitch expects LCC to own more of its aircraft over time.  Total
debt and capital leases at year-end 2011 stood at $4.6 billion
with 91% of outstanding debt secured. Leverage (gross debt to
EBITDA) in 2011 was 6.4 times (x) compared to 4.2x in 2010 and
9.8x in 2009.  Lease adjusted leverage in 2011 was 7.4x compared
to 6.2x in 2010 and 8.5x in 2009.  Fitch estimates lease-adjusted
leverage will improve with earnings this year, but it is expected
to remain high at above 6x by year-end.

LCC also has looming maturities in 2014 when $1.1 billion of its
term loan matures and $172 million of convertible notes come due
in May 2014.  The notes could likely convert into shares given the
recent gains in LCC's stock price, but the company has enough
liquidity to pay it down.  Fitch expects LCC to refinance the term
loan well in advance of its maturity. Aircraft commitments will
likely be debt-funded.  LCC has backstop financing for all its
single-aisle aircraft through 2015, but Fitch expects the airline
to use the loan and/or capital markets or sale leaseback to
finance its aircraft deliveries.  Fitch notes that LCC is highly
reliant on capital markets and external sources of liquidity.
However, LCC maintains a solid standing in the markets and has had
access to diverse sources of funding over the past several years.
Importantly, management has shown willingness in the past, to pull
different levers including issuing equity even at distressed
levels to preserve the balance sheet.  Access to capital markets
is a very important consideration for LCC's current ratings as the
carrier has very few unencumbered assets.

The rating Outlook is Stable. A downgrade is unlikely absent a
drastic and sustained fuel or demand shock that would become a
liquidity event, with accompanying tightness in credit markets.
Another positive action is also unlikely as LCC's liquidity and
credit metrics are expected to remain stable through the course of
the year.

In Fitch's view, LCC's interest in acquiring AMR out of bankruptcy
has no impact on current ratings or Outlook. No formal merger
announcement has been announced, but LCC filed an 8-K this morning
stating that it had reached an agreement on contract terms with
major unions at AMR.  This is a critical step that will support
LCC's efforts to potentially acquire AMR in bankruptcy.  If there
were a merger announcement, Fitch would review its ratings and
Outlook based on more details on synergies, labor negotiations,
fleet plans and financing that are made public.  Fitch views
consolidation as a positive for the industry and a potential
combination with AMR would likely strengthen LCC's network, and
credit profile longer-term despite near-term challenges with
integration.  Timing is important as the deadline to submit a
merger plan competing with AMR's plan of reorganization in court
is coming up soon.  Although AMR management wants to stay
independent through the bankruptcy process, it cannot steer the
company's ultimate fate, as the bankruptcy judge and the unsecured
creditors committee (which includes representatives from the three
major unions) are now in control.  A potential combination while
AMR is still in bankruptcy would enable LCC management to use the
Chapter 11 process to maximize the potential of the merged entity,
as it did when it acquired legacy US Airways in 2005.

Fitch has taken the following ratings actions:

US Airways Group, Inc

  -- IDR upgraded to 'B-' from 'CCC';
  -- Senior Secured Term Loan due 2014 upgraded to 'BB-/RR1' from
     'B+/RR1';
  -- Senior Unsecured Convertible Notes due 2014 and 2020 upgraded
     to 'CC/RR6' from 'C/RR6'.

US Airways Inc.

  -- Assigned an IDR of 'B-'.


VELO HOLDINGS: Taps Alan M. Jacobs as Chief Restructuring Officer
-----------------------------------------------------------------
Velo Holdings Inc., et al., ask for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
AMJ Advisors LLC's Alan M. Jacobs as chief restructuring officer
for Credit & Identity Theft Protection Business and Lifestyle and
Shopping Business, nunc pro tunc to the Petition Date.

Prior to the Petition Date, the Debtors marketed credit and
identity theft protection programs directly to consumers through a
business segment operated primarily by Debtor FYI Direct, Inc.,
and several of its non-debtor affiliates.  In addition, prior to
the Petition Date, certain of the Debtors and their non-debtor
affiliates marketed lifestyle and shopping related programs that
provide access to various consumer goods and services at discount
rates using online and offline channels.  The Debtors refer to the
business as the "Lifestyle & Shopping Business"; and colloquially
refer to that business together with the Credit & Identity Theft
Protection Business as their "ACU Business".

