TCR_Public/120501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 1, 2012, Vol. 16, No. 120

                            Headlines

1701 COMMERCE: Files Schedules of Assets and Liabilities
1701 COMMERCE: May 24 Hearing Set for Hiring of Property Manager
1701 COMMERCE: Protective Order Governing Disclosures Approved
301 CIRCLE: Case Summary & 2 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Judge OKs $10M Sale Of 'Yu-Gi-Oh' Rights

ADAMS PRODUCE: Files for Chapter 11 in Birmingham
AFFINITY GAMING: S&P Raises Corporate Credit Rating to 'B+'
ALLY FINANCIAL: Mulls Filing Bankruptcy for ResCap Unit
ALLY FINANCIAL: Files Form 10-Q, Posts $310MM Net Income in Q1
AMBASSADORS INT'L: Execs Demand Defense Coverage for DOJ Claims

AMERICAN AIRLINES: Has Go-Signal to Hire Deloitte Financial
AMERICAN AIRLINES: Wins OK to Hire Deloitte Consulting
AMERICAN AIRLINES: $3.6-Mil. in Claims Changed Hands in March
ANTS SOFTWARE: Ironridge Global Discloses 4.9% Equity Stake
APEX KATY: Files Schedules of Assets and Liabilities

APEX KATY: Hires Hoover Slovacek as Counsel
ASSOCIATED MATERIALS: S&P Lowers Corporate Credit Rating to 'B-'
ATHILON CAPITAL: S&P Raises Issuer Credit Rating to 'BB+'
AURASOUND INC: W. Kurtz and P. Andreyev Resign from Board
B & T OLSON: Case Summary & 12 Largest Unsecured Creditors

BAKERS FOOTWEAR: Incurs $10.9 Million Net Loss in Fiscal 2012
BANK PROPERTY: Case Summary & 8 Largest Unsecured Creditors
BENEDICT BOMMARITO: Court Wants Plan Outline Amended
BERNARD L. MADOFF: Trustee Files $330M Suit vs. Standard Chartered
BEST INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors

BROADMORE ASSOCIATES: Voluntary Chapter 11 Case Summary
C & M RUSSEL: Plan Filing Exclusivity Ends June 18
C-FSG426, LLC: Voluntary Chapter 11 Case Summary
C-NGA314, LLC: Voluntary Chapter 11 Case Summary
C-NGA315, LLC: Voluntary Chapter 11 Case Summary

CANO PETROLEUM: Taps Kane Russell for Matters on Prepetition Liens
CANO PETROLEUM: General and Governmental Claims Due May 7
CAPITOL INFRASTRUCTURE: Case Summary & Creditors List
CATASYS INC: Issues 10.9 Million Common Shares to Socius
CDC CORP: Equity Committee Says Motion to Dismiss Inadequate

CDC CORP: Taps K2 Advisors to Perform Accounting Services
CHATSWORTH INDUSTRIAL: May 24 Hearing on Full-Payment Plan
CHEF SOLUTIONS: Debtor Wins Confirmation of Liquidating Plan
CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'BB'
CHINA TEL GROUP: Amends Loan Agreement with Isaac

CLARE AT WATER TOWER: Sale-Based Chapter 11 Plan Confirmed
CLINTONDALE COMMUNITY: Moody's Affirms 'Ba3' GOULT Debt Rating
CINEMARK USA: S&P Raises Rating on Senior Secured Debt to 'BB+'
COMMUNICATION INTELLIGENCE: Closes $1 Million Bridge Financing
COMMUNICATIONS CORP: Moody's Assigns 'B3' CFR; Outlook Stable

COMMUNICATIONS CORP: S&P Assigns 'B' Prelim Corp. Credit Rating
COMMUNITY FIRST: Has Written Agreement with FRB Atlanta
CONTRACT RESEARCH: Alston & Bird OK'd to Give Commercial Advice
CONTRACT RESEARCH: Carl Marks Approved as Restructuring Advisors
CONTRACT RESEARCH: Can Hire Stikeman Elliot as Canadian Counsel

CONTRACT RESEARCH: Hearing on Further Cash Access Today
CRYOPORT INC: Amends Form S-1 for 55.7-Mil. Shares Offering
DAVID ANDERSON: Must File Motion to Estimate Claims by May 14
DELPHI CORP: Ex-Employee Seeks Extension of Disability Benefits
DELTA PETROLEUM: Taps Pinckney Harris as Special Conflicts Counsel

DJ CHRISTIE: Court Directs Bond Insurer to Keep Proceeds
DJ CHRISTIE: Bankr. Court Won't Supplant District Court Order
DYNEGY INC: Reaches Deal With Holdings' Creditors
DYNEGY HOLDINGS: Wants Claren Road Subpoenas Quashed
DYNEGY HOLDINGS: Claren Wants Chapter 11 Trustee to Take Over

EASTMAN KODAK: Cancels Deal to Sell Times Square Billboard Lease
EASTMAN KODAK: Lazard Freres Work to Include Gallery Sale
EASTMAN KODAK: Brinks Hofer Okayed for ITC Suit vs. Apple, Samsung
EASTMAN KODAK: K&L Gates Approved as Atty. for ITC Suits
EASTMAN KODAK: Nixon Peabody Okayed for Calif. Anti-Trust Suit

EASTPOINTE MANOR INC: Court Directs Revision to Plan Outline
EASTPOINTE MANOR REALTY: Plan Outline Has Flaws
EL CENTRO MOTORS: Proofs of Claim Due May 15
EL CENTRO MOTORS: Hires Levene Neale as Lead Bankruptcy Counsel
ELECTRICAL COMPONENTS: S&P Affirms 'B' Corporate Credit Rating

EMMIS COMMUNICATIONS: NASDAQ Grants Continued Listing Request
EQT CORPORATION: Moody's Issues Summary Credit Opinion
FILENE'S BASEMENT: Shareholders Object Bid to Probe Executives
FIRST BANKS: Swings to $6.8 Million Net Income in First Quarter
FONAR CORP: Bruderman Brothers' R. Lehman Named Ind. Director

FREMONT HOSPITALITY: Case Summary & Unsecured Creditor
GAC STORAGE: To Fund Plan from Cash and Equity Contributions
GAMETECH INT'L: Four Directors Elected at Annual Meeting
HAYDEL PROPERTIES: Taps Alfonso for Sale of 9424 Three Rivers
HAYDEL PROPERTIES: Taps Mark Cumbest as Real Estate Broker

HAYDEL PROPERTIES: Taps Owen & Co. as Real Estate Broker
HEAVENS BEACH: Case Summary & 4 Largest Unsecured Creditors
HOFFMASTER GROUP: S&P Affirms 'B' Corporate Credit Rating
HUNTSMAN CORP: S&P Raises Corporate Credit Rating to 'BB'
ICOP DIGITAL: Court Confirms Plan of Liquidation

INDEPENDENCE TAX: Continues to Engage Raich Ende as Accountants
INDIANAPOLIS DOWNS: To Sell Horse Racing, Casino Business
INFUSYSTEM HOLDINGS: Kleinheiz Capital Holds 8.7% Equity Stake
INTERFACE INC: Moody's Says Restructuring Credit Positive
INTERNAL FIXATION: Henry Brown Succeeds Laura Cattabriga as CFO

JAMES RIVER: Two Directors Elected at Annual Meeting
JB FLEX: Can Renew Restaurant Lease in Cincinnati
JOSABI NY: Case Summary & 4 Largest Unsecured Creditors
KERZNER INT'L: Completes $2.3-Billion Debt Restructuring
KIEBLER RECREATION: Ch.11 Trustee Seeks Chapter 7 Conversion

KGHM INT'L: Moody's Lowers Corp. Family Rating to 'B3'
KINDER MORGAN: S&P Rates $13.5 Billion Debt Facilities 'BB'
LEXINGTON CONSULTING: Case Summary & 2 Largest Unsecured Creditors
LIGHTSQUARED INC: Creditors Extend Talks for Another Week
LIQUIDMETAL TECHNOLOGIES: Issues $300,000 P-Note to Vesser

LPATH INC: Files Amendments to Class A Common Shares Offerings
LSSR, LLC: Case Summary & 2 Largest Unsecured Creditors
LV BLVD: Case Summary & 20 Largest Unsecured Creditors
MAJESTIC CAPITAL: First Amended Chapter 11 Plan Confirmed
MASTRO RESTAURANTS: S&P Raises Corporate Credit Rating to 'B-'

MOLSON COORS: S&P Gives 'BB+' Debt Securities Subordinated Rating
NORTHERN BERKSHIRE: Court Considers Cash Collateral Access Today
NORTHERN BERKSHIRE: Bulkley Richardson OK'd as Labor Counsel
NORTHERN BERKSHIRE: Court OKs Denterlein Worldwide Employment
OLD CORKSCREW: Has Cash Access Until Plan Becomes Effective

PFF BANCORP: Plan Confirmed Using Cramdown on TruPS
PINE RIDGE: Case Summary & 5 Largest Unsecured Creditors
PINNACLE AIRLINES: OK'd to Continue L/C & Surety Bond Programs
PINNACLE AIRLINES: OK'd to Honor Interline, Code Share Obligations
PINNACLE AIRLINES: Court Approves Sale of Certain Assets

PJ FINANCE: Committee Can Hire WDC Solutions as Disbursing Agent
PPL CORP: Moody's Assigns '(P)Ba2' Rating to Preferred Stock
PROQUEST LLC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
PROTEONOMIX INC: JPDH & Company Succeeds KBL LLP as Accountants
RAVENWOOD HEALTHCARE: Files for Chapter 11 in Baton Rouge

REID PARK: Plan Confirmation Hearing Continued Until May 31
RENAISSANCE FINANCIAL: Moody's Issues Summary Credit Opinion
RS YACHT: Voluntary Chapter 11 Case Summary
SCHOMAC GROUP: BOKF Wants Plan Outline Denied
SEACOR HOLDINGS: Moody's Issues Summary Credit Opinion

SPEEDY CASH: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
ST. JOSEPH HEALTH: S&P Lowers Rating on $18.4-Mil. Bonds to 'CCC'
ST. PAUL BAPTIST: Case Summary & 20 Largest Unsecured Creditors
SUBURBAN PROPANE: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
SUNTRUST BANKS: Moody's Issues Summary Credit Opinion

TENET HEALTHCARE: Fitch Rates $141-Mil. Sr. Secured Notes 'BB-'
TEXTRON FINANCIAL: S&P Raises Issuer Credit Ratings From 'BB+/B'
TITAN ENERGY: Incurs $3.4 Million Net Loss in 2011
TRAINER GLASS: Court OKs Arnstein & Lehr as Bankruptcy Counsel
TRAINER GLASS: Hires High Ridge as Financial Consultants

TRAINER GLASS: Sugar Felsenthal Approved as Committee's Counsel
TRIDENT MICROSYSTEMS: Wants to Expand Scope of Employment of PwC
TRIDENT MICROSYSTEMS: Creditors Panel Can Hire Imperial as Advisor
TRIDENT MICROSYSTEMS: Wants Plan Filing Period Extended to July 2
TTK UNITED: Case Summary & 7 Largest Unsecured Creditors

UNISYS CORP: S&P Affirms 'BB-' Rating on Senior Unsecured Debt
UNITED WESTERN: Taps BuckleySandler as Special Counsel
VAUGHAN CO: Accountant's Claims Against Ch. 11 Trustee Dismissed
W.R. GRACE: Intrawest Has Green Light to Pursue Litigation
W.R. GRACE: Claims Over Big Tex Site Resolved for $2-Mil.

W.R. GRACE: Realigns Business Into Three Operating Segments
WESTLB AG: Prudential's $27M Suit Over Ethanol Plants' Sale Stays

* Tampa, Florida Bankruptcy Judge Paskay Passes Away

* Large Companies With Insolvent Balance Sheets

                            *********

1701 COMMERCE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
1701 Commerce, LLC, formerly known as Presidio Ft. Worth Hotel
LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $65,000,000
  B. Personal Property            $6,842,322
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,402,098
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,215,150
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,319,449
                                 -----------      -----------
        TOTAL                    $71,842,322      $44,936,697

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/1701_COMMERCE_sal.pdf

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case. The Law
Office of John P. Lewis, Jr., represents the Debtor.


1701 COMMERCE: May 24 Hearing Set for Hiring of Property Manager
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on May 24, 2012, at 1:30 p.m., to consider 1701
Commerce, LLC's request to employ Richfield Hospitality, Inc. as
property manager.

The Debtor is asking the Court for permission to employ Richfield
and to enter into operating agreement for management and operation
of Sheraton Fort Worth Hotel and Spa.

Richfield has managed the hotel since August 2011 under an
operating agreement with the former owner, Presidio.  Prior to
Richfield's engagement, the hotel had been managed by an affiliate
of the former owner or its principals.

The Debtor desires to continue the employment of Richfield as its
property manager to supervise and manage the day to day activities
related to the hotel and to assist Debtor in maintaining the
property and complying with its reporting requirements in the
case.

The compensation payable to Richfield for its property management
services provides for a "base management fee" and an "incentive
management fee" in addition to reimbursement of certain direct
operating costs and expenses.

The Base Management Fee is computed based upon the monthly gross
revenues generated by the hotel and is 2.5% of the gross revenues.
The Base Management Fee is payable monthly from the Debtor's
operating account.  The Incentive Management Fee is calculated and
payable after the annual financial statement is prepared and
delivered.  The Incentive Management Fee, if any, is equal to 10%
of the excess, if any, of the Gross Operating Profit (less
reserves and debt service payments on account of any mortgage on
the Hotel) for the immediately preceding 12-month period over the
amount needed to provide the Debtor with a 10% annual return on
its Invested Capital.

In addition, the Management Agreement provides: (a) for an annual
fee of $2,050 for the Debtor's access to the manager's accounting
systems for the hotel and an agreed upon fee for Centralized
Services as agreed to in the property's budget; and
(b) reimbursement of certain direct costs attributable to the
Hotel such as employee wages, employee benefits, payroll taxes,
employee expenses, cost of goods and services to the hotel
provided or paid by Richfield, sales, use, hotel, and other taxes,
and similar operational costs paid by manager.

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


1701 COMMERCE: Protective Order Governing Disclosures Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
signed a stipulated and agreed protective order resolving the
dispute between 1701 Commerce, LLC and Dougherty Funding, LLC.

Dougherty has requested for dismissal and for relief from the
automatic stay.

The Debtor, in response to Dougherty's motion, requested that the
Court deny Dougherty's motion stating that, among other things:

   1. the Debtor takes possession of and title to the property and
      Dougherty violates the intercreditor agreement; and

   2. the Debtor has been working to satisfy all conditions in
      Section 13(b) of the Intercreditor Agreement to the extent
      that the Debtor continues to have any obligation to comply
      with those conditions and has not been excused from the
      compliance by Dougherty's own material prior breaches of the
      agreement.

In this relation, Dougherty and the Debtors have sought discovery
from each other and from third parties and may seek additional
discovery in the Bankruptcy Case, which discovery may contain
sensitive, confidential or commercial and trade secret
information, or personal information.

The Protective Order governs the disclosure, use, handling,
and disposition of Confidential Information produced by parties
and nonparties in the Bankruptcy Case.

A full-text copy of the stipulated order is available for free at

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case. The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


301 CIRCLE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 301 Circle of Progress, LLC
        301 Circle of Progress
        Pottstown, PA 19464

Bankruptcy Case No.: 12-14023

Chapter 11 Petition Date: April 25, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: John Albert Wetzel, Esq.
                  WETZEL GAGLIARDI & FETTER LLC
                  101 E. Evans Street
                  Walnut Building - Suite A
                  West Chester, PA 19380
                  Tel: (484) 887-0779
                  Fax: (484) 887-8763
                  E-mail: jwetzel@wgflaw.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 two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb12-14023.pdf

The petition was signed by Brian Rekos, managing member.


4KIDS ENTERTAINMENT: Judge OKs $10M Sale Of 'Yu-Gi-Oh' Rights
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman granted approval Friday to bidding
procedures and a $10 million stalking horse agreement for 4Kids
Entertainment Inc.'s assets related to the popular Japanese
animated show "Yu-Gi-Oh," which it's seeking to sell to Kidsco
Media Ventures LLC.

Law360 relates that Judge Chapman also granted the debtor a 60-day
extension of the period during which it alone can file a Chapter
11 plan of reorganization in its case.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ADAMS PRODUCE: Files for Chapter 11 in Birmingham
-------------------------------------------------
Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

"For the last several years, Adams Produce has suffered market
pressures that have affected all of their products.  The already
thin margins on which Adams Produce operated in 2010 have
continued to decline, resulting in lowered EBITDA and operating
income.  As income has decreased, Adams Produce has fallen behind
on payments to its vendors," Thomas S. O'Donoghue, Jr., the chief
financial officer, explains in a court filing,

"Adams Produce has worked to restructure its obligations, but the
timeframe for Adams Produce's restructuring options has proven
unworkable because Adams Produce hoes not have enough cash to
implement any viable restructuring options. The timeframe has
proven unworkable because many seasonal competitors, like farmer's
markets, operate during the summer, and many of the debtors'
customers, such as schools, purchase produce from Adams Produce
only during, the non-summer months.  For these reasons, the summer
is the slowest season for Adams Produce's business, and Adams
Produce's situation has become particularly distressed as the
summer approaches.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

                         First Day Motions

The Debtors have filed first day applications and motions that,
they say, are critical in achieving a successful rehabilitation
and reorganization.  The Debtors have filed motions to, among
other things, pay prepetition employee wages and benefits, grant
adequate assurance to utilities, enter into a debtor-in-possession
facility.

PNC Bank has access to provide DIP financing in the aggregate
amount not to exceed $500,000.

To ensure that the supply of fresh produce continues unimpeded,
the Debtors have also filed proposed procedures for the orderly
reconciliation of claims under the Perishable Agricultural
Commodities Act of $1903, as amended ("PACA").

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor and CRG's Thomas S. O'Donoghue, Jr.
as chief restructuring officer; and Donlin Recano & Company as the
claims and notice agent.


AFFINITY GAMING: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based Affinity Gaming LLC to 'B+' from 'B'.
"At the same time, we assigned our preliminary 'BB' issue-level
and preliminary '1' recovery ratings to Affinity's proposed $35
million super priority revolver due 2017. We assigned our
preliminary 'BB' issue-level and preliminary '1' recovery ratings
to Affinity's proposed $200 million senior secured term loan due
2019. The '1' recovery rating on the revolver and term loan
reflects our expectation for very high (90% to 100%) recovery for
lenders in the event of a payment default," S&P said.

"We assigned our preliminary 'B' issue-level and '5' recovery
ratings to Affinity's proposed $200 million senior notes due 2020.
The '5' recovery rating reflects our expectation of modest (10% to
30%) recovery for lenders in the event of a payment default," S&P
said.

"We also raised our issue-level rating on the existing senior
secured term loan to 'BB-'from 'B+'; however, we expect to
withdraw this rating after the close of the proposed transaction.
The recovery rating remains a '2' reflecting our expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default," S&P said.

"The company plans to use proceeds from the proposed issuance to
repay its existing $350 million first lien senior secured term
loan and to add cash to the balance sheet for potential expansion
or acquisition opportunities. Our preliminary ratings are subject
to our review of final documentation," S&P said.