To maximize the value of the harvest transaction and to secure the
consensual use of cash collateral and obtain postpetition lending,
the Debtors determined to appoint a CRO for the ACU Business to
lead the harvest transaction and the restructuring of the ACU
Business' operations.

The Debtors propose to pay AMJ for the services of the CRO a
monthly fee of $75,000, plus reimbursement for any reasonable out-
of-pocket disbursements, payable on the 10th day of the succeeding
month after which services were performed upon presentment of a
monthly invoice.  Prior to the Petition Date, AMJ received a
retainer in the amount of $150,000.  AMJ and the Debtors are also
in the process of negotiating a fee, which will be determined and
payable in accordance with the Debtors' key employee incentive
program applicable to the ACU Business, which the Debtors are also
in the process of finalizing with the holders of the majority of
the Debtors' first lien debt.

In his role as CRO, Mr. Jacobs' responsibilities will include:

           a. supervising, directing and making final and binding
              decisions with respect to the Debtors' ACU Business
              and all aspects of the implementation and completion
              of the harvest of the ACU Business;

           b. providing final approval for all DIP Budgets and
              forecasts with respect to the ACU Business (other
              than line items for professional fees, which will be
              subject to Court approval and the terms and
              conditions of the Court's orders approving the
              Debtors' debtor-in-possession financing facility and
              use of cash collateral); and

           c. developing and implementing business and litigation
              strategies to maximize the value of the harvest of
              the ACU Business.

Alan M. Jacobs, President of AMJ Advisors LLC, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee
--------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, under 11 U.S.C. Sec.
1102(a) and (b), appointed three unsecured creditors to serve on
the Official Committee of Unsecured Creditors of Velo Holdings
Inc., et al.

The Creditors Committee members are:

      1. TransUnion Interactive, Inc.
         555 West Adams Street
         Chicago, Illionis 60661
         Attention: Richard S. Siegel, General Counsel
         Tel: (312) 985-2373
         Fax: (312) 466-6815

      2. One Technologies, L.P.
         8144 Walnut Hill Lane, Suite 600
         Dallas, Texas 75231
         Attention: Fred Loeber, General Counsel
         Tel: (469) 916-1700
         Fax: (469) 916-1707

      3. Trulia, Inc.
         116 New Montgomery Street, Suite 300
         San Francisco, California 94105
         Attention: Scott Darling, General Counsel
         Tel: (415) 748-3717
         Fax: (866) 658-4763

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: Asks for Court OK to Hire Dchert as Bankr. Counsel
-----------------------------------------------------------------
Velo Holdings Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
and retain Dechert LLP as global bankruptcy and restructuring
counsel nunc pro tunc to the Petition Date.

Dechert will advise on the conduct of the Debtors' Chapter 11
cases, including all of the legal and administrative requirements
of operating in Chapter 11, for these rates:

           Partners and Counsel          $570-$1,060
           Associates                    $395-$685
           Paraprofessionals             $145-$315

During the 12 month period prior to the commencement of these
cases, Dechert received an aggregate of $3,067,643.81 (including
an advance retainer) for professional services performed and
reimbursement of expenses incurred in connection with Dechert's
representation of the Debtors.  Within the 90 days prior to the
Petition Date, Dechert received approximately $2,106,483.13 from
the Debtors.  As of the Petition Date, Dechert holds approximately
$375,000 of an advance retainer, subject to continuing
reconciliation.  This retainer has not been fully exhausted since
the initial deposit was made on Dec. 9, 2011.  Dechert will apply
the Retainer to any outstanding amounts relating to the period
prior to the Petition Date which were not processed through
Dechert's billing system as of the Petition Date, and to retain
the balance on account of services rendered and expenses incurred
subsequent to the Petition Date, for application upon entry of any
final fee application granted in these cases.

Michael J. Sage, Esq., a partner at Dechert, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  The Debtors' financial
advisors are Alvarez & Marsal Securities LLC.  The Debtors'
investment banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: Wants to Hire Epiq Bankr. as Administrative Advisor
------------------------------------------------------------------
Velo Holdings Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions, LLC, as administrative advisor, nunc
pro tunc to the Petition Date.

Epiq will, among other things:

           a. assist with the solicitation, balloting, tabulation
              and calculation of votes, as well as preparing any
              appropriate reports, as required in furtherance of
              confirmation of plan(s) of reorganization;

           b. gather data in conjunction with the preparation, and
              assist with the preparation, of the Debtors'
              schedules of assets and liabilities and statements
              of financial affairs;

           c. generate, provide and assist with claims reports,
              claims objections, exhibits, claims reconciliation,
              and related matters; and

           d. manage any distributions pursuant to a confirmed
              plan of reorganization.

Epiq will, as set forth in its services agreement with the
Debtors, charge these hourly rates for its professional services:

              Clerk                                 $40-$60
              Case Manager                          $95-$145
              IT/Programming                       $140-$190
              Senior Case Manager/Consultant       $165-$220
              Senior Consultant                    $225-$275
              Vice President                          $295

A copy of the Services Agreement is available for free at:

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

Jennifer M. Meyerowitz, Esq., Vice President and Senior Consultant
of Epiq, attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: Taps Quinn Emanuel as Special Counsel
----------------------------------------------------
Velo Holdings Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Quinn Emanuel Urquhart & Sullivan, LLP, as special counsel, nunc
pro tunc to April 2, 2012.

The Debtors retained Quinn Emanuel prior to the Petition Date to
assist them with matters relating to their merchant processor,
Chase Paymentech, LLC, and Visa, Inc.  Quinn Emanuel has continued
to render services postpetition to the Debtors in connection with
issues relating to Paymentech and Visa.  Quinn Emanuel will also
represent the Debtors with respect to other matters where their
primary counsel, Dechert, LLP, has a conflict.  To avoid
duplication of effort, Quinn Emanuel will continue to work with
Dechert to ensure non-duplicative and efficient representation of
the Debtors.

Quinn Emanuel will be paid $810-$1075 per hour for services
provided by its partners, while services provided by its other
attorneys, including counsel positions, will be paid $430-$900 per
hour.  Quinn Emanuel will charge $290-$350 per hour for services
provided by its legal assistants.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VOXELOGIX CORP: Dental Firm Files for Chapter 11 Bankruptcy
-----------------------------------------------------------
William Pack, writing for San Antonio Express-News, reports that
Voxelogix Corp. filed for Chapter 11 bankruptcy protection on
April 17 in San Antonio, Texas.  The company said it had been hurt
by the down economy and lacked the financial resources it needed
to grow.

The report relates Voxelogix claimed no assets and nearly $636,000
in liabilities.

Voxelogix developed a dental procedure called NeXsmile, which
involved taking a 30-second CT scan of a patient's mouth and using
the data to devise a plan to replace missing or failing teeth with
titanium implants.


WESTCLIFF MEDICAL: Deal Resolving Phadia US's Claim Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation resolving creditor Phadia US, Inc.'s
claims; and objection to the confirmation of Westcliff Medical
Laboratories, Inc.'s First Amended Liquidating Plan of
Reorganization.

The stipulation provides that, among other things,:

   -- the Scheduled Claims are deemed to be disallowed;

   -- Claim No. 49 is deemed to be allowed as an administrative
reclamation claim in the amount of $58,011 pursuant to Section
503(b)(9) of the Bankruptcy Code and will be paid in full on
the effective date of the Plan pursuant to the terms of the Plan;

   -- Claim No. 50 is deemed to be allowed as a general unsecured
claim in the amount of $63,965 and will be treated in accordance
with the terms of the Plan;

   -- Claim No. 51 is deemed to be allowed as a general unsecured
claim in the amount of $89,851 and will be treated in accordance
with the terms of the Plan;

   -- all other claims of Phadia against the Debtors and their
bankruptcy estates are deemed to be disallowed in their entirety;
and

   -- Phadia's objection to the Plan is hereby to be withdrawn.