"The upgrade reflects our improved assessment of Affinity's
business profile following the recent asset sale and asset
purchase transactions," said Standard & Poor's credit analyst
Michael Halchak. "Affinity completed the sale of its Terrible's
Town Casino and Lakeside Casino & RV Park, both located in
Pahrump, Nev., and sold a portion of its route operations to
Golden Gaming Inc. Affinity will purchase three of Golden Gaming's
casinos: Golden Mardi Gras Casino, Golden Gates Casino, and Golden
Gulch Casino, all in Black Hawk, Colo., and is currently awaiting
licensing in Colorado. Affinity sold Terrible's Searchlight Casino
and the remainder of its route business to JETT Gaming LLC. We
believe these transactions improve Affinity's business risk
profile by reducing its reliance on Nevada and providing
diversification through exposure to a new market. Additionally,
the sale of the route business eliminated the operating lease
obligation associated with the route business, which more than
offsets the incremental debt being incurred under the proposed
refinancing. Our rating on Affinity reflects our assessment of its
financial risk profile as 'aggressive' and its business risk
profile as 'weak,' according to our criteria."


ALLY FINANCIAL: Mulls Filing Bankruptcy for ResCap Unit
-------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Ally Financial
Inc. executives are considering bankruptcy for the company's
troubled mortgage unit Residential Capital LLC, which recently
missed a $20 million interest payment on $473 million in
outstanding notes due in 2013, they said Thursday.

Law360 relates that in a conference call with investors on Ally's
first-quarter results, CEO Michael Carpenter said Ally was
continuing to distance itself from the mortgage business and was
considering options ranging from "staying the course and fighting
the good fight to bankruptcy."

Ally Financial Inc. reported net income of $310 million for the
first quarter of 2012, compared to a net loss of $206 million in
the prior quarter and net income of $146 million for the first
quarter of 2011.


                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.

Ally Financial's balance sheet at March 31, 2012, showed
$186.35 billion in total assets, $166.68 billion in total
liabilities and $19.66 billion in total equity.

                             ResCap

Residential Capital, LLC, one of the Company's mortgage
subsidiaries, continues to be negatively impacted by the events
and conditions in the mortgage banking industry and the broader
economy that began in 2007.  Market deterioration has led to fewer
sources of, and significantly reduced levels of, liquidity
available to finance ResCap's operations.  During the fourth
quarter of 2011, ResCap recorded a charge of $212 million for
penalties imposed by certain of the Company's regulators and other
governmental agencies in connection with mortgage foreclosure-
related matters.

ResCap remains heavily dependent on Ally and its affiliates for
funding and capital support, and there can be no assurance that
Ally or its affiliates will continue those actions or that Ally
will choose to execute any further strategic transactions with
respect to ResCap or that any transactions undertaken will be
successful.  Consequently, there remains substantial doubt about
ResCap's ability to continue as a going concern.  Should Ally no
longer continue to support the capital or liquidity needs of
ResCap or should ResCap be unable to successfully execute other
initiatives, it would have a material adverse effect on ResCap's
business, results of operations, and financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Dec. 31, 2011, Ally had $2.6 billion in funding
arrangements with ResCap.  This amount included $1.0 billion of
senior secured credit facilities, which were fully drawn at
Dec. 31, 2011.  This amount further included a $1.6 billion line
of credit consisting of $1.1 billion in secured capacity, of which
$235 million was drawn, and $500 million of unsecured capacity.
The unsecured portion is only available after the secured portion
has been fully drawn.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


ALLY FINANCIAL: Files Form 10-Q, Posts $310MM Net Income in Q1
--------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $310 million on $1.85 billion of total net revenue for the
three months ended March 31, 2012, compared with net income of
$146 million on $1.55 billion of total net revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed $186.35
billion in total assets, $166.68 billion in total liabilities and
$19.66 billion in total equity.

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

                       http://is.gd/u16zDO

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.

                               Rescap

There is substantial doubt about Residential Capital, LLC's
ability to continue as a going concern, and ResCap is actively
considering reorganization under bankruptcy laws.  ResCap may not
be able to meet its debt service obligations.  ResCap did not make
a $20 million semi-annual interest payment that was due on
April 17, 2012, related to $473 million of unsecured debt
principal, which matures in 2013.  Further, ResCap was in default
on certain of its financial covenants as of Dec. 31, 2011, due to
insufficient equity levels, and it is possible that further
defaults could occur in the future due to insufficient capital or
liquidity.

ResCap remains heavily dependent on Ally and its affiliates for
funding and capital support.  While Ally has agreed to extend the
maturity date for certain existing intercompany facilities on a
short-term basis until May 14, 2012, there can be no assurance
that Ally or its affiliates will continue any such support or that
Ally will choose to execute any further strategic transactions
with respect to ResCap or that any transactions undertaken will be
successful.

ResCap is actively considering reorganization under bankruptcy
laws.  If this were to occur, Ally could incur significant
charges, substantial litigation could result, and repayment of
Ally's credit exposure to ResCap could be at risk.  Ally currently
estimate a range of reasonably possible losses arising at the time
of a ResCap bankruptcy filing, including its investment in ResCap,
to be between $400 million and $1.25 billion.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


AMBASSADORS INT'L: Execs Demand Defense Coverage for DOJ Claims
---------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that former executives of
Ambassadors International Inc. urged a Delaware court to approve
an insurer payout to cover legal costs incurred through a fight
with the U.S. Department of Justice, despite the Chapter 7
trustee's objection.

Facing potential claims against them by the DOJ, the nine former
executives proposed an order April 12 authorizing payment by
Ambassadors' directors & officers insurance policy issuer,
National Union Fire Insurance Co. of Pittsburgh, Pa., according to
Law360.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

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

Under a court-approved sale, Windstar's three luxury sailing
yachts were sold to Anschutz Corp. for $35 million in cash.


AMERICAN AIRLINES: Has Go-Signal to Hire Deloitte Financial
-----------------------------------------------------------
Bankruptcy Judge Sean Lane entered a final order authorizing AMR
Corp. and its affiliates to employ Deloitte Financial Advisory
Services LLP as their consultant, nunc pro tunc to the Petition
Date.

The objection raised by the U.S. Trustee for Region 2 has been
resolved by the filing of agreed supplemental disclosures, and
all objections to the Debtors' Application have been withdrawn,
resolved, or overruled, Judge Lane ruled.

In the application, the Debtors said they selected the firm
because of its "recognized experience and knowledge" in performing
bankruptcy-related services, according to Randall White, associate
general counsel of AMR Corp.

As consultant, Deloitte Financial will assist in developing tools
and methods for a Trading Partner Response Center that would allow
"vendor questions" to be addressed.  The firm will also provide
personnel to staff the TPRC and assist in training those
personnel.

Deloitte Financial will also advise the Debtors on the development
of tools and procedures for vendor management, on internal and
external communications related to restructuring, on the
preparation of various financial reports, on claims administration
and reconciliation, among other things.

In exchange for its services, Deloitte Financial will be paid on
an hourly basis, and will be reimbursed of its expenses.  Its
hourly rates range from $525 to $700 for partners, principals or
directors; $400 to $550 for senior managers; $340 to $450 for
managers; and $150 to $350 for other professionals.

The firm agreed that its combined blended rate will not exceed
$300 per hour for services related to claims administration and
reconciliation, and $330 per hour for other services.

Deloitte Financial does not hold interest adverse to the Debtors
or their affiliates, according to a declaration by John Little, a
principal of the firm.

                      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: Wins OK to Hire Deloitte Consulting
------------------------------------------------------
Judge Sean Lane authorized AMR Corp. and its affiliates, on a
final basis, to employ Deloitte Consulting LLP as their
consultant, nunc pro tunc to the Petition Date.  Judge Lane held
that the objection raised by the U.S. Trustee for Region 2 has
been resolved by the filing of agreed supplemental disclosures,
and all objections to the Debtors' Application have been
withdrawn, resolved, or overruled.

According to the application, as the Debtors' consultant, Deloitte
Consulting will assist AMR Corp. as an advisor on executive
compensation issues.  Deloitte will provide also organizational
change management services to American Airlines' cargo division;
and will update a prior brand refresh deliverable.

Deloitte Consulting will be paid for its services on an hourly
basis and will get reimbursed for expenses.  The firm's hourly
rates are $695 for partner, principal, or director; $525 for
senior manager, $475 for manager, $375 for senior consultant, $315
for consultant, and $250 for analyst.

For the OCM Services, Deloitte Consulting's hourly rates are $500
for Quality Assurance and Risk; $450 for Deloitte OCM Lead Project
and Deliverable Manager, Strategic Oversight; $325 for Booking and
Revenue Management Lead; $305 for Location Tracking Lead; and $100
for Offsite Support.

The Marketing and Brand Strategy Services are estimated to be
approximately $97,000 at the applicable hourly rates of $598 for
partner/principal, $511 for senior manager, $469 for manager, $469
for manager, and $392 for senior consultant.

Marc Hanna, a principal of Deloitte Consulting LLP, assured the
Court that Deloitte Consulting is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                      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: $3.6-Mil. in Claims Changed Hands in March
-------------------------------------------------------------
For March 2012, 136 claims totaling $3,621,751 against AMR Corp.
and its affiliates were traded to these parties:

(a) Hain Capital Holdings, Ltd.

   Transferor                                   Claim Amount
   ----------                                   ------------
   Ruffin Holdings Incorporated                      $91,076
   Firstmark Aerospace                                10,550
   Moody National Companies                            5,484
   Ruffin Holdings Incorporated                       91,076
   Transaero, Inc.
   Transaero, Inc.
   Transaero, Inc.
   Coday Enterprises Incorporated                      4,000
   Firstmark Aerospace                                10,550

(b) Debt Acquisition Company of American V, LLC

   Transferor                                   Claim Amount
   ----------                                   ------------
   Baggage Delivery Service Inc.                        $859
   Belfort Instrument Company                            755
   Charlottesville-Albemarle Airport Authority         5,752
   Comfort Suites                                      4,054
   Raben Tire Company Inc.                               780
   Renee Starnes                                         845
   Access Courier Incorporated                         1,066
   CK & W Supply Inc.                                  2,312
   Classic Chevrolet GM Parts Center                     571
   Colorado Cab Company LLC                              814
   Dickson                                               585
   Greater Raleigh Refrigeration Inc.                    599
   JFM Engineering Inc.                                1,160
   Olympia Supply Company                              1,900
   Steen Macek Paper Company                       3,007,149
   Barfield Inc.                                       4,374
   Budget Buddy Company Inc.                             789
   Carol Marks Music - A Division Of Loraco Inc.         500
   Crystal Ice Company                                   528
   Executone Systems Co of LA Inc.                       777
   Express Catering Inc.                               1,180
   First Class Concessions Inc.                          514
   Goulette Ice Company                                  801
   Harlan Global Manufacturing                           528
   Montgomery Muggs LLC                                2,362
   Nevada Yellow Cab Corp.                               541
   Nuruddin Jalauddin DBA Noors Taxi                   1,650
   OCS America Inc.                                      743
   Patson Inc. DBA Transchicago Truck Group            1,740
   Vision Hospitality DBA Hampton Inn                  1,798
   A1 Taxi & Delivery Service                            915
   Alamo Group Inc.                                    1,539
   American Medal & Rehab Co.                          1,065
   Atchison Transportation Service                     1,646
   Carlton Stowers                                     1,200
   Cheapflights Media (USA) Inc.                       5,514
   Doskocil Manufacturing Company                      1,856
   Excel Automotive Inc.                               1,182
   Kaddas Enterprises Inc.                             1,400
   Nevada Crystal Premium                                563
   Ohio Services                                       3,227
   Tailwind Gainesville                                  785
   American Towing Service                             2,081
   Andy M Camacho, Inc.                                  514
   Coral Gables Community Foundation                     600
   F C Witt Associates Ltd.                            5,650
   Horn Motors, Inc.                                   1,163
   IDT Jets                                              787
   Kracky McGee's Snack Shack                            779
   Lee Wesley Group Inc.                                 623
   LGA Cafe LLC                                          777
   MCA Supply LLC                                      2,657
   Creative Photographers Inc.                           750
   CRI Recycling Service Incorporated                  7,976
   Dallas Lighthouse For The Blind                       837
   Geotex Incorporated                                 1,753
   Garland Steel Inc.                                    899
   Moresteam.com LLC                                   4,600
   Paradise Bakery & Cafe                                638

(c) Sierra Liquidity Fund, LLC

   Transferor                                   Claim Amount
   ----------                                   ------------
   J & B Aviation Services, Inc.                      26,459
   L & M Office Furniture                              8,844
   Mutual Propane - Mutual Liquid Gas & Equipment      6,923
   Insulation Supply Company                           9,830
   Holly Equipment Sales, Inc.                         7,473
   Southwestern Petroleum Corporation                  8,067
   Tug Technologies Corporation                        2,802
   Tug Technologies Corporation                        5,884
   Protective Packaging Corporation                    4,446
   Associated Industries, Inc.                         5,898
   Ever Serve Corporation                              1,429
   HSH Interplan USA, Inc.                             3,640
   Innodyne Systems Incorporated                       2,423
   Honolulu Fish Company                                 776
   Uncle Rod's Inc.                                      439
   EVI, LLC                                              758
   Jean's Upholstery Shop                                188
   Spinelli Pastry Shoppe                              3,150
   Facet USA, Inc.                                     2,598
   Ebsco Spring Company                                2,598
   Stuart Hose and Pipe Company                        1,927
   The Young Industries, Inc.                          2,745
   Harvey-Daco, Inc.                                   1,608
   Accurate Fire Equipment Company                       955
   Durham Coca-Cola                                    1,071
   Durham Coca-Cola                                      275
   Fresno AG Hardware                                    168
   Airways Gifts                                          85
   Twin Liquors                                          302
   DeanJoy, LLC                                        1,890
   Tri-State Propane, Inc.                                64
   Harlan Global Manufacturing                           528
   Pathfinder Company, Inc.                              680
   Quality Products                                    2,516
   Fast Signs                                             89
   Innovation Air Conditioning                         1,489
   Hydraulic Sales & Service, Inc.                       628
   Ft. Worth Welders Supply, Inc.                      1,750
   Atacs Products, Inc.                                2,512
   Race Brothers Farm & Home Supply                      246
   Murray Supply Corporation                             201
   Visiontron Corporation                                556
   Visiontron Corporation                                155
   Rapid Rivet & Fastener Corporation                     35
   Fleet Products, Inc.                                  618
   SJM Industrial Radio                                  543
   Florida Bearings, Inc.                                331
   Jim Warfield Electric of Texas, Inc.                2,294
   J & B Aviation Services, Inc.                       1,621
   J & B Aviation Services, Inc.                      28,081
   Robert Talbott, Inc.                                2,403
   Innodyne Systems, Inc.                             16,956
   Innodyne Systems, Inc.                             19,379

(d) ASM Capital IV, L.P.

   Transferor                                   Claim Amount
   ----------                                   ------------
   Buffalo Wings Aeropuerto                            5,176
   Aeroflite Enterprises Inc.                          9,100
   Esterline Sensors Services Americas Inc.           78,157

(e) Sonar Credit Partners II, LLC

   Transferor                                   Claim Amount
   ----------                                   ------------
   Seal Company Enterprises Inc.                           -
   Forte Product Solutions                                 -
   O'Sullivan Communications                               -
   O'Sullivan Menu Publishing LP                           -

(f) Claims Recovery Group LLC

   Transferor                                   Claim Amount
   ----------                                   ------------
   Dean and Gibson                                    $3,046
   Atlantic Radio Telephone Inc.                       2,019
   37-10 Hotel Operating Company                       3,742

(g) CRT Special Investments LLC

   Transferor                                   Claim Amount
   ----------                                   ------------
   Added Incentives, Inc.                             $3,270
   Cosco Fire Protection                               3,177

(h) Hain Capital Holdings, Ltd.

   Transferor                                   Claim Amount
   ----------                                   ------------
   Aero Parts Mart                                         -
   Aero Parts Mart                                         -

(i) Tannor Partners Credit Fund, LP

   Transferor                                   Claim Amount
   ----------                                   ------------
   Parker Hannifin Corp.                                   -

For January and February 2012, ten claims totaling $245,461
against the Debtors changed hands.

                      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).


ANTS SOFTWARE: Ironridge Global Discloses 4.9% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ironridge Global IV, Ltd., and its affiliates
disclosed that, as of April 26, 2012, they beneficially own
15,756,000 shares of common stock of Ants Software, Inc.,
representing 4.99% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/LajXOU

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


APEX KATY: Files Schedules of Assets and Liabilities
----------------------------------------------------
Apex Katy Physicians LLC filed with the Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,500,000
  B. Personal Property              $737,691
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,383,717
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,263,233
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,909,500
                                 -----------      -----------
        TOTAL                    $15,237,691      $13,646,951

A full text copy of the company's schedules of assets and
liabilities is available free at:

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

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.


APEX KATY: Hires Hoover Slovacek as Counsel
-------------------------------------------
Apex Katy Physicians LLC asks the U.S. Bankruptcy Court for
permission to employ Edward L. Rothberg, Esq., at Hoover Slovacek
LLP as counsel.

The firm's rates are:

    Personnel                     Rates
    ---------                     -----
    Edward L/ Rothberg            $395
    Annie Catmull                 $310
    Melissa Haselden              $275
    T. Josh Judd                  $250
    Mazella S. Krasoff            $175
    Legal Assistant/Paralegals     $85-125

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

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.


ASSOCIATED MATERIALS: S&P Lowers Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cuyahoga Falls, Ohio-based Associated Materials LLC to
'B-' from 'B'. The outlook is negative.

"At the same time, we lowered the issue-level rating on the
company's senior secured notes to 'B-' (the same as the corporate
credit rating) from 'B'. The recovery rating remains '4',
indicating our expectation of average (30% to 50%) recovery in the
event of payment default," S&P said.

"The downgrade reflects our view that Associated Materials remains
highly leveraged, with 'less-than-adequate' liquidity, in our
view," said Standard & Poor's credit analyst Megan Johnston. "The
company's adjusted EBITDA declined approximately 40% to about $90
million in the year ended Dec. 31, 2011, compared with the prior
year. Debt (including pensions, operating leases and other
adjustments) increased due to higher revolver borrowings. As a
result, leverage was greater than 10x as of Dec. 31, 2011,
compared with about 6.5x in the prior year. While sales were
roughly flat year-over-year, margins declined due to lower sales
of the company's key vinyl windows products. The company
supplanted lower windows sales with higher sales of third-party
manufactured products, and in particular roofing, which carry a
lower margin than the company's window and siding products."

"In our view, performance may gradually improve in 2012 but
metrics will likely remain more in line with the 'B-' rating. Our
economists are projecting total housing starts of 740,000, a 20%
improvement over 2011 levels, although much of the growth will
come from the multi-family segment, which typically carry lower
margins for building products manufacturers such as Associated
Materials. Repair and remodeling spending may modestly improve by
the end of the year. Even with improved sales and EBITDA, leverage
is likely to remain about 8x or greater, with interest coverage
below 1.5x, which are levels we consider to be more in line with
the 'B-' rating. Our rating and outlook also reflect our view that
liquidity is less than adequate," S&P said.