On Jan. 25, 2012, Phadia objected to the Debtor's Plan because,
among other things, the Plan misclassifies and mischaracterizes
Phadia's claims.


WPCS INTERNATIONAL: Multiband Discloses 9.9% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Multiband Corporation disclosed that, as of April 19,
2012, it beneficially owns 694,271 shares of common stock of WPCS
International Incorporated representing 9.98% based upon 6,954,766
shares of the Company's common stock issued and outstanding as of
March 12, 2012, as stated on the Company's Form 10-Q for the
period ended Jan. 31, 2012.  A copy of the filing is available for
free at http://is.gd/hIFj8w

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

The Company reported a net loss attributable to WPCS of $12.02
million for the nine months ended Jan. 31, 2012, compared with a
net loss attributable to WPCS of $9.80 million for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$37.69 million in total assets, $23.21 million in total
liabilities, and $14.48 million in total equity.


YRC WORLDWIDE: Wants to Amend Credit Agreement with JPMorgan
------------------------------------------------------------
YRC Worldwide Inc. is seeking to amend its Amended and Restated
Credit Agreement dated as of July 22, 2011, by and among the
Company, the lenders party thereto and JPMorgan Chase Bank,
National Association as administrative agent.  The Company is
requesting, among other things, to reset the covenants regarding
minimum Consolidated EBITDA, maximum Total Leverage Ratio and
minimum Interest Coverage Ratio for each of the remaining test
periods, including reducing the relevant compliance thresholds for
Consolidated EBITDA and the Interest Coverage Ratio by an average
of approximately 25 - 35% and 30 - 40%, respectively, and
increasing the relevant compliance thresholds for the Total
Leverage Ratio by an average of approximately 35 - 55%.

YRCW Receivables LLC, a wholly-owned subsidiary of the Company is
seeking to amend its Credit Agreement dated as of July 22, 2011,
by and among the ABL Borrower, the Company as servicer, the
lenders a party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.  The ABL Borrower is requesting, among other
things, to reset the Company's minimum Consolidated EBITDA in a
manner identical to the proposed amendment of minimum Consolidated
EBITDA in the Term Credit Agreement.

Since October 2011, when the Company's new management team
approved its first forecast, the Company has exceeded its
forecasted adjusted Consolidated EBITDA in the aggregate.  The
Company is continuing to execute against both qualitative and
quantitative objectives included in its business plan and
forecast.

There are no assurances that the Company and ABL Borrower will be
successful in their negotiations with the Lenders and the ABL
Lenders, respectively.  Each of these amendments requires the
approval of the respective lenders owning a majority of the
outstanding borrowings thereunder.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a
net loss of $327.77 million in 2010, and a net loss of $619.47
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion
in total assets, $2.84 billion in total liabilities and a $358.61
million total shareholders' deficit.

For 2011, the Company's independent auditors expressed substantial
doubt about the Company's ability to continue as a going concern.
KPMG LLP, in Kansas City, Missouri, noted that the Company has
experienced recurring net losses from continuing operations and
operating cash flow deficits and forecasts that it will not be
able to comply with certain debt covenants through 2012.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Bankruptcy Leaders Call for Chapter 11 Overhaul: ABI
------------------------------------------------------
American Bankruptcy Institute reports that the 34-year-old
Bankruptcy Code does not fit the modern and complex business
world, and industry professionals have assembled in the form of
ABI's Bankruptcy Commission to try to rebalance some of the rules
in a way that could make it easier for companies to use the
chapter 11 process to stay alive and save jobs.


* Moody's Says Risks Remain for US Homebuilding Sector in 2012
--------------------------------------------------------------
The outlook for the US Homebuilding sector is stable, with
revenues set to continue to grow on stronger deliveries during the
next 12 to 18 months, but increased foreclosure rates will depress
home prices and restrain homebuilders' margins, says Moody's
Investors Service in its outlook update on the sector.