"The rating outlook is negative, reflecting our view that
liquidity could become more constrained if the company needs to
build working capital to fund higher sales. We also expect
leverage to remain high, with debt to EBITDA exceeding 8x by year-
end 2012 and interest coverage below 1.5x. We could lower the
rating if liquidity continues to deteriorate, such that the
cushion continues to narrow on the company's fixed charge covenant
that governs its ABL facility. Although unlikely in the near term,
we could revise the outlook to stable if we deem the company's
liquidity to be 'adequate', such that interest coverage improves
to more than 1.5x and the company's cushion under its revolving
credit facility increases. This could happen if the company's
EBITDA margins improve approximately 150 basis points from current
levels, and if the company generates positive free operating cash
flow," S&P said.


ATHILON CAPITAL: S&P Raises Issuer Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised the issuer credit rating
(ICR) on Athilon Capital Corp./ Athilon Asset Acceptance Corp.
(Athilon) to 'BB+' from 'BB'. "At the same time, we affirmed our
ratings on the senior subordinated, subordinated, and junior
subordinated notes. Our outlook on Athilon is stable," S&P said.

"Athilon is a credit derivative product company (CDPC) that has
sold credit protections primarily on tranches referencing
corporate and sovereign entities in the form of credit default
swaps (CDS). Approximately 99% of the reference entities are
corporate and 1% is sovereign," S&P said.

"The upgrade to the ICR reflects our view regarding the seasoning
credit of Athilon's tranche CDS portfolio. Athilon has not entered
into new CDS transactions since 2008, and its CDS portfolio has
been in natural amortization. As of March 28, 2012, the underlying
portfolio comprised 72 tranche CDS with a $40.96 billion total
notional amount. The tranche CDS' weighted average maturity was
approximately 1.65 years, and the portfolio's last maturity is
June 20, 2016. The tranche CDS portfolio's natural amortization
and the underlying referenced corporate entities' stabilizing
credit performance have contributed to a reduced required capital
amount and, in our view, have provided a greater capital cushion
against potential losses," S&P said.

"In 2011, Athilon amended its operating guidelines to expand the
types of investments in which it can invest its excess capital
(i.e., capital resources in excess of the capital required to
maintain its ICR). According to the amended operating guidelines,
the haircut to these newly added investment types is 100% for the
purpose of the capital adequacy test related to the ICR," S&P
said.

"The affirmations on the senior subordinated, subordinated, and
junior subordinated notes reflect our view that the credit
enhancement for the notes is still consistent with the notes'
respective rating levels," S&P said.

"Standard & Poor's will continue to review whether, in its view,
the ratings currently assigned to Athilon remain consistent with
the credit enhancement available to support them and will take
rating actions as it deems necessary," S&P said.

               STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

          http://standardandpoorsdisclosure-17g7.com

RATING RAISED
Athilon Capital Corp./Athilon Asset Acceptance Corp.

Issue                               Rating
                              To           From
Issuer credit rating          BB+/Stable   BB/Stable

RATINGS AFFIRMED
Athilon Capital Corp.

Issue                               Rating
Senior subordinated note issues     B
Subordinated note issues            CCC-
Junior subordinated note issues     CC


AURASOUND INC: W. Kurtz and P. Andreyev Resign from Board
---------------------------------------------------------
William H. Kurtz and Peter Andreyev tendered their resignations
from the board of directors of Aurasound, Inc., effective
April 23, 2012.

                       About AuraSound, Inc.

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

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
During the year ended June 30, 2011, the Company had negative cash
flow from operating activities amounting to $1.91 million and an
accumulated deficit of $36.9 million.

The Company's balance sheet at Dec. 31, 2011, showed $40.8 million
in total assets, $34.6 million in total liabilities, all current,
and $6.14 million in total stockholders' equity.


B & T OLSON: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B & T Olson Family LLC
        6932 Evergreen Way
        Everett, WA 98203

Bankruptcy Case No.: 12-14352

Chapter 11 Petition Date: April 26, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Katriana L. Samiljan, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: ksamiljan@bskd.com

Scheduled Assets: $18,338,420

Scheduled Liabilities: $17,515,501

The petition was signed by Brett T. Olson, managing member.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Camano Commons-A Condo             --                       $2,802
848 N. Sunrise Boulevard, #B
Camano Island, WA 98282

Snohomish County PUD               --                       $2,449
P.O. Box 1100
Everett, WA 98206-1100

City of Stanwood                   03-31-12                 $1,496
Water & Sewer
10220 270th Street NW
Stanwood, WA 98292

Schindler Elevator Corp.           --                         $757

Snohomish County Treasurer         Personal Property Tax      $505

Lakes Stevens Sewer Dist           --                         $500

Frontier                           Telephone Service          $321

Cascade Natural Gas                --                         $301

Total Landscape Corp               --                         $293

Waste Management                   --                         $201

B.A.T. Masters                     --                         $110

PMOW, LLC                          --                          $72


BAKERS FOOTWEAR: Incurs $10.9 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $10.95 million on $185.09 million of net sales for the
year ended Jan. 28, 2012, a net loss of $9.29 million on
$185.62 million of net sales for the year ended Jan. 29, 2011, and
a net loss of $9.08 million on $185.36 million of net sales for
the year ended Jan. 30, 2010.

The Company's balance sheet at Jan. 28, 2012, showed
$41.71 million in total assets, $58.32 million in total
liabilities, and a $16.61 million total shareholders' deficit.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company'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 said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.

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

                        http://is.gd/qwbrg9

                       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.


BANK PROPERTY: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bank Property, L.P.
        2500 W. Higgins Road, Suite 400
        Hoffman Estates, IL 60169

Bankruptcy Case No.: 12-17188

Chapter 11 Petition Date: April 26, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: John W Guzzardo, Esq.
                  Salvatore A Barbatano, Esq.
                  SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOW
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60654
                  Tel: (312) 276-1323
                  Tel: (312) 541-0151
                  E-mail: jguzzardo@shawgussis.com
                          sbarbatano@shawgussis.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 eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-17188.pdf

The petition was signed by Jeffrey S. Bandel, officer.


BENEDICT BOMMARITO: Court Wants Plan Outline Amended
----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker said the Combined Plan and
Disclosure Statement filed by Benedict Domenic Bommarito cannot be
approved due to some problems.

The Debtor filed the Plan and Disclosure Statement on April 17,
2012.  The revisions were due to be filed April 26.

Among other things, the Court said the claims of multiple secured
creditors are currently being treated in the same class (Class 1).
The Debtor must separately classify and treat the claim of each
secured creditor.  With regard to each secured creditor, the
Debtor must state the amount of the claim; the property securing
the claim (if real estate, the full address, including city and
state); the fair market value of the property securing the claim;
whether any portion of the claim is unsecured; and if so, whether
the secured creditor will have an unsecured deficiency claim, to
be included and treated in the class of general unsecured claims;
and if so, the amount of such claim.  If more than one claim is
secured by the same property, the Debtor must state the priority
of each secured creditor (i.e., which creditor has a first
priority lien and which creditor has a second priority lien).  The
Debtor also must state or estimate the total amount of the claim
of the General Unsecured Creditors.

The Plan provides that the executory contract with Ford Motor
Credit is assumed.  The Court said the Debtor must describe the
subject matter of the lease being assumed, and must describe the
material terms of the lease.

The Debtor's Liquidation Analysis must provide an itemized
descriptive listing of each of the Debtor's assets, so that the
asset can be readily identified.  The Debtor lists "Personal
Property" valued at $31,171 in his Liquidation Analysis, with no
indication of what falls within this broad category, e.g.
furniture, computer equipment, cars.  With regard to each asset
listed, the Debtor must indicate whether there is a secured
creditor with a lien on the property, and if so, the name of the
secured creditor; the value of the property; the amount of any
lien; and the equity remaining in the asset.

The Debtor must also include an estimate of the Trustee fees in
the Liquidation Analysis, and must include in his list of assets,
and estimate the value of, the Debtor's interest in Eastpointe
Manor Realty, LLC.

The Disclosure Statement provides financial summaries for 2 years
pre-petition.  The Court said the Debtor must provide financial
summaries for 3 years pre-petition.  In addition, for each of the
three years pre-petition, the Debtor must list the amount of the
Debtor's income and the amount of the Debtor's expenses
separately.

Prior to April 17, the Court filed orders in other Chapter 11
cases, requiring the Debtor's attorney to amend Chapter 11
combined plans and disclosure statements that he has filed, in
which the Court explained how secured claims must be separately
classified and discussed in a proposed Chapter 11 plan and
disclosure statement.

Despite this, on April 17, the Debtor's attorney filed a combined
plan and disclosure statement in each of four separate Chapter 11
cases, including the Debtor's case, that all had the same problems
with respect to secured claims.  The Court expects that in the
future, and in all other cases, the Debtor's attorney will comply
with the Court's requirements regarding secured claims the first
time he files a combined plan and disclosure statement in a
Chapter 11 case.

A copy of the Court's April 22 order is available at
http://is.gd/JlrryCfrom Leagle.com.

According to reporting by the Troubled Company Reporter, Chapter
11 petitions were filed on Dec. 20, 2011, by Benedict Bommarito
(Bankr. E.D. Mich. Case No. 11-72075) and by Domenic Bommarito and
Concetta Bommarito (Bankr. E.D. Mich. Case No. 11-72076).


BERNARD L. MADOFF: Trustee Files $330M Suit vs. Standard Chartered
------------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the liquidating
trustee for Bernard L. Madoff Investment Securities LLC on
Thursday sued Standard Chartered Financial Services SA to recover
the nearly $330 million in BLMIS customer assets it allegedly
received through two Madoff feeder funds.

In a complaint filed in New York bankruptcy court, Law360 relates,
trustee Irving Picard claimed that Standard Chartered and its
units had received the money from Fairfield Sentry Limited and
Kingate Global Fund Ltd, two funds that had maintained more than
95 percent of their assets in BLMIS customer accounts.

                      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.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BEST INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Best International Construction Company, Inc.
        8422 Ballow Ave.
        College Park, MD 20740

Bankruptcy Case No.: 12-17878

Chapter 11 Petition Date: April 26, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Augustus T Curtis, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: augie.curtis@cohenbaldinger.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
is available for free at http://bankrupt.com/misc/mdb12-17878.pdf

The petition was signed by Kyu Hong Park.


BROADMORE ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Broadmore Associates, Inc.
        103 Shannon Drive
        Nampa, ID 83687

Bankruptcy Case No.: 12-00967

Chapter 11 Petition Date: April 25, 2012

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Richard B. Eismann, Esq.
                  EISMANN LAW OFFICES
                  3016 Caldwell Boulevard
                  Nampa, ID 83651-6416
                  Tel: (208) 467-3100
                  E-mail: counsel@eismannlaw.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 Richard V. Keim, Jr., president.


C & M RUSSEL: Plan Filing Exclusivity Ends June 18
--------------------------------------------------
The bankruptcy judge previously entered an order extending C & M
Russell LLC's exclusive periods to file and solicit acceptances
for the proposed chapter 11 plan until June 18, 2012, and Aug. 15,
respectively.

In March, the bankruptcy judge vacated certain property management
provisions contained in the order authorizing C & M Russell, LLC's
use of cash collateral.  The Debtor requested for an order
vacating the portion of prior orders requiring the Debtor to
employ third party property management company to take over the
management of the Debtor's five multifamily apartment buildings.
The Debtor explained that the sales or imminent sales of the
Debtor's properties made moot the need for the provisions.

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  Judge Sandra R. Klein presides over the case.  Alan G.
Tippie, Esq., and Avi E. Muhtar, Esq., at SulmeyerKupetz, serve as
the Debtor's counsel.  In the second petition, the Debtor
scheduled assets of $17.5 million and debts of $9.30 million.  The
petition was signed by Mattie B. Evans, chief executive member.
Kenneth Blake, CPA, acts as accountant.


C-FSG426, LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: C-FSG426, LLC
        3455 Cliffs Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 12-14831

Chapter 11 Petition Date: April 25, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael R. Hogue, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7005
                  Fax: (702) 776-7900
                  E-mail: mhogue@isbnv.com

Scheduled Assets: $1,081,500

Scheduled Liabilities: $1,015,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM, LLC, manager.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity               Case No.       Petition Date
        ------               --------       -------------
A-SWDE1, LLC                 09-34216            12/29/09
B-NGAE3, LLC                 11-29000            12/12/11
B-NWI2, LLC                  11-16584            04/29/11
B-PVL2, LLC                  10-16648            04/10/10
B-PWR, LLC                   12-13827            03/30/12
C-FSG425, LLC                11-16560            04/29/11
C-FSG427, LLC                11-16568            04/29/11
C-FSG428, LLC                11-16571            04/29/11
C-NGA312, LLC                11-18976            06/08/11
C-NGA313, LLC                11-18977            06/08/11
C-NGA317, LLC                11-18982            06/08/11
C-NGA318, LLC                11-18984            06/08/11
C-NW360, LLC                 11-18989            06/08/11
C-PV323, LLC                 11-21036            07/13/11
C-PV330, LLC                 11-21038            07/13/11
C-PV332, LLC                 11-21058            07/13/11
C-SWDE348, LLC               11-13942            03/21/11
C-SWDE393, LLC               11-21059            07/13/11
C-SWDE394, LLC               11-21063            07/13/11


C-NGA314, LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: C-NGA314, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 12-14834

Chapter 11 Petition Date: April 25, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael R. Hogue, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7005
                  Fax: (702) 776-7900
                  E-mail: mhogue@isbnv.com

Scheduled Assets: $2,101,500

Scheduled Liabilities: $1,367,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM, LLC, manager.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity               Case No.       Petition Date
        ------               --------       -------------
A-SWDE1, LLC                 09-34216            12/29/09
B-NGAE3, LLC                 11-29000            12/12/11
B-NWI2, LLC                  11-16584            04/29/11
B-PVL2, LLC                  10-16648            04/10/10
B-PWR, LLC                   12-13827            03/30/12
C-FSG425, LLC                11-16560            04/29/11
C-FSG427, LLC                11-16568            04/29/11
C-FSG428, LLC                11-16571            04/29/11
C-NGA312, LLC                11-18976            06/08/11
C-NGA313, LLC                11-18977            06/08/11
C-NGA317, LLC                11-18982            06/08/11
C-NGA318, LLC                11-18984            06/08/11
C-NW360, LLC                 11-18989            06/08/11
C-PV323, LLC                 11-21036            07/13/11
C-PV330, LLC                 11-21038            07/13/11
C-PV332, LLC                 11-21058            07/13/11
C-SWDE348, LLC               11-13942            03/21/11
C-SWDE393, LLC               11-21059            07/13/11
C-SWDE394, LLC               11-21063            07/13/11


C-NGA315, LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: C-NGA315, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 12-14836

Chapter 11 Petition Date: April 25, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael R. Hogue, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7005
                  Fax: (702) 776-7900
                  E-mail: mhogue@isbnv.com

Scheduled Assets: $2,101,500

Scheduled Liabilities: $1,365,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM, LLC, manager.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity               Case No.       Petition Date
        ------               --------       -------------
A-SWDE1, LLC                 09-34216            12/29/09
B-NGAE3, LLC                 11-29000            12/12/11
B-NWI2, LLC                  11-16584            04/29/11
B-PVL2, LLC                  10-16648            04/10/10
B-PWR, LLC                   12-13827            03/30/12
C-FSG425, LLC                11-16560            04/29/11
C-FSG427, LLC                11-16568            04/29/11
C-FSG428, LLC                11-16571            04/29/11
C-NGA312, LLC                11-18976            06/08/11
C-NGA313, LLC                11-18977            06/08/11
C-NGA317, LLC                11-18982            06/08/11
C-NGA318, LLC                11-18984            06/08/11
C-NW360, LLC                 11-18989            06/08/11
C-PV323, LLC                 11-21036            07/13/11
C-PV330, LLC                 11-21038            07/13/11
C-PV332, LLC                 11-21058            07/13/11
C-SWDE348, LLC               11-13942            03/21/11
C-SWDE393, LLC               11-21059            07/13/11
C-SWDE394, LLC               11-21063            07/13/11


CANO PETROLEUM: Taps Kane Russell for Matters on Prepetition Liens
------------------------------------------------------------------
Cano Petroleum, Inc., et al., filed an application with the U.S.
Bankruptcy Court for the Northern District of Texas to employ Kane
Russell Coleman & Logan PC, as special counsel.

KRCL will assist the Debtors with issues relating to (i) the
investigation and analysis of the extent, validity, priority and
perfection of asserted prepetition liens and security interests of
and claims against the Senior Secured Lenders and the holders of
the Junior Secured Debt2 and related issues; and (ii) other
matters, if any, that are requested by the Debtors due to
conflicts or similar limitations upon the Debtors' proposed
counsel Thompson & Knight, LLP.

The Debtors add that the scope of KRCL's engagement is intended to
be narrow and limited.

The hourly rates of the attorneys expected to perform legal
services hereunder range from $550 to $250 for partners and
associates.  The hourly rate of the paraprofessionals expected to
perform services range from $175 to $165.

To the best of the Debtors' knowledge, the attorneys at KRCL do
not have any connection with the Debtors, the Debtors' creditors,
or any other parties in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in
the Office of the United States Trustee, except as disclosed in
the declaration of Joseph M. Coleman.

The firm can be reached at:

         Joseph M. Coleman, Esq.
         KANE RUSSELL COLEMAN & LOGAN PC
         3700 Thanksgiving Tower
         1601 Elm Street
         Dallas, TX 75201
         Tel: (214) 777-4200
         Fax: (214) 777-4299
         E-mail: ecf@krcl.com

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CANO PETROLEUM: General and Governmental Claims Due May 7
---------------------------------------------------------
The Bankruptcy Court for the Northern District of Texas has
established 5:00 p.m. (prevailing Central Standard Time) on May 7,
2012, as the deadline for any entity or individual, including any
governmental unit, to file proofs of claim against Cano Petroleum,
Inc., et al.

Proofs of claim must be filed by hand delivery or overnight mail
at:

         BMC Group, Inc.
         Re: Cano Petroleum, Inc.
         18675 Lake Drive East
         Chanhassen, MN 55317

  or by first class mail at:

         BMC Group, Inc.
         Re: Cano Petroleum, Inc.
         P.O. Box 3020
         Chanhassen, MN 55317-3020

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CAPITOL INFRASTRUCTURE: Case Summary & Creditors List
-----------------------------------------------------
Lead Debtor: Capitol Infrastructure, LLC
             111 Corning Road, Suite 250
             Cary, NC 27518

Bankruptcy Case No.: 12-11362

Chapter 11 Petition Date: April 26, 2012

Affiliates that simultaneously filed Chapter 11 petitions on
April 26, 2012:

        Debtor                                Case No.
        ------                                --------
Capitol Infrastructure CP Funding, LLC        12-11356
Infrastructure SPE,                           12-11357
SMARTRESORT CO., L.L.C.                       12-11358
Capitol Broadband Development Company, LLC    12-11359
Amenity Broadband, LLC                        12-11360
Accelera Services, LLC                        12-11361
Broadstar, LLC                                12-11363
Baldwin County Internet/DSSI Service, L.L.C.  12-11364
CB Infrastructure SPE, LLC                    12-11365
BA Infrastructure SPE, LLC                    12-11366
Capitol Broadband Ventures, LLC               12-11367

Affiliate that filed a Chapter 11 petition on April 28, 2012:

        Debtor                                Case No.
        ------                                --------
Capitol Broadband Management Corporation      12-11393

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

About the Debtors: Ten-year-old Capitol Infrastructure is a real
                   estate and telecommunications company whose
                   business is to secure telecommunications rights
                   on properties, improve those rights by
                   constructing broadband telecommunication
                   infrastructure including fiber optics, coaxial
                   cable, wireless systems, head end facilities,
                   and satellite facilities at the properties, and
                   to deliver video, voice, and internet and
                   sometimes alarm services to end users.

Debtors' Counsel: David M. Fournier, Esq.
                  PEPPER HAMILTON LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  E-mail: fournierd@pepperlaw.com

                         - and -

                  James C. Carignan, Esq.
                  PEPPER HAMILTON LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19801
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  E-mail: carignaj@pepperlaw.com


Debtors'
Co-Counsel:       WYRICK ROBBINS YATES & PONTON LLP

Counsel to
Hotwire
Communications,
The stalking
horse bidder:     PACHULSKI STANG ZIEHL & JONES, LLP
                  Bradford J. Sandler, Esq.
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 190801,

Counsel to
DIP Lender
Unicredit Bank:   MAYER BROWN LLP
                  Howard S. Beltzer, Esq.
                  1675 Broadway
                  New York, New York 10019-5820

                        - and -

                  RICHARDS, LAYTON & FINGER, P.A.
                  Mark D. Collins, Esq.
                  920 N. King Street
                  Wilmington, DE 19801

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Glen D. Lang, manager.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Direct TV                          Trade Debt           $2,405,193
2230 East Imperial Highway
El Segundo, CA 90245

Level 3 Communications LLC         Trade Debt           $1,319,725
1025 Eldorado Boulevard
Broomfield, CO 80021

Wise Owl Communications, Inc.      Trade Debt             $738,226
1117 Perimeter Center W., Suite E306
Atlanta, GA 30338

Perfect 10                         Trade Debt             $695,892
3901 Progress Street
North Little Rock, AR 72114

Dish Network                       Trade Debt             $615,525
9601 S. Meridian Boulevard
Englewood, CO 80112

Cableworks, Inc.                   Trade Debt             $377,778
8061 Pecue Lane
Baton Rouge, LA 70809

Cisco                              Trade Debt             $374,442
170 West Tasman Drive
San Jose, CA 95134

AT&T                               Trade Debt             $361,444
208 S. Akard Street
Dallas, TX 75202

Interactive Contact Solutions,     Trade Debt             $305,702
Inc.

Sun Communities, Inc.              Trade Debt             $212,324

Alcatel-Lucent USA, Inc.           Trade Debt             $183,821

Smith, Anderson, Blount, Dorsett,  Professional Fees      $165,740
Mitchell & Jernigan, LLP

CSC                                Trade Debt             $148,475

Wyrick Robbins Yates & Ponton LLP  Professional Fees      $137,066

Optical Fiber Force, Inc.          Trade Debt             $135,686

Integrated Communications Group,   Trade Debt             $124,489
Inc.

The Kern Organization, Inc.        Trade Debt             $117,289

LGM Construction, Inc.             Trade Debt             $117,248

Midwest Utility Inc.               Trade Debt             $112,245

Richland County Treasury           Taxes/Regulatory Fees  $104,148

Greenberg Traurig, P.A.            Professional Fees      $103,492

Florida Dept of Revenue            Taxes/Regulatory Fees  $100,634

PFRS Crossroads Corporation        Trade Debt              $94,243

Foxridge Mobile Home Park          Trade Debt              $91,069

Fox Sports Net South               Trade Debt              $89,977

Bandwidth.com, Inc.                Trade Debt              $83,046

PDI Communications, Inc.           Trade Debt              $65,188

Terremark North America            Trade Debt              $61,853

US Signal                          Trade Debt              $61,091

Nova Utility Construction, Inc.    Trade Debt              $60,590


CATASYS INC: Issues 10.9 Million Common Shares to Socius
--------------------------------------------------------
Catasys, Inc., on April 17, 2012, issued to Socius Capital Group,
LLC, 10,965,050 shares of common stock, par value $0.0001 per
share, and a warrant to purchase 10,965,050 shares of Common Stock
in exchange for $1,754,408.  The amount invested included $765,000
in cash, the exchange of the $975,000 in principal amount of the
secured convertible promissory note issued on Feb. 22, 2012, and
amended on April 11, 2012, and $14,408 in interest.

A copy of the filing is available for free at:

                        http://is.gd/dZMdzH

                        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 $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.58 million
in total assets, $8.07 million in total liabilities and a $4.49
million total stockholders' deficit.

For 2011, Rose, Snyder & Jacobs LLP, in Encino, California,
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, 2011.

                         Bankruptcy Warning

As of March 28, 2012, the Company had a balance of approximately
$95,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at Dec. 31, 2011, and has continued to
deplete its cash position subsequent to Dec. 31, 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 into
April 2012, 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 it can continue to operate as a going concern and the
Company will need to curtail or cease operations or seek
bankruptcy relief.


CDC CORP: Equity Committee Says Motion to Dismiss Inadequate
------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 case of CDC Corporation filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a joinder to the Debtor's
response to China.com's motion to dismiss the Debtor's case.

The Committee explains that China.com's motion does not explain
how the so-called Remaining Shareholder Disputes affect
shareholder interests or why having the disputes resolved
exclusively outside of bankruptcy would actually be in the best
interest of the Debtor, the estate, and shareholders.

The Committee adds that it does not explain why dismissal, for
which shareholders are not able to vote, is in the best interests
of the Debtor and its shareholders instead of allowing the
shareholders to vote on the proposed plans of reorganization, one
of which has been filed by China.com.  It also does not explain
why it failed to afford all shareholders proper notice of the
motion to dismiss.

In a separate filing, Asia Pacific On-Line Limited and Nicola Chu
Ming Nga have joined in the motion requesting dismissal of the
Debtor's bankruptcy case.  The movants collectively hold or
control in excess of 18% of the outstanding equity securities in
the Debtor, and APOL is believed to be the largest single
shareholder of the Debtor.

As reported in the Troubled Company Reporter on April 20, 2012,
China.com, owner of approximately 250,517 shares of CDC common
stock, filed with the U.S. Bankruptcy Court a motion seeking to
dismiss the CDC Chapter 11 case.  They also filed a motion seeking
to continue the Disclosure Statement hearing scheduled for April
26, 2012, until the Court considers the dismissal motion.

China.com asserted that the Bankruptcy Court lacks subject matter
jurisdiction in this case to hear and finally determine the
Remaining Shareholder Disputes.  Furthermore, China.com submits
that "cause" exists under 11 U.S.C. 1112(b) to dismiss the
Debtor's bankruptcy case because no bankruptcy purpose will be
served by continuing the case and out of deference to Cayman
Islands law.

The Court scheduled May 8, 2012 hearing on the matter.

                         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.


CDC CORP: Taps K2 Advisors to Perform Accounting Services
---------------------------------------------------------
CDC Corporation asks the U.S. Bankruptcy Court for the Northern
District of Georgia for permission to employ K2 Advisors, LLC, as
accountants.

As of the Petition Date, the ebtor and CDC Software were parties
to a Services Agreement dated Aug. 6, 2009, as supplemented.

The Debtor relates that as a result of the sale of CDC Software to
the stalking horse purchaser, CDC Software's obligation to perform
under the Services Agreement terminated.

Currently performance of accounting services by CDC Software is
governed by a Transition Services Agreement, executed in
connection with the agreement, providing that CDC Software will,
for a limited time, continue to provide accounting services to
Debtor consistent with past practices.

The Transition Services Agreement provides that the Debtor will
use commercially reasonable efforts to transition from reliance
upon accounting services provided by CDC Software soon as
practicable after the Closing Date, and in any event CDC
Software's obligation to provide accounting services will
terminate six months after the Closing Date.

The Debtor seeks to employ K2 Advisors, LLC to compile and
maintain its books and records and perform these accounting
services that were previously provided by CDC Software:

   a) oversight of financial reporting and required financial
      footnote disclosures;

   b) monitoring of balance sheets and P&L at legal entity level;

   c) non-standard accounting decisions, including entries for
      restructuring gains and losses on sale.

The hourly rates for individuals at K2 Advisors, LLC who may
provide services for the Debtor are:

         a) James R. Jennings          $275
         b) Marc Watson Jr.            $225

To the best of the Debtor's knowledge, K2 Advisors is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.


CHATSWORTH INDUSTRIAL: May 24 Hearing on Full-Payment Plan
----------------------------------------------------------
The bankruptcy judge has scheduled a hearing on May 24, 2012, at
9:30 a.m. to consider confirmation of Chatsworth Industrial Park
LP's Third Amended Plan of Reorganization.  Objections are due
May 10, 2012.

At a hearing on April 19, the Debtor presented to the bankruptcy
judge the Second Modification to its Second Amended Chapter 11
Plan.  At the directive of the bankruptcy judge, the Debtor filed
a Third Amended Chapter 11 Plan on April 27.

The Debtor won approval of the disclosure statement explaining the
Second Amended Chapter 11 Plan in February 2011.  But hearings on
the Plan and certain contested matters, including an objection by
secured creditor CSFB 2003-C4 Nordhoff Limited Partnership, have
been continued from time to time through a series of stipulations
between the Debtor and CSFB.

One voting class (Class 2A general unsecured creditors) voted to
accept the Second Amended Plan while two voting classes (Class 1
and Classes 2B, both held by CSFB) voted to reject the Plan.

According to the Second Modification, the Debtor has now obtained
an alternate source of funding, through Adler Realty Investments,
Inc. ("ARI"), which is willing to partner up with the Debtor and
provide funds to cure the CSFB loan in full pursuant to the
relevant provisions of the Bankruptcy Code, pay unsecured
creditors in full, and pay administrative claims in full, all on
the Effective Date of the Plan, in such amounts as are mutually
agreed to by the parties or ultimately determined by the Court,
rendering all classes of claims unimpaired and hence deemed to
have accepted the Plan.

The Debtor had requested that the Court affirm that the Second
Plan Modification does not adversely change the treatment of the
claim of any creditor who has not accepted in writing the
modification and that re-solicitation of votes from impaired
classes that previously voted to accept the Plan (i.e., Class 2
General Unsecured) is not necessary.

The Court's April 25, 2012 order, nonetheless, required the Debtor
to submit a Third Amended Plan, although it did not require a new
disclosure statement.  The Court ordered the Debtor to mail not
later than April 27 the notice of the confirmation hearing and the
ballots.  Voting, according to the order, shall be "without
prejudice that shall be without prejudice to the Debtor's
contention that all classes of claims under the previously filed
Second Plan Modification and the to-be-filed Third Amended Chapter
11 Plan are unimpaired and hence deemed to have accepted the Plan,
or to any contention that may be made by a creditor disputing such
characterization."

Ballots voting on the Plan must be received by the Debtor's
counsel by May 10.

A copy of the Third Amended Chapter 11 Plan is available for free
at http://bankrupt.com/misc/Chatsworth_3rd_Amended_Plan.pdf

A copy of the non-material modifications to the Second Amended
Plan is available for free at
http://bankrupt.com/misc/Chatsworth_2nd_Plan_Modifications.pdf

                    About Chatsworth Industrial

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-27368) on Dec. 23, 2009.  Judge Maureen Tighe
presides over the case.  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and $1 million to $10 million in debts.


CHEF SOLUTIONS: Debtor Wins Confirmation of Liquidating Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that more than 90 percent of creditors of Food Processing
Liquidation Holdings LLC voted in favor of the liquidating
Chapter 11 plan for the company that was previously known as
Chef Solutions Inc.  As a result, the U.S. Bankruptcy Judge in
Delaware signed a confirmation order on April 26 approving the
plan projected to give unsecured creditors with $32 million in
claims a recovery between 0.5 percent and 5 percent.

Creditor KB Pizza, Inc., prior to the hearing, filed an objection
to the Plan's confirmation.  K.B. Pizza complained that the Plan
does not provide for payment of K.B. Pizza's claim.   K.B. Pizza
explains that it did not know of the Debtors' filing and did not
become aware of the bar date until near date.

                      About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Oklahoma
City-based Chesapeake Energy Corp., including the corporate credit
rating to 'BB' from 'BB+', and lowered ratings on two related
entities -- Chesapeake Oilfield Operating LLC and Chesapeake
Midstream Partners L.P. "At the same time, we placed all these
ratings on CreditWatch with negative implications," S&P said.

"The downgrade and CreditWatch placement reflect our view that
recent revelations about personal transactions undertaken by
Chesapeake's CEO relating to the company's unusual Founder Well
Participation Program underscore shortcomings in Chesapeake Energy
Corp.'s corporate governance practices," said Standard & Poor's
credit analyst Scott Sprinzen. "Under the FWPP, Chesapeake's CEO,
Aubrey McClendon can, before the beginning of each year, elect to
take a small (up to 2.5%, subject to certain restrictions) working
interest in all of the wells Chesapeake drills during that year.
Recent press reports have revealed that Mr. McClendon has obtained
loans to fund his investments under the FWPP from third parties
(such as EIG Global Energy Partners LLC) who, at the same time,
were also significant participants in financing transactions with
Chesapeake. Mr. McClendon has also at times sold his interests in
certain fields, in conjunction with asset sales by Chesapeake. We
believe these transactions heighten the potential for unmanaged
and unmonitored conflicts of interest, or the perception thereof.
Under the terms of the FWPP, there has been no effective mechanism
to protect against conflicts of interest, in our view. Indeed,
Chesapeake has previously stated that the company does not review
or approve financings of Mr. McClendon's personal assets,
including his FWPP interests. It is our understanding that Mr.
McClendon has also been under no obligation to disclose his
dealings with third parties which also have lending, investment,
or advisory relationships with the company," S&P said.

"Chesapeake has announced that its board and Mr. McClendon have
committed to negotiate the early termination of the FWPP, which
otherwise would have expired at the end of 2015. The company also
announced that the Board is reviewing financing arrangements
between Mr. McClendon (and the entities through which he
participates in the FWPP) and any third party that has had a
relationship with the company in any capacity. The board has also
confirmed that it did not previously review, approve, or have
knowledge of the specific transactions engaged in by Mr. McClendon
or the terms of those transactions. In our view this represents a
significant governance deficiency," S&P said.

"Turmoil resulting from these developments -- and from potential
revelations resulting from the board investigation -- could hamper
Chesapeake's ability to meet the massive external funding
requirements stemming from its currently weak operating cash flow
and aggressive capital spending. Chesapeake's production is
heavily skewed toward natural gas, and natural gas prices are
severely depressed at this time. Although hedge-related gains had
been an important support to Chesapeake's earnings and cash flow
in recent years, the company terminated its natural-gas related
hedge positions in late 2011. Chesapeake is in the midst of an
extensive repositioning of its business mix, placing more emphasis
on production of crude oil and natural gas liquids (collectively,
liquids). The company's excellent drilling record and large
acreage positions in the most promising North American liquids-
rich basins afford confidence about its ability to make this
transition," S&P said.

"However, Chesapeake faces very large external funding
requirements to sustain the aggressive planned investment needed
to effect its strategic shift. In its investor presentation dated
April 17, 2012, Chesapeake gave guidance of total investment of
$10.9 billion to $12.4 billion in 2012, and $10.5 billion to
$12.3 billion in 2013. This guidance encompasses well costs on
proved and unproved properties, acquisition of unproved
properties, and investment in oilfield services and midstream
assets. Based on our estimates and price deck assumptions
(including natural gas price of $2.00/btu in 2012, $2.75 in 2013,
and $3.50 thereafter), we expect Chesapeake's funds from
operations to total only $3.4 billion to $3.8 billion in 2012 and
$5.4 billion to $5.8 billion in 2013, implying massive internal
funding shortfalls," S&P said.

"As part of our CreditWatch review, Standard & Poor's will take
account of the conclusions of the board's investigation; the terms
under which the FWPP is terminated; Chesapeake's ongoing capital-
raising initiatives; and potential changes to its growth strategy,
financial policies, and governance structure. At this time, we
cannot rule out further ratings downgrades of more than one notch;
for example, if we believe that asset monetization actions will
fall short of plans and that offsetting actions won't be taken to
preserve liquidity and  limit the increase in financial leverage,"
S&P said.

"The ratings on Chesapeake Oilfield Operating LLC and Chesapeake
Midstream Partners L.P. are constrained by our ratings on
Chesapeake, given the extent of Chesapeake's ownership control
over these entities, and the close business ties between
Chesapeake and these entities," S&P said.

"Over time, we could elevate Chesapeake Midstream Partners L.P.
ratings above those of Chesapeake Energy if it achieves greater
customer diversity and remains committed to conservative financial
policies. However, given the large list of future drop-down
candidates from Chesapeake, we do not anticipate any ratings
separation in the near term," S&P said.


CHINA TEL GROUP: Amends Loan Agreement with Isaac
-------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., entered into an Amended and Restated Loan Agreement
with Isaac Organization, Inc.  The Amendment amends the Agreement
to Extend and Increase First Line of Credit Loan Agreement and
Promissory Note, Cancel Stock Purchase Agreement, and Grant Option
in VN Tech Agreement entered into between the Company and Isaac on
Feb. 23, 2012.  The Extension Agreement extended the maturity and
increased the credit limit of a Line of Credit Loan Agreement and
Promissory Note entered into between the Company and Isaac on
July 1, 2011.  Pursuant to the Extension Agreement, the principal
balance of the Extended First Note was $7,425,101 as of Feb. 23,
2012, plus interest at the rate of 10% per annum from that date.
The maturity date of the Extended First Note was June 30, 2012.

Under the Amendment, the Extended First Note is cancelled and
substituted for fourteen promissory notes in the principal amount
of $500,000 each, plus one promissory note in the amount of
$425,101.  The maturity date of Amended Isaac Note #1 is April 30,
2012, and the maturity date of each succeeding Amended Isaac Note
#2-#15 is the 15th day and the last calendar day of each month in
succession after April 30, 2012.  Interest accrues on each Amended
Isaac Note at 10% per annum from Feb. 23, 2012.  The Company may
prepay any of the Amended Isaac Notes in whole or in part prior to
its maturity date without penalty.  The Amendment confirms the
cancellation of the previous Stock Purchase Agreement remains
cancelled.  All other terms of the Extension Agreement that are
not consistent with the Amendment are of no further force and
effect.  The Amendment recites that it has no effect on the Second
Line of Credit Loan Agreement and Promissory Note also entered
into between the Company and Isaac Agreement on Feb. 23, 2012.

A copy of the Amended Loan Agreement is available for free at:

                        http://is.gd/xrp13a

                      McEwen Promissory Note

On April 26, 2012, the Company granted a Line of Credit Promissory
Note to David S. McEwen in the principal amount of $ 1,052,631.
The disbursement amount of the McEwen Note is up to $1,000,000.
McEwen will retain from each disbursement a 5% holdback.  The
difference between the disbursement amount and the principal
amount represents the 5% holdback.  The maturity date of
the McEwen Note is April 25, 2013.  The Company may prepay the
McEwen Note in whole or in part prior to its maturity date without
penalty.  The McEwen Note bears interest on the unpaid principal
balance at 10% per annum.