"Although homebuilder revenues are expected to rise by more than
10% in 2012 on the back of bigger volumes, Moody's still maintains
a stable outlook," said Joseph Snider, a Moody's Vice President --
Senior Credit Officer. "Pressures from a rise in foreclosures and
declining house prices will dampen homebuilder operating profits
even as homebuilders sell more units."

Moody's says good liquidity and resilience will help homebuilders
MDC Holdings (Baa3 stable), Toll Brothers (Ba1 stable), D.R.
Horton (Ba2 stable) and Lennar (B1 positive). But Hovnanian
Enterprises (Caa2 negative), Beazer Homes USA (Caa2 stable) and
Orleans Homebuilders (Caa1 stable) have weaker liquidity and may
struggle to gain traction.

The better-positioned homebuilders are taking market share from
smaller local and regional builders, says Moody's, with a greater-
than-10% growth rate among rated companies that will outperform
Moody's expectation of 7% growth industry-wide. Moody's projects
330,000 new home sales in 2012, compared to 307,000 in 2011.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.


* Reference Withdrawn When Plan Already Confirmed
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in New Jersey ruled in substance
last week.  When a Chapter 11 plan has been confirmed and a
creditors' trust is suing, there is less reason for allowing the
suit to remain in bankruptcy court.

According to the report, the trustee for the creditors' trust
filed a lawsuit containing bankruptcy-related claims such as
preference and fraudulent transfer and state-law based claims like
civil conspiracy, fraud and conversion.

The report relates that U.S. District Judge Dennis M. Cavanaugh in
Newark, New Jersey, said that the suit had both core and noncore
claims.  As grounds for removing the suit from bankruptcy court,
he said that the outcome of the case "will not affect the
administration of the bankruptcy plan" which had already been
implemented.

Judge Cavanaugh, the report adds, said it would also be a more
economical use of judicial resources to avoid having the
bankruptcy judge issue proposed findings for review in district
court.  Similarly, it would be more economical use of resources
for the bankruptcy judge to "administer the estate" while he tries
the lawsuit.

The case is Calascibetta v. Penson Financial Services Inc.,
11-07222, U.S. District Court, District of New Jersey (Newark).


* U.S. Senate Extends 30 Temporary Bankruptcy Judgeships
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Senate passed a bill on April 19 to extend
the tenure of 30 temporary bankruptcy judgeships around the
country.  Democratic Senators Charles Schumer from New York and
Chris Coons from Delaware said in an conference call it wasn't
clear whether the bill will restore one bankruptcy judgeship in
Manhattan that was lost with the retirement of Bankruptcy Judge
Arthur J. Gonzalez on March 1.

The House already passed a similar version of the bill, according
to the report.  Senator Coons said he "hopes" the bill will speed
through the House by unanimous consent, as it did in the Senate
last week.

The report relates that the country's federal bankruptcy courts
are facing crisis because 30 of the 351 judgeships are on
temporary status.  As a result, any judge who retires or dies
can't be replaced unless the extension bill is passed.  A prior
extension of the 30 temporary judgeships expired last year.  In
addition to one slot in New York, a judge in New Hampshire retired
and can't be replaced.

Senator Schumer said that the Administrative Office of the U.S.
Courts will have responsibility for interpreting the bill and
deciding if it permits refilling slots that had been vacated, such
as those in New York and New Hampshire.  Senator Schumer said he
will "weigh in" with the Administrative Office and urge a
favorable interpretation.

Mr. Rochelle recounts that in December, the House passed H.R. 1021
extending the temporary judgeships for five years. Later in
December, the Senate Judiciary Committee reported out an identical
bill to prevent the nation's bankruptcy courts from shrinking.
The Senate was unable to pass the bill because of disagreement
over how to pay for the 30 judgeships.  The logjam in the Senate
was broken by agreement to impose a $167 surcharge on every
Chapter 11 filing to pay the estimated $16 million annual cost of
the temporary slots, Senator Coons said in the call.  Senator
Coons, a Democrat, said the Senate version of the bill was
identical to the House's except for the mechanism to pay for the
slots.  Before the surcharge, the filing fee for a Chapter 11
petition is $1,046.