A copy of the Promissory Note is available for free at:

                       http://is.gd/Cad2AB

                    Sale of Equity Securities

On April 27, 2012, the Company issued shares of its Series A
Common Stock to the following:

   -- 3,021,363 shares to Changewave, Inc., dba NBT Communications
      in full payment of the unpaid balance for services rendered
      pursuant to a consulting agreement between the Company and
      NBT entered into on May 6, 2011, and cancelled by the
      Company on Jan. 12, 2012.

   -- 6,666,667 shares to Alhamd Holding Company as consideration
      for the Company's acquisition of 75% of the capital stock of
      Zapna, ApS completed on April 3, 2012.

   -- 10,000,000 shares to Lou Hongye as consideration for the
      Company's acquisition of 75% of the capital stock of VN Tech
      Investment, Ltd. (HK) completed on April 22, 2012.

   -- 33,693,197 Shares and 33,693,197 warrants to Isaac
      Organization, Inc., in payment of Amended Isaac Note #1 due
      April 30, 2012.  Each warrant has an exercise price of
      $0.0151 and an exercise term of three years.

                          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, in the untimely filed Form 10-K, 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.


CLARE AT WATER TOWER: Sale-Based Chapter 11 Plan Confirmed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chicago Senior Care LLC is in a position to complete
acquisition of The Clare at Water Tower, an upscale 334-unit high-
rise continuing-care retirement community in Chicago.  The U.S.
Bankruptcy Judge in Chicago approved the reorganization plan for
the facility on April 27.

The report relates that all voting classes were in favor of the
plan.  Chicago Senior Care had contracted before an auction to buy
the facility for $29.5 million cash.  The buyer is a venture among
Senior Care Development LLC, Fundamental Advisors LP, and Life
Care Companies LLC.  Assuming the facility were sold at the
original price, the disclosure statement told holders of
$232.8 million in secured bonds that they should recover 15%.
Current and former residents are being offered a modified program
for repaying their deposits when they leave the facility.  The
disclosure statement says that the existing refund policy is above
the market and inhibited sale of the project unless modified.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56,778,671 in assets and $321,747,63 in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


CLINTONDALE COMMUNITY: Moody's Affirms 'Ba3' GOULT Debt Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 on Clintondale
Community Schools' (MI) $3 million of outstanding Moody's rated
general obligation unlimited tax debt. Concurrently, a negative
outlook is assigned.

Summary Rating Rationale

The bonds are secured by the district's general obligation
unlimited tax pledge. The Ba3 rating reflects the district's
consecutive years of operating deficits with negative General Fund
balances, limited revenue raising flexibility, stressed financial
operations with unlikelihood of meeting deficit elimination
targets, weak economy with declining taxable valuations and
population, declining enrollment, and high debt burden. The
assignment of the negative outlook is based on uncertainties
regarding the fiscal 2013 budget and beyond that may significantly
impact finances.

Strengths

- State's constitutional obligation to pay debt service of bonds
qualified for the School Bond Qualification and Loan Program

- Improved operations in fiscal 2011, despite falling below
budgeted projections

- Stabilization of automotive industry

Challenges

- Continued stressed operations; expenditures continue to outpace
revenues

- Inability to meet fiscal targets per Deficit Elimination Plan
(DEP)

- Reliance on cash flow borrowing for operations; extremely
limited liquidity

- Declining tax base and population which may lead to enrollment
declines

Outlook

The assignment of the negative outlook is based on that negative
variances may continue. In addition, the negative outlook reflects
the uncertainty regarding the fiscal 2013 budget and events that
may impact both the budget and district's ability to achieve
deficit eliminations.

WHAT COULD CHANGE THE RATING UP (or removal of the negative
outlook):

- Material operating surpluses that will carry forward to future
budgets and reduce the district's deficit fund balance

- Successful implementation and realization of updated Deficit
Elimination Plan in timely manner

- Stabilization of local economy and tax base

WHAT COULD CHANGE THE RATING DOWN:

- Continued operating shortfalls resulting from negative budget
variances yielding larger deficits in the General Fund

- Inability to reduce deficit position in the General Fund and/or
reduce reliance on cash flow borrowing

- Reductions in state aid and/or inability to implement a
feasible DEP, resulting in continued declining revenues and
increasing pressure on district operations

- Further economic deterioration, and declining enrollment

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CINEMARK USA: S&P Raises Rating on Senior Secured Debt to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Cinemark USA Inc.'s senior secured debt to '1', indicating an
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default, from '2' (70% to 90% recovery
expectation). "We raised the issue-level rating on this debt to
'BB+' (two notches higher than the 'BB-' corporate credit rating
on holding company parent Cinemark Holdings Inc.) from 'BB', in
accordance with our notching criteria for a '1' recovery rating,"
S&P said.

"At the same time, we also revised our recovery rating on the
company's 8.625% senior unsecured notes to '5', indicating our
expectation of modest (10% to 30%) recovery for senior unsecured
lenders in the event of a payment default, from '6' (0% to 10%).
We raised the issue-level rating on this debt to 'B+' (one notch
lower than the 'BB-' corporate credit rating) from 'B', in
accordance with our notching criteria for a '5' recovery rating,"
S&P said.

"The recovery rating revisions reflect a change to our estimated
EBITDA at default and emergence valuation under our simulated
default scenario," explained Standard & Poor's credit analyst
Jeanne Shoesmith. "Although our assumed distressed EBITDA multiple
is unchanged at 5.5x, the change to our default EBITDA assumption
resulted in a higher gross emergence enterprise value than in our
previous analysis."

"All other issue-level ratings on Plano, Texas-based Cinemark's
debt were affirmed, as was our 'BB-' corporate credit rating on
the company. The rating outlook is stable," S&P said.

"The 'BB-' corporate credit rating reflects our expectation that
leverage and capital spending will remain relatively high, but
that Cinemark will continue to be among the most profitable
theater chains. We consider the company's business risk profile to
be 'fair' (based on our criteria) because of the company's
consistent operating performance despite the inherent
unpredictably of the movie business. Relatively high leverage and
aggressive capital spending plans underpin our view that
Cinemark's financial risk profile is 'aggressive.' Although we
expect that Cinemark will continue to outperform its U.S. peers
and maintain industry-leading EBITDA margins, it operates in the
movie exhibition industry, which we consider both mature and
driven by the success of hit films. We believe these dynamics will
result in the company achieving low-single-digit percentage
revenue growth, on average, over the long term, with mid-single-
digit EBITDA growth and flat to slightly lower leverage," S&P
said.

"Cinemark is the third-largest movie exhibitor in the U.S., by
revenue, with a significant presence in Latin America that is
supporting growth. Our assessment of Cinemark's business risk
profile as 'fair' stems from the industry's exposure to the
fluctuating popularity of Hollywood films and proliferating
entertainment alternatives. Additional risks include a shortening
interval between theatrical and lower-priced video-on-demand (VOD)
or DVD release, and consumer resistance to higher 3-D ticket
prices that we expect will pressure theater attendance over the
long term. Cinemark has a high-quality circuit, having resisted
building oversized theaters, which have excess capacity during
shoulder seasons of lower release activity. Moreover, Cinemark has
not acquired underperforming properties to the extent that its
more acquisition-oriented competitors have. As a result, its
EBITDA margin compares favorably to peers'," S&P said.

"Under our base-case scenario for 2012, we expect revenue and
EBITDA to grow at a mid-single-digit rate, with most of the growth
driven by increased international attendance, low-single-digit
growth in ticket prices, and strong domestic box-office
performance in the first quarter of the year. We expect
international attendance to grow at a high-single-digit rate in
2012, resulting from increased utilization and theater expansion.
We envision flat to minimally higher concession prices, and we
assume stable concession sales per patron volume. We expect the
EBITDA margin to remain relatively stable, and continue to
outperform peers', despite moderate increases in concession costs.
We see ongoing risk to attendance from studios releasing films to
premium VOD platforms within the traditional theatrical release
period," S&P said.


COMMUNICATION INTELLIGENCE: Closes $1 Million Bridge Financing
--------------------------------------------------------------
Communication Intelligence Corporation had closed a new round of
funding with a number of existing, as well as new, investors to
provide working capital.

The financing totaled $1 million in gross proceeds from the
issuance of unsecured promissory notes and warrants to purchase
five million shares of common stock at a price of $0.05 per share.
The transaction closed on April 23, 2012, and is in addition to
the $1 million in notes and warrants raised by the Company in
September and December 2011.  The notes will automatically convert
into CIC's next round of equity financing.

"This additional round of financing reflects our investors'
ongoing support of CIC and represents a continued vote of
confidence in the steady progress shown by the Company since the
management transition in late 2010," stated Philip Sassower, CIC's
Chairman and Chief Executive Officer.  "We are also pleased to
welcome a number of new investors in our effort to expand the
Company's shareholder base.  In an attempt to prevent excessive
dilution and to optimize the timing of our next round of equity
funding, we decided to delay a next equity round and plan to issue
a new class of preferred in conjunction with the Company's annual
shareholder meeting."

"These funds enable CIC to continue on its path of high-leverage
technology investments in support of SaaS revenue streams," stated
William Keiper, CIC's President and Chief Operating Officer.  "We
will continue to develop and deliver the high security,
enterprise-level electronic signature solutions required by major
insurance carriers and financial institutions.  We have made solid
gains over the past year and anticipate more progress in the
remainder of 2012."

                 About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

For 2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern.  The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.

The Company reported a net loss of $4.50 million for 2011,
compared with a net loss of $4.16 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.79 million
in total assets, $3.15 million in total liabilities, and a
stockholders' deficit of $357,000.


COMMUNICATIONS CORP: Moody's Assigns 'B3' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") and a B3 Probability of Default Rating ("PDR") to
Communications Corporation of America ("CCA"). Moody's also
assigned B2, LGD3 - 38% ratings each to the company's proposed $5
million 1st Lien Senior Secured Revolver and $157.5 million 1st
Lien Senior Secured Term Loan. Proceeds from the new term loan
along with a proposed $35 million 2nd Lien term loan (unrated)
will be used primarily to refinance existing unrated debt. The
rating outlook is stable.

Assignments:

   Issuer: Communications Corporation of America

      Corporate Family Rating: Assigned B3

      Probability of Default Rating: Assigned B3

        New $5 million 1st Lien Senior Secured Revolver: Assigned
        B2, LGD3 -- 38%

        New $157.5 million 1st Lien Senior Secured Term Loan:
        Assigned B2, LGD3 -- 38%

Outlook Actions:

   Issuer: Communications Corporation of America

     Outlook is Stable

Ratings Rationale

The B3 corporate family rating reflects CCA's very high pro forma,
2-year average debt-to-EBITDA leverage of approximately 6.8x at
the end of 12 months from closing (including Moody's standard
adjustments, or 6.5x net of cash), increasing fragmentation of
media outlets, the cyclical and mature nature of television
advertising demand, concentration of network affiliations with
Fox, as well as the company's lack of national scale and revenue
concentration in Louisiana and Texas (more than 90% of revenues).
Since emerging from bankruptcy, new management established
centralized program distribution and rationalized operating costs
to bring EBITDA margins above 37% in 2010 and 2011 compared to
EBITDA margins of less than 30% in prior years. The B3 rating
reflects free cash flow-to-total debt ratios of 5% or more and
incorporates the accrual of PIK interest (LIBOR + 15%) on $35
million of unrated 2nd lien debt as well as margin erosion
reflecting expected increases in reverse compensation payments.
The average $6.3 million of accrued interest in each of the first
two years offsets expected term loan repayments resulting in only
a modest decrease in debt balances. Absent the ability to PIK
interest payments, free cash flow-to-total debt would be reduced
to roughly 2%. The company is weakly positioned in the B3 rating
category as the absence of #1 or #2 revenue rankings for the
stations (nine of ten stations are ranked #3 or below) puts
downward pressure on ratings. Ratings are supported by good EBITDA
margins, a moderate increase in non-cyclical cash flow benefits in
the near term from retransmission agreements (net of reverse
compensation payments), and, to a lesser extent, incremental
political revenues in the second half of 2012. Core revenues and
EBITDA are expected to grow in the low to mid-single digit range
over the rating horizon. Beyond the rating horizon, Moody's
believes CCA will be pressured to grow ad revenues or negotiate
higher retransmission fees to offset expected increases in reverse
compensation payments. Accordingly, Moody's believes it is
important that free cash flow be used to reduce debt balances to
maintain debt ratings and improve credit metrics. Liquidity is
expected to be adequate.

The stable outlook assumes successful refinancing of current
credit facilities and reflects Moody's view that revenue and
EBITDA from Louisiana and Texas will remain in line with
expectations. The outlook also incorporates Moody's expectation
that free cash flow-to-debt ratios will remain at 5% or more and
that 2-year average debt-to-EBITDA ratios will improve from
current levels with increasing retransmission revenues offsetting
expected increases in reverse compensation payments over the next
12-18 months.

Ratings could be downgraded if 2-year average debt-to-EBITDA
ratios are sustained above 7.0x after 2012 due to performance
deterioration in one of CCA's key markets or due to PIK accretion
on the 2nd lien notes, debt financed acquisitions, or shareholder
distributions. Deterioration in liquidity could also result in a
downgrade. Ratings could be upgraded if 2-year average debt-to-
EBITDA ratios are sustained below 5.75x and Moody's expects that
leverage will continue to decline, despite the potential for
accruing interest expense, with free cash flow-to-debt ratios
remaining above 7%. Liquidity would also need to remain adequate.

The principal methodology used in rating Communications
Corporation of America was the Global Broadcast Industry
Methodology published in June 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Communications Corporation of America is a television broadcaster
owning or operating television stations (owns 10 primary signals
and operates another 6 primary stations under SSA arrangements),
in small and medium-sized markets ranked #83 to #179 largely
clustered in Louisiana and Texas, plus one station in Indiana.
Approximately 48% revenues are generated by Fox affiliated
stations and 38% by NBC affiliates with the remainder from CBS and
non-Big Four networks. CCA filed chapter 11 in June 2006 and
emerged in October 2007 resulting in the restructuring of roughly
$425 million of debt. Former debt holders became shareholders
including Silver Point Capital which owns 76% of outstanding
shares and with various funds of Pyxis Capital (fka Highland
Funds) holding 23% of shares. Headquartered in Lafayette,
Louisiana, CCA reported net revenues of approximately $75 million
for the 12 months ended December 2011.


COMMUNICATIONS CORP: S&P Assigns 'B' Prelim Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Lafayette, La.-based
TV broadcaster, Communications Corporation of America its
preliminary 'B' corporate credit rating. The rating outlook is
stable.

"At the same time, we assigned the company's proposed first-lien
credit facilities a preliminary issue-level rating of 'B' (at the
same level as the preliminary 'B' corporate credit rating) with a
recovery rating of '4', indicating our expectation of average (30%
to 50%) recovery for lenders in the event of a payment default. We
expect the first-lien credit facilities to consist of a $5 million
revolving credit facility due 2017 and a $157.5 million senior
secured term loan B due 2019," S&P said.

"The company is also planning to issue $35 million of second-lien
debt that will be held by its sponsor, Silver Point Capital (which
we will not rate), along with $7.5 million in common equity. The
company plans to use the proceeds of the financing to repay its
existing debt, accrued interest, and transaction fees and
expenses," S&P said.

"The preliminary 'B' corporate credit rating reflects our
expectation that, despite high leverage, CCA will be able to
maintain adequate liquidity over the intermediate term. We view
the company's business risk profile as 'weak', given its high
geographic and network affiliate concentration, its generally
lower audience rankings within its served markets compared to
peers, and the potential for advertising cyclicality. We view
CCA's financial risk profile as 'highly leveraged,' based on its
high pro forma debt-to-EBITDA ratio of 8.0x (adjusted for
operating leases and including one time charges)," S&P said.

"CCA owns or operates 25 local TV stations (including eight
digital sub-channels), primarily located in Louisiana and Texas,
leaving the company vulnerable to any volatility in the local Gulf
Coast economies. The significant majority of its revenue comes
from its Fox and NBC network affiliates and, as a result, the
company is susceptible to any declines in the two networks'
audience ratings. The company's TV stations are generally ranked
No. 3 or No. 4 in their markets in terms of audience ratings from
sign-on to sign-off. Nevertheless, the company's newscasts are
generally lower rated, which contributes to a lower share of
political advertising in its markets. Despite these factors, the
company's EBITDA margin (was 32% in 2011, which compares favorably
with larger-market peers. We believe this is due to the company's
cost-management efforts over the past few years, focused on
reducing news costs, production expenses, and programming fees.
The company now produces news in-house in three centralized
locations, which support multiple adjacent markets to reduce news
production costs," S&P said.

"Under our base-case scenario, we expect revenue to increase at a
low to mid-teens percentage rate in 2012, led by low-single-digit
core ad revenue growth, modest political advertising, and a
meaningful boost in retransmission consent revenue due to carriage
renewals completed in 2011. Over time, we expect the contribution
margin from retransmission consent revenue to decline as network
affiliate agreements come up for renewal, and broadcast networks
seek reverse compensation. Based on our revenue assumptions and
only modest growth in operating costs, we expect EBITDA to
increase at a high-teens to low-20% rate in 2012 as the EBITDA
margin increases slightly," S&P said.


COMMUNITY FIRST: Has Written Agreement with FRB Atlanta
-------------------------------------------------------
The Federal Reserve Bank of Atlanta and Community First, Inc.,
entered into a Written Agreement pursuant to which, among other
things, the Company has agreed that:

    (i) its board of directors will take appropriate steps to
        fully utilize the Company's financial and managerial
        resources to serve as a source of strength to Community
        First Bank & Trust, a wholly-owned subsidiary of the
        Company, including, but not limited to, taking steps to
        ensure that the Bank complies with the Consent Order
        entered into with the Federal Deposit Insurance
        Corporation on Sept. 20, 2011, and any other supervisory
        action taken by the Bank's federal or state regulator;

   (ii) the Company will not declare or pay any dividends without
        the prior written approval of the FRB and the Director of
        the Division of Banking Supervision and Regulation of the
        Board of Governors of the Federal Reserve System;

  (iii) the Company will not directly or indirectly take dividends
        or any other form of payment representing a reduction in
        capital from the Bank without the prior written approval
        of the FRB;

   (iv) the Company and its nonbank subsidiaries will not make any
        distributions of interest, principal, or other sums on
        subordinated debentures or trust preferred securities
        without the prior written approval of the FRB and the
        Director;

    (v) the Company and its nonbank subsidiaries will not,
        directly or indirectly, incur, increase, or guarantee any
        debt without the prior written approval of the FRB;

   (vi) the Company will not, directly or indirectly, purchase or
        redeem any shares of its stock without the prior written
        approval of the FRB;

  (vii) within 60 days of the Agreement, the Company will submit
        to the FRB an acceptable written plan to maintain
        sufficient capital at the Company on a consolidated basis;
        and

(viii) within 60 days of the Agreement, the Company will submit
        to the FRB a written statement of its planned sources and
        uses of cash for debt service, operating expenses and
        other purposes for 2012 and again one month prior to each
        calendar year subsequent to 2012.

The Company is also required to comply with certain notice and
approval requirements in connection with director and senior
executive officer appointments and is subject to certain
restrictions on indemnification and severance payments.  In
addition, the Company must submit quarterly progress reports to
the FRB.

A copy of the Agreement is available for free at:

                       http://is.gd/SMBjPq

                      About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$616.8 million in total assets, $607.2 million in total
liabilities, and stockholders' equity of $9.6 million.


CONTRACT RESEARCH: Alston & Bird OK'd to Give Commercial Advice
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Contract Research Solutions, Inc., et al., to employ Alston & Bird
LLP as special counsel to provide general commercial and
regulatory advice that will be required during the Chapter 11
cases.

As reported in the Troubled Company Reporter on April 17, 2012,
Alston & Bird has been representing the Debtors and serving as
outside general counsel since March 2010.

Alston & Bird is not owed any fees or expenses with respect to
prepetition services.  Before the Petition Date, Alston & Bird
received a replenishing retainer.  As of the Petition Date, Alston
& Bird has a remaining credit balance of $10,555 in favor of the
Debtors for services and expenses to be incurred.

To the best of the Debtors' knowledge, the firm does not represent
or hold any interest adverse to the Debtors or its estates.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Carl Marks Approved as Restructuring Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Contract Research Solutions, Inc., and its debtor-affiliates seek
to employ Carl Marks Advisory Group LLC as restructuring advisors.

As reported in the Troubled Company Reporter on April 10, 2012,
the Debtors will pay CMAG a fixed fee of $145,000 per full month.
CMAG will also be paid $600 per hour for services to be provided
by certain additional personnel, up to a maximum of 40 hours over
the entire engagement, but only as requested by Cetero in a
separate writing.

Before the petition date, CMAG received $50,000 as retainer.

Cetero also has agreed to indemnify the firm.

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

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Can Hire Stikeman Elliot as Canadian Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Contract Research Solutions, Inc., et al., to employ Stikeman
Elliot LLP as Canadian counsel.

As reported in the Troubled Company Reporter on April 5, 2012, the
Court issued an order authorizing Contract Research to act as
foreign representative of Cetero in any judicial or other
proceeding in a foreign country, including in Canada.

CRS is also authorized and has been given the power to act in any
way permitted by the Companies' Creditors Arrangement Act in
Canada or other applicable foreign law, including seeking
recognition by the Ontario Superior Court of Justice (Commercial
List) of the Chapter 11 cases and certain orders by the U.S.
Bankruptcy Court.

The Court order also indicated that the Court requested the aid
and assistance of the Ontario Court to recognize the Chapter 11
case as a "foreign main proceeding" and CRS as "foreign
representative" pursuant to the CCAA.

Stikeman has represented Cetero as outside general counsel in
Canada since 2006, and acted in the context of CRS's acquisition
of Allied Research International, which deal closed in March 2007.

Guy P. Martel, Esq., a member at Stikeman, attests that his firm
does not hold any adverse interest to the estate, and is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).

Stikeman will charge Cetero for its services on an hourly basis at
these rates: C$475 to C$1,000 for partners and counsel; C$275 to
C$700 for associates; C$150 to C$390 for paraprofessionals.

The professionals expected to work on the Debtor's case and their
hourly rates are:

     John Leopold, Esq.     Partner - Corporate     C$975
                            and Commercial

     Sophie Lamonde, Esq.   Partner - Corporate     C$625
                            and Commercial

     Guy P. Martel, Esq.    Partner - Insolvency    C$625
                            and Restructuring

     Danny Duy Vu, Esq.     Associate - Insolvency  C$410
                            and Restructuring

     Kathryn Esaw, Esq.     Associate - Insolvency  C$410
                            and Restructuring

Mr. Martel disclosed that Stikeman received C$529,335 from Cetero
during the one year period prior to the bankruptcy filing.
Stikeman also received an advanced payment to cover anticipated
fees for the period through the petition date for all professional
services performed and expenses incurred.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Hearing on Further Cash Access Today
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware previously
approved a stipulation extending time periods relating to interim
order authorizing Contract Research Solutions, Inc., et al., to
(i) obtain postpetition secured financing, and (ii) access the
cash collateral of the prepetition secured parties.

The stipulation provides for, among other things:

   1. the interim period set forth in the interim order will be
modified to (i) the entry of a final order, and (ii) May 2, 2012;
and

   2. the final hearing will be modified to May 1, at 3:00 p.m.,
or such later date as scheduled by the Court without any further
notice or order.

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

As reported in the Troubled Company Reporter on March 30, 2012,
the Debtors won an interim order authorizing them to obtain
postpetition secured financing and utilize cash collateral
securing their obligations to the prepetition lenders.

The DIP lenders have committed to provide up to $15 million under
a senior secured, super-priority, non-amortizing revolving credit
facility.  Freeport Financial LLC serves as the sole lead arranger
and bookrunner, and as administrative agent and collateral agent.

Under the Interim DIP Order, the Debtors may use up to
$2.4 million of the DIP funds.

Freeport is the agent under the Debtors' prepetition first lien
and second lien credit facilities.  As of the petition date, the
Debtors owed $115.8 million under the first lien facility,
comprised of $5 million in principal amount of US revolving loans;
$75 million in principal amount of US term loans; and $35.8
million in principal amount of Canadian term loans.

Freeport serves as the US agent under that facility while Bank of
Montreal, serves as the Canadian agent.

As of the petition date, the Debtors owed $25 million under the
second lien facility.

The DIP facility also provides for the roll up of $15 million of
US Term Loan B.

The Debtors have prepared a rolling 14-week cash flow budget.

The DIP facility and the cash collateral use will expire on the
earliest of June 29; the closing of the sale of substantially all
of the Debtors' assets; or the filing of a chapter 11 plan that is
not consented by the DIP lenders.  The DIP agreement permits the
secured lenders to credit bid.

                      Committee's Objection

The Official Committee of Unsecured Creditors in the Chapter 11
cases of the Debtors, has asked that the Court deny the Debtors'
request stating that the approval will dictate only one path in
these cases -- the handing over of control in these cases to the
Debtors' Prepetition Secured Lenders, who are also the DIP Lenders
well as the stalking horse purchaser, to the detriment of all
other creditor constituencies -- or more precisely stated, the
Prepetition Secured Lenders using the Chapter 11 process to
foreclose on their purported collateral without paying all of the
freight of the Chapter 11 process by taxing other creditor
constituencies.

According to the Committee, the Debtors do not need to borrow
$30 million in order to fund the operations postpetition,
particularly given the expedited sale timeframe approved for a
sale of the entire company -- bids are due in less than a month
(or by May 11, 2012) and the sale approval hearing is set for
May 17, 2012.  Half of the proposed $30 million DIP Facility, or
$15 million, will be used to pay-down the Prepetition First Lien
Indebtedness as a "roll up".  An additional $2.2 million is
allocated to the payment of the DIP Lenders' fees/interest and
professionals.

The Committee asserted that, among other things:

   -- the DIP facility is nothing more than a mechanism for the
professionals and insiders to line their pockets;

   -- the Court must not authorize the Debtors to grant a lien on
avoidance actions or other unencumbered collateral;

   -- the prepetition secured parties are not entitled to adequate
protection the proposed rolling up of $15 million of prepetition
debt under the DIP facility is unjustified and unreasonable; and

   -- the secured lenders must not be permitted to credit bid.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CRYOPORT INC: Amends Form S-1 for 55.7-Mil. Shares Offering
-----------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-1 relating to the
offering by certain existing holders of up to 55,705,100 shares of
the Company's common stock, par value $0.001 per share, including
31,418,823 shares of the Company's common stock issuable upon
exercise of the warrants held by those selling security holders.

This prospectus also relates to the issuance of 1,666,667 shares
of common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units and the
resale of those shares of common stock.

The Company's common stock and Traded Warrants are currently
traded on the OTCQB, operated by the OTC Markets Group, Inc.,
under the symbols "CYRX" and "CYPTW.  As of April 16, 2012, the
closing sale price of our common stock and Traded Warrants were
$0.52 per share and $0.15 per Traded Warrant, respectively.

A copy of the amended prospectus is available for free at:

                        http://is.gd/LBwal4

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities, and
$620,900 in total stockholders' equity.


DAVID ANDERSON: Must File Motion to Estimate Claims by May 14
-------------------------------------------------------------
Victoria Place LLC and James Lessley seek relief from the
automatic stay in the Chapter 11 case of David M. Anderson.
Relief would allow them to resume proceedings in state court
against Mr. Anderson and other defendants on multiple claims
ranging from breach of contract to misrepresentation to fraud.  In
opposition to the motion for relief, Mr. Anderson argues he is
trying to move the case along quickly, has filed a draft proposed
plan and disclosure statement, and proposes to seek estimation of
the claims of Mr. Lessley and Victoria Place to speed the process
along.

As of the most recent hearing on the relief from stay motion, the
debtor had not filed a motion to estimate.  However, the debtor
invoked his intent to do so in opposition to the stay relief
motion.  That gives rise to the question of whether the claims of
Mr. Lessley and Victoria Place are amenable to estimation under
11 U.S.C. Sec. 502(c).  To be amenable, they must be either
contingent or unliquidated.

To decide the relief from stay motion, Chief Judge Peter W. Bowie
said the Court needs to resolve whether estimation is available to
the debtor and whether it will advance confirmation of a plan of
reorganization.  Accordingly, Mr. Anderson will file and serve a
motion to allow estimation -- focused on the issues of contingency
and liquidation, not amount -- on or before May 14, 2012.  Mr.
Lessley and Victoria Place will file and serve any opposition to
the motion they may have on or before May 29.  The Debtor may file
and serve a reply on or before June 5.  Hearing on the motion to
allow estimation will be held on June 18 at 11 a.m., before the
Court.  In the meantime, the automatic stay will remain in full
force and effect pending further Court order.

A copy of the Court's April 23, 2012 Order is available at
http://is.gd/vNufrEfrom Leagle.com.

David M. Anderson filed for Chapter 11 bankruptcy (Bankr. S.D.
Calif. Case No. 12-00026) on Jan. 3, 2012.


DELPHI CORP: Ex-Employee Seeks Extension of Disability Benefits
---------------------------------------------------------------
James B. Sumpter relates that DPH Holdings Corp., formerly Delphi
Corp., sent certified letters to disabled retirees and disabled
employees to inform them that the Company is discontinuing its
Extended Disability Program and Supplemental Disability Program.
The letter also sought to induce the disabled beneficiary to
accept a lump sum payment that is approximately 50% of what is due
each disabled beneficiary through the end of their disability
eligibility, which in most cases continues to the end of the month
the beneficiary turns age 66.

Mr. Sumpter alleges that the benefit termination letter and the
lump sum offer were crafted in such way so as to lead the Disabled
Benefits to believe that there is no option but to take the lump
sum.  He asserts that accepting the terms of the termination
letters will reduce disability payments to beneficiaries to about
50% of what they are entitled.  For many beneficiaries, the lump
sum payment will cause an additional loss because of the change in
tax bracket and the increased income tax liability, he points out.
The lump sum payment will also cause Disabled Beneficiaries, who
also receive Medicare to have substantial premium increases for
2013, he asserts.  For those reasons, Delphi has failed to meet
its fiduciary responsibility to disabled beneficiaries, he
insists.

Accordingly, Mr. Sumpter asks the Court to affirm that:

  (a) the Disability Benefits for current beneficiaries are
      vested and, as a result, they are exempt from Article III
      - Section 8.1(a) of the Modified First Amended Joint Plan
      of Reorganization; and

  (b) DPH Holdings' obligation to pay the Vested Disability
      Benefits can not be terminated by DPH.

Mr. Sumpter subsequently asks the Court to enter a preliminary
injunction that orders DPH Holdings to suspend any action related
to the termination of the Extended Disability Program and
Supplemental Disability Program for currently disabled Salaried
Employees and Salaried Retirees.  Absent the preliminary
injunction, all monthly disability payment to beneficiaries will
cease and disabled beneficiaries will lose all disability benefits
if they reject the lump sum offer or be forced to involuntarily
sign a contract to receive the lump-sum payment at the expense of
50% of their benefit, Mr. Sumpter stresses.

Mr. Sumpter further asks the Court to move back the deadline to
object to the Vesting Motion to May 3, 2012; and the deadline to
reply to the objections to May 10.  The hearing on the Vesting
Motion will still be on May 24.  Mr. Sumpter says he will undergo
a knee replacement surgery and will not be able to read the
Reorganized Debtors' response, which is currently due May 17.

Moreover, Mr. Sumpter responded to Cynthia Haffey, Esq., at Butzel
Long, in New York, counsel to the Reorganized Debtors' April 17,
2012 e-mail to the Court.  He asserts that Ms. Haffey has
abandoned all efforts regarding the schedule of the Vesting Motion
and has chosen to accuse him of "abusing DPH and the Court."  He
explains that he did not pursue the calendar issue or the
injunction issue without giving thought to Court procedure.  He
thus asks the Court to deny Ms. Haffey's request for a sua sponte
dismissal.

                       About Delphi Corp.

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

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

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

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

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

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

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


DELTA PETROLEUM: Taps Pinckney Harris as Special Conflicts Counsel
------------------------------------------------------------------
Delta Petroleum Corporation, et al., filed an application asking
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Pinckney, Harris & Weidinger, LLC as special
conflicts counsel.

Donna L. Harris, a member of PHW, tells the Court that the hourly
rates of the firm's personnel are:

         Attorneys                  $275 - $400
         Paralegal Staff               $170

Ms. Harris relates that to date, PHW has received no payment or
compensation from the Debtors of any kind.

Ms. Harris assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing on May 1, 2012, at 11:00 a.m. (ET) on PHW's employment
has been set.

                       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' 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.


DJ CHRISTIE: Court Directs Bond Insurer to Keep Proceeds
--------------------------------------------------------
Washington International Insurance Company seeks relief from stay
under 11 U.S.C. Sec. 362(d)(1) to allow it to comply with
competing orders regarding turnover of the proceeds of a
supersedeas bond posted in prepetition litigation involving DJ
Christie, Inc.  The Debtor and Alan E. Meyer and John R. Pratt
oppose the Motion.

Washington International's Motion is one part of extensive
litigation involving the Debtor, David J. Christie, and Alex W.
Glenn, and Dovetail Builders 2, L.L.C., Mr. Meyer and Mr. Pratt.

In an April 26, 2012 Memorandum Opinion and Judgment available at
http://is.gd/8ZYFyrfrom Leagle.com, Bankruptcy Judge Dale L.
Somers denied Washington International's Motion.  Washington is
barred from disbursing the bond proceeds to any entity and must
hold the proceeds pending further Court order.

Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011.
Judge Dale L. Somers presides over the case.  Kathryn E. Sheedy,
Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and under $1 million in debts.
The petition was signed by David J. Christie, its president.


DJ CHRISTIE: Bankr. Court Won't Supplant District Court Order
-------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied a request by DJ Christie,
Inc., for an order under 11 U.S.C. Sec. 105 to prohibit Alan E.
Meyer and John R. Pratt from obtaining possession of stock shares
of the Debtor owned by David J. Christie and collecting on the
supersedeas bond.  Both of the actions which the Debtor seeks to
stay arise from Messrs. Meyer and Pratt's attempts to execute on a
judgment of the United States District Court for the District of
Kansas, case no. 07-CV-2230-CM, in which Messrs. Meyer and Pratt
obtained a judgment against the Debtor and two nondebtor
individuals, Mr. Christie and Alex W. Glenn, in the amount of
$7,170,603 plus $100 punitive damages and costs.  The result of
the requested relief would be to stay the effectiveness of
postjudgment orders in the Federal Court Litigation.  Because the
Court finds that the conditions for issuance of a stay are not
present, the Motion is denied, Judge Somers said in an April 26,
2012 Memorandum Opinion and Judgment available at
http://is.gd/PDoDh2from Leagle.com.

"In this case, issuance of the requested injunction would be
contrary to the public interest.  Debtors, although framing the
request as an injunction against certain acts of Meyer and Pratt,
are in effect asking this Court to enjoin orders issued by the
district court.  The public interest of comity between the
district court and the bankruptcy court would not be served.
Debtor by filing this bankruptcy case has elected to litigate
issues relating to the satisfaction of the Judgment, including
rights to the Bond and the Stock, in the bankruptcy court, even
though the issues were or could have been placed before the
district court.  Having made the choice to involve a second forum,
this Court will not now enter an order under Sec. 105 rendering
ineffective orders entered in the district court action which
Debtor finds objectionable," Judge Somers said.

Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011.
Judge Dale L. Somers presides over the case.  Kathryn E. Sheedy,
Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and under $1 million in debts.
The petition was signed by David J. Christie, its president.


DYNEGY INC: Reaches Deal With Holdings' Creditors
-------------------------------------------------
Dynegy Inc. has reached an agreement in principle with creditors
holding over $2.5 billion of claims against Dynegy's subsidiary,
Dynegy Holdings, LLC.

The agreement in principle contemplates the resolution of all
disputes, claims and causes of action between DH and Dynegy. The
terms of the agreement in principle will be implemented through a
settlement agreement to be filed in DH's Chapter 11 case, and in
amendments to DH's Chapter 11 plan, which would be subject to a
formal creditor vote and confirmation by the bankruptcy court.

Under the agreement in principle, (A) DH's unsecured creditors
would receive common equity in the reorganized company in lieu of
the new senior secured notes and preferred stock contemplated by
the current plan; (B) the cash to be distributed to creditors
under the revised plan would be reduced to $200 million; and (C)
all disputes relating to the Roseton and Danskammer leases would
be resolved by awarding US Bank, as trustee for the trust
certificates issued in connection with the leases (the Lease
Notes), a fixed allowed unsecured claim. Parties to the proposed
agreement include an ad hoc group of holders of DH's senior notes,
PSEG, US Bank and certain holders of the Lease Notes.  The
agreement in principle does not include any holders of DH's $200
million of subordinated capital income securities due 2027 (the
Subordinated Notes).

"This agreement in principle recognizes the continuing decline in
natural gas prices and the associated impact this has on our
business while also addressing all of the complex issues raised by
the Examiner's report regarding potential claims between the DH
estate and Dynegy, which may otherwise have taken years to
resolve.  We are pleased that the parties have taken a pragmatic
approach and have the Company back on track to put the DH Chapter
11 case behind it during the third quarter of 2012," Robert C.
Flexon, President and Chief Executive Officer of both Dynegy and
DH, said in an April 4 statement.

The agreement in principle, which remains subject to documentation
that the parties intend to prepare and file during the month of
April and to bankruptcy court approval, includes the following key
elements:

    * All potential claims and causes of action between DH and
      Dynegy, including those arising with respect to the
      September 1, 2011 CoalCo transaction, would be settled and
      released.  The recovery of DH's creditors would be fully
      supported by the value of both CoalCo and GasCo.