Senator Coons said the bill passed the Senate with support from
both parties.  The Senate passed a revised version of H.R. 1021.
Unless the judgeships are renewed, Delaware ultimately will be the
hardest hit because five of the six judgeships are on temporary
status.  No judge in Delaware is currently scheduled to leave the
bench.

Absent passage of the bill, 14 states and Puerto Rico will lose
judges with each retirement and resignation.  The Central District
of California, which includes Los Angeles, would lose three, as
would Maryland. Apart from two judges lost in Puerto Rico and the
Southern District of Florida, including Miami and Fort Lauderdale,
all other districts would drop one judge.


* Adam Paul Among Law360's Top Bankruptcy Attorneys Under 40
------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Kirkland & Ellis LLP's
Adam Paul has established a name for himself as a tireless and
skilled bankruptcy practitioner whose work on complex
reorganizations, like representing W.R. Grace & Co. in its
asbestos-related Chapter 11 case, has earned him a spot on
Law360's list of the top five bankruptcy attorneys under 40.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------    -------
ABSOLUTE SOFTWRE  ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP  ABD US      1,116.7      (61.9)     316.8
AMC NETWORKS-A    AMCX US     2,183.9   (1,037.0)     525.8
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,012.0      (90.6)     (33.0)
AMYLIN PHARM INC  AMLN US     1,870.2     (138.7)     125.2
ARRAY BIOPHARMA   ARRY US        82.2     (127.2)     (15.1)
AUTOZONE INC      AZO US      6,056.5   (1,295.5)    (608.2)
BAZAARVOICE INC   BV US          46.8      (15.4)     (18.2)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      7,143.3   (5,560.3)    (240.5)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS   CKEC US       422.9       (5.6)     (33.4)
CC MEDIA-A        CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY   CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY   LNG US      2,915.3     (173.0)       6.5
CHOICE HOTELS     CHH US        447.7      (25.6)      10.2
CIENA CORP        CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL   CBB US      2,714.7     (715.2)     (35.4)
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,754.4      (98.7)     220.8
DELTA AIR LI      DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP      DENN US       350.5       (9.7)     (25.9)
DIRECTV-A         DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A    DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A    EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA    DPZ US        480.5   (1,209.7)     129.7
DUN & BRADSTREET  DNB US      1,977.1     (740.2)    (226.6)
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         931.2     (189.7)     108.9
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
INCYTE CORP       INCY US       329.0     (227.1)     175.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       153.1      (49.1)       2.3
JUST ENERGY GROU  JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU  JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A  TVL US      1,077.7      (80.9)      56.6
LIZ CLAIBORNE     LIZ US        950.0     (109.0)     124.8
LORILLARD INC     LO US       3,008.0   (1,513.0)   1,079.0
MARRIOTT INTL-A   MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MERRIMACK PHARMA  MACK US        85.3      (21.7)      39.4
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,876.1     (158.4)     290.4
NATIONAL CINEMED  NCMI US       820.2     (346.8)      68.4
NAVISTAR INTL     NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A  NXST US       595.0     (183.4)      39.6
NPS PHARM INC     NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT  NYMX US         6.4       (5.2)       2.9
OMEROS CORP       OMER US        27.0       (5.6)       7.0
OTELCO INC-IDS    OTT US        317.7      (12.4)      18.6
OTELCO INC-IDS    OTT-U CN      317.7      (12.4)      18.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       269.5     (204.3)     100.5
PEER REVIEW MEDI  PRVW US         0.0       (2.5)      (2.6)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       302.4     (106.2)      45.8
REGAL ENTERTAI-A  RGC US      2,341.3     (572.5)       2.8
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,571.4     (111.4)      14.1
SUN COMMUNITIES   SUI US      1,368.0     (100.7)       -
TAUBMAN CENTERS   TCO US      3,336.8     (256.2)       -
THERAVANCE        THRX US       258.8      (87.1)     199.3
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        927.8      (89.0)     194.5
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,541.1      (98.5)     104.0
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,121.6     (409.8)    (279.7)



                            *********

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, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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