    * DH's unsecured creditors would receive common equity
      representing a 99% stake in the reorganized company at
      emergence.  DH claims participating in this recovery would
      include those arising under DH's senior notes, which
      currently total approximately $3.4 billion, PSEG's $110
      million tax indemnity claim and the Lease Notes' guaranty
      claim against DH, which would be allowed in the amount of
      $540 million.  All distributions to holders of claims
      arising under DH's subordinated notes would be subject to
      turnover pursuant to the contractual subordination
      provisions in the subordinated note indenture.

    * Dynegy would receive a claim for the benefit of its
      stockholders, which under the amended plan would be
      entitled to receive 1.0% of the fully-diluted common stock
      of the reorganized company, and 5-year warrants to
      purchase 13.5% of the common stock of the reorganized
      company (on a fully-diluted basis) to be exercisable at an
      equity value for the reorganized company of $4 billion.
      Dynegy's stockholders will not receive or retain any other
      property or shares in Dynegy or DH under the contemplated
      settlement.

    * The Lease Notes' claims will also be allowed against the
      Roseton and Danskammer debtors and will be entitled to 50%
      of the proceeds from the sale of their assets; provided
      that their full recovery from all sources may not exceed
      $571 million.  The other DH unsecured creditors will be
      entitled to the remaining 50% of proceeds.

    * The cash distributed to DH unsecured creditors would be
      reduced to $200 million, with the remaining cash balances
      being retained by the reorganized company for general
      corporate purposes; and

    * All claims and causes of action against the directors,
      officers, employees, attorneys and advisors of Dynegy and
      DH would be released to the fullest extent permitted.
      Dynegy, DH, and the settling creditors will also exchange
      mutual releases.

The parties are currently working on definitive documentation that
will implement the proposed terms in the most efficient and
expedient fashion possible.  In that regard, the parties are
continuing to engage in discussions with other creditors,
including the holders of the subordinated notes, in the hopes of
obtaining as much consensus as possible with respect to the
amended DH plan.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Wants Claren Road Subpoenas Quashed
----------------------------------------------------
Dynegy Holdings LLC has filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York to quash the subpoena
served by Claren Road Asset Management, LLC, a hedge fund
affiliated with Carlyle Group.

The subpoena was served on April 5 to get Dynegy Holdings Chief
Executive Officer Robert Flexon and another person from the
company to testify about the sale of the coal-powered plant assets
from the company's subsidiary to Dynegy Inc., among other things.

Claren needs the information in connection with the proposed
appointment of an outside trustee who would take over the Chapter
11 cases of Dynegy Holdings and its affiliate debtors.  A court
hearing on the appointment is set for May 2, 2012.

Brian Lohan, Esq., at Sidley Austin LLP, in New York, explained
that the information demanded by Claren is protected from
disclosure by the bankruptcy court's December 29, 2011 order,
which authorized the appointment of an examiner to investigate the
sale.

The examiner order bars anyone from attempting to "tag along" with
the examiner's investigation, according to Mr. Lohan.

"Through the subpoena, however, Claren seeks not only to tag along
but to pile on, and to replicate the exact same investigation
already conducted by the examiner," he said.  The Dynegy lawyer
also argued that the subpoenas demand information, which is
protected from disclosure by the "attorney-client privilege" or
"attorney work-product doctrine."

In separate requests, Dynegy Inc., the court-appointed examiner
Susheel Kirpalani, Esq., and David Hershberg, who was reportedly
appointed as Dynegy Holdings' manager, also moved to quash the
subpoenas served on them by Claren.

Dynegy Inc. said whatever information Claren needs in a deposition
should be sought from Dynegy Holdings and other Dynegy units that
filed for bankruptcy protection.

Meanwhile, Mr. Hershberg described Claren's move as a "disruptive
legal strategy," intended to frustrate efforts by creditors and
other parties to reach a settlement, which is under his
evaluation.

For his part, Mr. Kirpalani said granting Claren's request will
compromise the integrity of the investigation he conducted, and
will violate the bankruptcy court's previous decisions prohibiting
him from disclosing the documents sought to any party except the
bankruptcy court.

A court hearing to consider approval of the requests is scheduled
for May 2, 2012.

                        Claren Responds

A lawyer for Claren asked the bankruptcy court to deny the
examiner's bid to quash the subpoena, saying getting the examiner
to testify is not improper and will not violate any of its prior
orders.

"The examiner relies heavily in its motion to quash on the belief
that this court's prior orders protect as privileged and
confidential all of the materials the examiner has received,"
Mitchell Karlan, Esq., at Gibson Dunn & Crutcher LLP, in New York,
said.

"While the production of documents to the examiner may not have
waived privilege by the act of production alone, neither did the
act of production provide any privilege that did not already exist
or was not," she said.

Ms. Karlan further said that even if the court determines that the
privilege exists or has not been waived, production may be
appropriate because Claren was not able to get the requested
documents from any other source including Dynegy Holdings and
Dynegy Inc.

Separately, Claren has filed a motion asking the bankruptcy court
to direct Dynegy Holdings, Dynegy Inc., Messrs. Flexon and
Hershberg to comply with the subpoenas.  The motion will also be
heard on May 2, 2012.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Claren Wants Chapter 11 Trustee to Take Over
-------------------------------------------------------------
Claren Road Asset Management LLC asked the U.S. Bankruptcy Court
in Manhattan to authorize the appointment of an outside trustee
who would take over the bankruptcy cases of Dynegy Holdings LLC
and its affiliated debtors.

The move comes after Susheel Kirpalani, the court-appointed
examiner, released the results of his investigation into Dynegy
Holdings' bankruptcy.  The report said creditors were harmed by
the fraudulent transfer of the company's coal-powered plant assets
to its parent, Dynegy Inc.

The findings prompted the U.S. Trustee, an agency of the U.S.
Department of Justice overseeing bankruptcy cases, to file a
motion early last month for the appointment of a bankruptcy
trustee.  The move drew support from Dynegy creditors including
Claren.

In a previously filed reply to the U.S. Trustee's motion, Claren
said the appointment is warranted to keep the management of Dynegy
Holdings and its parent from dictating the terms of the
restructuring plan that will benefit the companies at the expense
of creditors.

A court hearing to consider the appointment of a bankruptcy
trustee is scheduled for May 2, 2012.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


EASTMAN KODAK: Cancels Deal to Sell Times Square Billboard Lease
----------------------------------------------------------------
Eastman Kodak Co. signed a stipulation to terminate an agreement
with Orange Barrel Media, which offered to acquire the company's
lease to its giant digital billboard overlooking New York's Times
Square.

The stipulation requires Eastman Kodak to pay $120,000 to Orange
Barrel for the termination of their agreement reached early this
month.  A copy of the stipulation can be accessed for free
at http://bankrupt.com/misc/Kodak_StipOBM.pdf

The agreement dated April 4 calls for the sale of Eastman Kodak's
lease to Orange Barrel for $3.7 million and requires the company
to pay the advertising firm a $200,000 break-up fee should the
agreement is terminated or a rival bidder wins.  The lease on the
billboard allows Eastman Kodak to advertise its digital capture
devices on a 40-foot video screen overlooking Times Square.

Eastman Kodak chose to terminate the April 4 agreement after it
drew opposition from Clear Channel Spectacolor LLC, which
submitted a better offer to acquire the lease.  Earlier, the
company dropped its motion to sell the lease to Orange Barrel.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Lazard Freres Work to Include Gallery Sale
---------------------------------------------------------
Eastman Kodak Co. filed a supplemental application to authorize
Lazard Freres & Co. LLC to provide services in connection with
the proposed sale of the KODAK Gallery online photo services
business.

The company previously proposed to sell the business for $23.8
million to Shutterfly Inc., an Internet-based social expression
and personal publishing service.

Lazard will be compensated in accordance with the February 28
court order approving Eastman Kodak's initial application to hire
the firm and the terms of a letter agreement dated February 24.

As reported in the March 13, 2012 edition of the TCR, the Debtors
previously obtained Court approval to employ Lazard Freres
& Co. LLC as its investment banker.  The Debtors and Lazard
entered into an amended engagement letter, dated February 24,
2012, to among other things, revise Lazard's compensation.  Under
the Feb. 24 engagement letter, Lazard will be paid a $250,000
monthly fee, a $12.5 million restructuring fee, and separate fees
in connection with the consummation of a sale transaction of the
company's intellectual property portfolio or the consummation of
the sale of the company's assets other than its IP Portfolio.

Lazard will provide investment banking services as the firm and
the Debtors deem appropriate and feasible in order to advise the
Debtors and their affiliates in the course of the Chapter 11
cases, including, but not limited to:

  (a) reviewing and analyzing the Company's business and
      financial condition, as well as its business plan and
      financial projections;

  (b) assisting the Company in evaluating potential strategic
      and capital structure alternatives, including one or more
      Transactions;

  (c) assisting the Company in evaluating the potential use of
      any Transaction proceeds;

  (d) attending meetings of the Board of Directors of Kodak with
      respect to matters on which Lazard has been engaged to
      advise under the Engagement Letter dated September 12,
      2011;

  (e) assisting the Company in any potential IP Sale
      Transaction, including identifying and interacting with
      potential Buyers, marketing the Portfolio to potential
      Buyers, advising the Company in connection with any
      subsequent negotiations and aiding in the consummation of
      any IP Sale Transaction;

  (f) assisting the Company in evaluating and consummating any
      potential Sale Transactions;

  (g) advising and assisting the Company in evaluating any
      potential Financing transaction by the Company, and,
      subject to Lazard's agreement so to act and, if requested
      by Lazard, to execution of customary agreements, on behalf
      of the Company, contacting potential sources of capital as
      the Company may designate and assisting the Company in
      implementing that Financing; and

  (h) rendering financial advice to the Company in connection
      with any Restructuring, including:

      (i) assisting in the determination of a range of values
          for the Company on a going concern basis;

     (ii) evaluating the Company's potential debt capacity in
          light of its projected cash flows and assisting in the
          determination of a capital structure for the Company;

    (iii) advising the Company on the timing, nature, and terms
          of new securities, other consideration or other
          inducements to be offered pursuant to any
          Restructuring;

     (iv) advising the Company on tactics and strategies for
          negotiating with the Stakeholders;

      (v) participating in meetings and negotiations with the
          Stakeholders, rating agencies and other appropriate
          parties;

     (vi) assisting the Company in preparing documentation
          within Lazard's area of expertise that is required in
          connection with any Restructuring; and

    (vii) providing testimony, as necessary, with respect to
          matters on which Lazard has been engaged to advise
          under the Engagement Letter in any proceeding before
          the Court.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Brinks Hofer Okayed for ITC Suit vs. Apple, Samsung
------------------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors won bankruptcy court
approval to hire Brinks Hofer Gilson & Lione as their special
litigation counsel.

Eastman Kodak tapped the firm to provide legal services related to
its claim of ownership of certain patents, and represent the
company before the International Trade Commission and the U.S.
District Court for the Western District of New York, which
oversees its patent-infringement suits against Apple Inc., HTC
Corp. and Samsung Electronics Co., Ltd.

The company will pay Brinks Hofer on an hourly basis and will
reimburse the firm for its expenses.  The firm's hourly rates for
its partners range from $440 to $650; associates, $240 to $440;
and paralegals, $170 to $210.  The hourly rates for other
professionals range from $100 to $155.

In a declaration, Laura Beth Miller, Esq., a shareholder at Brinks
Hofer, disclosed that the firm does not hold or represent interest
adverse to Eastman Kodak's estates.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: K&L Gates Approved as Atty. for ITC Suits
--------------------------------------------------------
Eastman Kodak Co. and its affiliates obtained approval from the
U.S. Bankruptcy Court in Manhattan to employ K&L Gates LLP as its
special litigation counsel.

The Debtors tapped the law firm in connection with intellectual
property and patent lawsuits involving Eastman Kodak Co.  K&L
Gates will also represent the company in investigations pending
before the U.S. International Trade Commission.

The Debtors will pay K&L Gates on an hourly basis for its
services and will reimburse the firm for its expenses.  K&L
Gates' hourly rates range from $360 to $1,050 for partners and
counsel; $120 to $575 for associates and other attorneys; $90 to
$320 for paralegals; and $45 to $725 for other legal
professionals.

In court papers, David McDonald, Esq., a partner at K&L Gates,
disclosed that his firm does not hold or represent interest
adverse to Eastman Kodak's request.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Nixon Peabody Okayed for Calif. Anti-Trust Suit
--------------------------------------------------------------
Eastman Kodak Company obtained court approval to employ Nixon
Peabody LLC as special counsel in connection with an antitrust
lawsuit pending in California.

The lawsuit was filed by Eastman Kodak against Epson Imaging
Devices and several other companies in December 2010.  It alleges
that the company was damaged by conspiracy among manufacturers of
TFT-LCD panels to fix the price of those panels in violation of
antitrust laws.

Under an agreement between Nixon Peabody and the company, the
firm will be paid a percentage of any recovery in the lawsuit in
lieu of paying hourly fees.  Eastman Kodak will pay 30% of any
recovery obtained after September 1, 2011; 35% of any recovery
obtained after a jury is sworn; and 40% of any recovery obtained
on appeal.

The San Francisco-based law firm will also receive reimbursement
for its expenses, according to the deal.

Karl Belgum, Esq., at Nixon Peabody, disclosed in a declaration
that the firm does not hold or represent interest adverse to
Eastman Kodak or its estates.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTPOINTE MANOR INC: Court Directs Revision to Plan Outline
------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Eastpointe Manor Inc.
to amend the disclosure statement accompanying its bankruptcy-exit
plan.  The Debtor filed a Combined Plan and Disclosure Statement
on April 17, 2012.  The Court said it cannot yet grant preliminary
approval of the disclosure statement, citing problems that the
Debtor must correct.

Among other things, the Court said the Debtor must state or
estimate the total amount of General Unsecured Claims.  The Debtor
also may not lump the claims of multiple secured creditors
together in Class 2.  Rather, the Debtor must separately classify
and treat the claim of each secured creditor.  With regard to each
secured creditor, the Debtor must state the amount of the claim;
the property securing the claim (if real estate, the full address,
including city and state); the fair market value of the property
securing the claim; whether any portion of the claim is unsecured;
and if so, whether the secured creditor will have an unsecured
deficiency claim, to be included and treated in the class of
general unsecured claims; and if so, the amount of such claim.  If
more than one claim is secured by the same property, the Debtor
must state the priority of each secured creditor (i.e., which
creditor has a first priority lien and which creditor has a second
priority lien).  Also, the Debtor may not lump together General
Unsecured Claims with Secured claims as it has done in Class 2.
It is unclear how the General Unsecured Claims in Class 2 differ
from the General Unsecured Claims in Class 1.

The Plan states that an executory contract with Eastpointe Manor
Realty LLC is assumed.  The Court said the Debtor must change its
reference to "Eastpointe Manor" to "Eastpointe Manor, Inc." and
must describe the material terms of the contract being assumed.

The Debtor's Liquidation Analysis also must include an estimate of
the value of any potential causes of action.  If there are no such
causes of action, the Debtor must state this.

The Debtor was required to file the revised Combined Plan and
Disclosure Statement no later than April 26, 2012.

A copy of the Court's April 22, 2012 Order is available at
http://is.gd/hIJ8Gpfrom Leagle.com.

Eastpointe Manor Inc., filed for Chapter 11 bankruptcy (Bankr.
E.D. Mich.  Case No. 11-72294) on Dec. 22, 2011, listing under $1
million in assets and debts.  A copy of the petition and schedules
is available at http://bankrupt.com/misc/mieb11-72294p.pdfand
http://bankrupt.com/misc/mieb11-72294c.pdf Michael A. Greiner,
Esq., at Financial Law Group, P.C.


EASTPOINTE MANOR REALTY: Plan Outline Has Flaws
-----------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Eastpointe Manor
Realty, LLC, to amend the disclosure statement accompanying its
bankruptcy-exit plan.  The Court said it cannot yet grant
preliminary approval of the disclosure statement due to problems,
which the Debtor must correct.

The Debtor filed a Combined Plan and Disclosure Statement on
April 17, 2012.  The amendments were due to be filed April 26.

Among other things, the Court required the Debtor to state the
amount of each secured claim; the property securing the claim (if
real estate, the full address, including city and state); the fair
market value of the property securing the claim; whether any
portion of the claim is unsecured; and if so, whether the secured
creditor will have an unsecured deficiency claim, and if so, the
amount of such unsecured claim and what the treatment of that
unsecured claim will be.  If more than one claim is secured by the
same property, the Debtor must state the priority of each secured
creditor (i.e., which creditor has a first priority lien and which
creditor has a second priority lien).

The Debtor also must state what percentages of the Debtor are
owned by Domenic Bommarito and Benedict Bommarito, respectively.

The Debtor's Liquidation Analysis, the Court said, also must
provide an itemized descriptive listing of each of the Debtor's
assets, so that the asset can be readily identified.

A copy of the Court's April 22, 2012 Order is available at
http://is.gd/dcuHD9from Leagle.com.

Eastpointe Manor Realty, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 11-71977) on Dec. 19, 2011, listing
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/mieb11-71977.pdf Michael
A. Greiner, Esq., at Financial Law Group, P.C., represents
Eastpointe Manor Realty.


EL CENTRO MOTORS: Proofs of Claim Due May 15
--------------------------------------------
Creditors of El Centro Motors must submit their proofs of
prepetition claims, and proofs of interest not later than May 15,
2012.

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EL CENTRO MOTORS: Hires Levene Neale as Lead Bankruptcy Counsel
---------------------------------------------------------------
El Centro Motors, dba Mighty Auto Parts, asks the U.S. Bankruptcy
Court for permission to employ Levene, Neale, Bender, Yoo & Brill
L.L.P. as general bankruptcy counsel to, among other things,
provide these services:

   a. advise the Debtor with regard to the requirements of the
      Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the United States Trustee as they pertain to
      the Debtor;

   b. advise the Debtor with regard to certain rights and remedies
      of its bankruptcy estate and the rights, claims and
      interests of creditors;

   c. represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving its estate unless the Debtor is
      represented in such proceeding or hearing by other
      special counsel; and

   d. conduct examinations of witnesses, claimants or adverse
      parties and representing the Debtor in any adversary
      proceeding except to the extent that any such adversary
      proceeding is in an area outside of LNBYB's expertise or
      which is beyond LNBYB's staffing capabilities.

The Debtor expects that Martin J. Brill, Esq., and Krikor J.
Meshefejian, Esq., will be the primary attorneys at LNBYB
responsible for the representation of the Debtor during its
Chapter 11 case.

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

Prior to its Chapter 11 filing, the Debtor paid $10,000 to LNYRB
for legal services in contemplation of and in connection with the
Debtor's Chapter 11 case.  Additionally, prior to its Chapter 11
filing, the Debtor paid an additional retainer of $65,000.  The
Retainers total $75,000.  The Debtor advised LNBYB that the source
of the Retainers was the Debtor's funds.

The firm's rates are:

    Personnel                 Rates
    ---------                 -----
   David W. Levene             $595
   David L. Neale              $595
   Ron Bender                  $595
   Martin J. Brill             $595
   Timothy J. Yoo              $595
   Edward M. Wolkowitz         $595
   David B. Golubchik          $595
   Monica Y. Kim               $565
   Beth Ann R. Young           $565
   Daniel H. Reiss             $565
   Irving M. Gross             $565
   Philip A. Gasteier          $565
   Jacqueline L. James         $510
   Juliet Y. Oh                $510
   Michelle A. Grimberg        $510
   Todd M. Arnold              $510
   Todd A. Frealy              $510
   Anthony A. Friedman         $450
   Carmela T. Pagay            $450
   Krikor J. Meshefejian       $400
   John-Patrick M. Fritz       $400
   Gwendolen D. Long           $375
   Lindsey L. Smith            $300
   Paraprofessionals           $195

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


ELECTRICAL COMPONENTS: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on St.
Louis, Mo.-based electrical wire harness manufacturer Electrical
Components International Inc. (ECI). "At the same time, we removed
the ratings, including the 'B' corporate credit rating, from
CreditWatch, where we had placed them with negative implications
on Jan. 26, 2012," S&P said.

"We believe that the company should be able to satisfy its
covenants in the near term, though headroom is limited," said
Standard & Poor's credit analyst Sarah Wyeth.

"The company could benefit from access to various receivables
financing programs focused on the receivables of key customers and
designed to promote stability in supply chains. 'We believe the
company will continue to generate eligible receivables from these
key customers that it can convert to cash," Ms. Wyeth added.

"ECI manufactures electrical wire harnesses, which transmit
electricity throughout appliances or pieces of machinery. Standard
& Poor's considers its business risk profile 'weak' because of its
narrow scope of operations, exposure to the still-soft residential
housing market, and meaningful customer concentration," S&P said.

The outlook is negative.

"We expect reported headroom over the company's leverage covenant
to remain limited on a reported basis," Ms. Wyeth said. "In
addition, we expect residential construction activity to remain
low for the next two years.' Standard & Poor's could lower the
ratings if operating performance deteriorates or if access to
supply-chain financing programs becomes limited," S&P said.


EMMIS COMMUNICATIONS: NASDAQ Grants Continued Listing Request
-------------------------------------------------------------
Emmis Communications Corporation received notice indicating that
the NASDAQ Listing Qualifications Panel has granted the Company's
request for continued listing on The NASDAQ Global Select Market,
subject to the Company evidencing a closing bid price of at least
$1.00 per share, as required by NASDAQ Listing Rule 5450(a)(1),
for a minimum of 10 consecutive business days by Aug. 27, 2012.

The Panel's decision follows the Company's receipt of notice from
the NASDAQ Listing Qualifications Staff on Feb. 28, 2012,
indicating that, based upon the Company's non-compliance with the
minimum bid price requirement as of Feb. 27, 2012, the Company's
securities were subject to delisting from NASDAQ.  The Company
appealed the Staff's determination and appeared before the Panel
on April 5, 2012.

                    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.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


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

Moody's current ratings for EQT and its affiliates are:

Senior Unsecured (domestic currency) Rating of Baa2

Senior Unsecured MTN (domestic currency) Rating of (P)Baa2

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Subordinate Shelf (domestic currency) Rating of (P)Baa3

Junior Subord. Shelf (domestic currency) Rating of (P)Ba1

Pref. Shelf (domestic currency) Rating of (P)Ba2

Commercial Paper (domestic currency) Rating of P-2

Ratings Rationale

EQT's Baa2 and Prime-2 ratings reflect the company's very low cost
structure relative to other E&P peers, enabling it to generate
competitive investment returns in a weak natural gas price
environment. Its credit profile benefits from the ownership of
strategic transportation and storage assets that enables its
growing production to reach the market at low costs. EQT's rating
also is supported by its LDC operations which provide earnings
stability, a lower business risk profile and knowledge of the
local regulatory environment that benefits its production and
midstream segments. These positive attributes serve to mitigate
the risks of the company's limited geographic and basin
diversification and much smaller production scale relative to
other investment grade rated independent E&Ps. However, EQT's
aggressive production growth objectives for developing its large
Marcellus shale acreage position is increasing the capital
intensity of its operations and could pressure the ratings
depending on how the company funds its growth and manages its
leverage metrics.

The outlook is negative based on EQT's elevated leverage metrics,
its aggressive natural gas production growth objectives, and
Moody's concerns regarding EQT's future corporate structure as the
company evaluates various options to fund its growth. The leverage
metrics should decline in 2012 as the company's production and
reserve volumes grow. However, EQT will have to maintain its
strong capital productivity in order to deliver the necessary
production and PD reserve volume growth to return leverage metrics
to the levels supportive of its Baa2 ratings.

The Baa2 and Prime-2 ratings could be downgraded if EQT's
debt/average daily production and debt/PD does not decline and be
sustained under $20,000/boe and $5/boe, respectively. A decrease
in the company's production growth could signal a decline in
capital productivity that could pressure the ratings. While the
company is focusing on the MLP option, Moody's believes there is
also event risk related to the potential separation of EQT's
businesses given the equity markets preference for pure play
investments. A transaction separating the company's LDC or
midstream operations could result in a ratings downgrade. A
ratings upgrade is unlikely in the near to medium term given EQT's
much smaller production scale than similarly rated E&P peers, its
geographic and natural gas concentration, and the diminishing
importance of the lower risk distribution segment in the context
of EQT's overall corporate strategy.

The principal methodology used in rating EQT was the Independent
Exploration and Production Industry Methodology published in
December 2011.


FILENE'S BASEMENT: Shareholders Object Bid to Probe Executives
--------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Syms Corp.
shareholders on Wednesday blasted the Company's proposal to have
an examiner probe alleged misconduct by top management, claiming
the eventual report would cost thousands of dollars that could go
to shareholders.

An official committee of Syms Corp. equity holders lodged an
objection in Delaware bankruptcy court to Syms' request in
December to allow an independent party to weigh potential claims
for breach of fiduciary duty and mismanagement against the
clothing retailer's directors and officers, according to Law360.

                        About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & St


FIRST BANKS: Swings to $6.8 Million Net Income in First Quarter
---------------------------------------------------------------
First Banks, Inc., reported net income of $6.83 million on
$43.77 million of net interest income for the three months ended
March 31, 2012, compared with a net loss of $6.08 million on
$48.82 million of net interest income for the same period a year
ago.

Terrance M. McCarthy, President and Chief Executive Officer of the
Company, said, "The first quarter of 2012 represents our first
profitable quarter since the beginning of the distressed credit
cycle and is reflective of the significant progress we have made
successfully implementing the action items in our Profit
Improvement and Asset Quality Improvement Plans.  We are pleased
with our financial results and are focused on maintaining our
positive momentum throughout the remainder of 2012."

Total assets were $6.68 billion at March 31, 2012, as compared to
$6.61 billion at Dec. 31, 2011, and $7.21 billion at March 31,
2011.  The increase in total assets during the first quarter of
2012 is reflective of an increase in cash and cash equivalents and
the investment securities portfolio, partially offset by a
decrease in the loan portfolio.

A copy of the press release is available for free at:

                       http://is.gd/FWEm7L

                        About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks reported a net loss of $44.1 million for the
fiscal year ended Dec. 31, 2011, compared with a net loss of
$198.3 million for the fiscal year ended Dec. 31, 2010.


FONAR CORP: Bruderman Brothers' R. Lehman Named Ind. Director
-------------------------------------------------------------
FONAR Corporation, the Inventor of MR Scanning, announced that on
Thursday, April 26, 2012, its board of directors had appointed
Ronald G. Lehman as a replacement independent director to fill
vacancies on the Company's board of directors and audit committee.
FONAR shareholders will have an opportunity to confirm the
appointment at the annual shareholder meeting scheduled for
June 25, 2012.

Raymond Damadian, M.D., president and chairman of the board, said,
"Mr. Lehman is a talented individual with strengths advising
healthcare services companies and with significant corporate
finance experience.  We expect him to be very beneficial to our
growth.  We are delighted to have him working with the board of
directors and as a member of the audit committee."

Dr. Damadian continued, "All this follows the sad passing of our
good friend Robert Djerejian, who was an able member of the board
of directors since 2002."

Mr. Lehman is a Managing Director of Investment Banking with
Bruderman Brothers, Inc., a private, New York-based broker-dealer
(a FINRA member firm).  Mr. Lehman directly manages all facets of
the firm's transaction processes, from deal origination, to
sourcing capital, to negotiating deal structures, through
documentation and closing.  The firm provides buy and sell-side
advisory, capital raising, and consulting services to lower
middle-market companies.  Mr. Lehman specializes in advising
healthcare services companies and has recently completed the
recapitalizations of Professional Orthopedic and Sports Medicine,
P.C. and Dynamic Healthcare Services, Inc., among others.

From 2000 to 2008, Mr. Lehman worked for various Bruderman
entities as a buy and sell-side advisor, and acted as a principal
in several private equity transactions.  In 2008, he joined Health
Diagnostics, LLC, one of the country's fastest growing diagnostic
imaging providers, as a Senior Vice President of Acquisitions
where he managed the Company's acquisition and corporate finance
activities.  Mr. Lehman returned to Bruderman Brothers in 2010 to
lead the firm's investment banking efforts.  He also participates
in the firm's merchant banking investments and oversees many of
these assignments.

From 1998 to 2000 Mr. Lehman worked at Deutsche Bank Securities,
Inc., and last held the position of Associate in their Global
Custody Group.  Mr. Lehman graduated from Columbia University with
a B.A. in 1998.

On April 23, 2012, The NASDAQ Stock Market LLC staff sent a letter
to FONAR stating that FONAR was not in compliance with NASDAQ's
audit committee composition requirement as set forth in Listing
Rule 5605 (c)(2)(A), due to Mr. Djerejian's death on
Aug. 21, 2011.  Following the appointment of Mr. Lehman, FONAR has
regained compliance with the NASDAQ audit committee composition
requirement.

                         About FONAR Corp.

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

The Company's balance sheet at Dec. 31, 2011, showed
$33.45 million in total assets, $24.27 million in total
liabilities, and $9.17 million in total stockholders' equity.

After auditing the financial statements for fiscal 2011, the
Company's independent auditors expressed substantial doubt about
the Company's ability to continue as a going concern.  Marcum,
LLP, in New York, noted that the Company has negative working
capital at June 30, 2011, and is dependent on asset sales to fund
its operations.


FREMONT HOSPITALITY: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: Fremont Hospitality Group, LLC
        aka The Port Clinton Hotels, Inc
        3422 Port Clinton Road
        Fremont, OH 43420
        Tel: (419) 334-2682

Bankruptcy Case No.: 12-31969

Chapter 11 Petition Date: April 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Donald R. Harris, Esq.
                  DONALD HARRIS LAW FIRM
                  158 E. Market Street, Suite 302b
                  Sandusky, OH 44870
                  Tel: (419) 621-9388
                  Fax: (419) 624-8592
                  E-mail: donharris_dhc@sbcglobal.net

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

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

The petition was signed by Annie Kolath, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
William L. Farrell                 Trade Debt             $320,000
Sandusky County Auditor
100 N. Park Avenue, Suite 228
Fremont, OH 43420-2454


GAC STORAGE: To Fund Plan from Cash and Equity Contributions
------------------------------------------------------------
GAC Storage Lansing, LLC, submitted to the U.S. Bankruptcy Court
for the Northern District of Illinois a Disclosure Statement
explaining the proposed Plan of Reorganization dated March 30,
2012.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for the
reorganization of the Debtor's business and the resolution of all
outstanding claims against and interests in the Debtor.  The Plan
also contemplates the issuance of new equity interests in the
Reorganized Debtor to an entity owned by Ronnie Schwartz and other
third-party investors in exchange for substantial equity
contributions.  Neither GAC Storage, LLC, the Debtor's current
owner, nor any of the guarantors of the Bank Claim will have any
ownership interest in the Reorganized Debtor or Newco.

The Plan will be funded from (i) the Reorganized Debtor's
available cash, (ii) the Reorganized Debtor's business operations,
and (ii) the New Equity Contributions of Newco.

The Plan proposes to pay all Allowed Administrative Expense Claims
and Allowed Priority Claims in full on the Plan's Effective Date,
with Holders of Allowed Unsecured Claims receiving a single cash
distribution based on pro rata share of $10,000 within 60 days of
the Effective Date.

The Allowed Bank Claim, which the Debtor estimates will total
$9,797,262, as of the Effective Date, will be treated in one of
these ways under the Plan, at the sole and exclusive discretion of
the Holder of the Allowed Bank Claim, Bank of America, N.A.:

   Bank Option 1: The Reorganized Debtor will pay to the Holder of
the Allowed Bank Claim (A) the aggregate amount of any unpaid non-
default rate interest that may have accrued in accordance with the
Bank Loan Documents prior to the Effective Date, which amount will
be paid in Cash on the Effective Date; (B) monthly principal and
interest payments on the unpaid balance of the Allowed Bank Claim,
based on a 30 year amortization, with interest calculated at 4%
per annum for year 1 through year 4 and 5% per annum for year 5
through year 7 of the Plan, which Monthly Payments will commence
to accrue on the Effective Date, become payable on the fifth day
of the first full month after the Effective Date, and continue to
be paid on the same day of each month thereafter until the earlier
of the date the Allowed Bank Claim is paid in full or the Maturity
Date; and (C) a balloon payment of the unpaid balance of the
Allowed Bank Claim plus any accrued and unpaid interest, which
balloon payment will occur and will be due and payable on the
Maturity Date; or

   Bank Option 2: The Allowed Bank Claim will be reduced by the
sum of $1,000,000 as of the Effective Date, and the Reorganized
Debtor will pay to the Holder of the reduced, Allowed Bank Claim:
(A) the aggregate amount of (x) $1,000,000, plus (y) any unpaid
non-default rate interest that may have accrued in accordance with
the Bank Loan Documents prior to the Effective Date, which amount
will be paid in Cash on the Effective Date and will be applied
against the unpaid balance of the reduced, Allowed Bank Claim,
with the Lump Sum Payment applied to unpaid principal and the
balance of the cash applied to the unpaid interest payable on the
Effective Date; (B) monthly principal and interest payments on
the unpaid balance of the Allowed Bank Claim, based on a 30 year
amortization, with interest calculated at 4.50% per annum, which
Monthly Payments will commence to accrue on the Effective Date,
become payable on the First Payment Date, and continue to be paid
on the same day of each month thereafter until the earlier of the
date the Allowed Bank Claim is paid in full or the Maturity Date;
and (C) a balloon payment of the unpaid balance of the Allowed
Bank Claim plus any accrued and unpaid interest, which balloon
payment will occur and shall be due and payable on the Maturity
Date.

If the Holder of the Allowed Bank Claim selects Bank Option 1,
Newco will make an equity contribution to the Reorganized Debtor
to establish a "Payment Reserve" in the amount of $385,000, which
is approximately equal to one year of interest under the proposed
treatment of the Allowed Bank Claim.  The Payment Reserve will be
used by the ReorganizedDebtor to supplement the Monthly Payments
under Bank Option 1 above, as needed, in the event that the
Reorganized Debtor is unable to make the Monthly Payments from its
own cash at the time any Monthly Payment is due.  Any balance of
the Payment Reserve that remains when the Allowed Bank Claim is
paid in full in accordance with the provisions of the Section
2.2.2 will be retained by the Reorganized Debtor.

If the Holder of the Allowed Bank Claim selects Bank Option 2,
Newco will make an equity contribution to the Reorganized Debtor
to fund the Lump Sum Payment.  In the event that the Holder of the
Allowed Bank Claim does not elect either Bank Option 1 or 2 above,
or votes to reject the Plan, then for purposes of confirmation of
the Plan under Section 1129(b) and Section 3.3 of the Plan, the
Holder of the Allowed Bank Claim will be deemed to have selected
Bank Option 1.

                         Estimated Recoveries

        Class   Claim                      Recovery
        -----   -----                      --------
         1      Priority Non-Tax Claims      100%
         2      Bank Claim                   100%
         3      Other Secured Claims         100%
         4      General Unsecured Claims      50%
         5      Interests                      0%

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

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAMETECH INT'L: Four Directors Elected at Annual Meeting
--------------------------------------------------------
The annual meeting of stockholders of GameTech International,
Inc., was held on April 25, 2012.  At the annual meeting, the
Company's stockholders: (i) elected each of Richard H. Irvine,
Kevin Y. Painter, Scott H. Shackelton and Donald K Whitaker, each
having received a plurality of the votes duly cast, to serve as a
director of the Company until the Company's next annual meeting of
stockholders or until their successors are elected and have
qualified, or until their earlier resignation or removal, and (ii)
ratified the appointment of Piercy Bowler Taylor and Kern as the
Company's independent public accountants for the fiscal year
ending Oct. 28, 2012.

                   About Gametech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International disclosed net income of $858,000 on
$8.25 million of net revenues for the 13-week period ended Jan.
29, 2012, compared with a net loss of $288,000 on $10.10 million
of net revenues for the 13-week period ended Jan. 30, 2011.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

The Company's balance sheet at Jan. 29, 2012, showed
$27.22 million in total assets, $22.88 million in total
liabilities, all current, and $4.34 million in stockholders'
equity.

Piercy Bowler Taylor & Kern expressed substantial doubt about the
Company's ability to continue as a going concern following the
fiscal 2011 financial results.  All of the Company's debt
(approximately $23.4 million at Oct. 30, 2011) is classified as
current.  The independent auditors noted that there is significant
uncertainty as to whether the Company will be able to satisfy all
conditions necessary to extend the maturity of those obligations.


HAYDEL PROPERTIES: Taps Alfonso for Sale of 9424 Three Rivers
-------------------------------------------------------------
Haydel Properties, LP, asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to employ Alfonso
Realty, Inc., doing business as Coldwell Bank Alfonso Realty, as
real estate broker to represent the Debtor in the sale of 9424
Three Rivers Road, Gulfport, Mississippi during the pendency of
the Chapter 11 proceeding.

The professional services to be rendered by Alfonso Realty will
include, but not is limited to the showing of 9424 Three Rivers
parcel and assisting in the closing of the sale of said parcel.

Walter Ketchings, an agent at Alfonso Realty, assures the Court
that Alfonso Realty is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HAYDEL PROPERTIES: Taps Mark Cumbest as Real Estate Broker
----------------------------------------------------------
Haydel Properties, LP, asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to employ Mark
Cumbest as real estate broker.

Mr. Cumbest's professional services include listing for sale,
marketing and selling the Debtor's real property.

The Debtor agreed, subject to a Court approval, to pay Mr. Cumbest
an 8% of the gross sale price of each property sold, to be paid at
closing.

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

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HAYDEL PROPERTIES: Taps Owen & Co. as Real Estate Broker
--------------------------------------------------------
Haydel Properties, LP, asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to employ Owen &
Co., LLC doing business as Owen & Co. Real Estate, as a real
estate broker.

The professional services of Owen & Co. will include, but not is
limited to these:

   a. listing and showing of any parcels of real property in which
      the Debtor wishes to sell;

   b. assisting the Debtor in negotiations with any prospective
      purchasers; and

   c. assisting in the closing of any sales procured by Owen & Co.

The commission to be paid to Owen & Co. on each closing will be
determined by contract to sell each parcel and Court approval of
any commission to be paid will be obtained along with approval of
any sale prior to the sale and the payment of said commission.

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

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HEAVENS BEACH: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Heavens Beach, LLC
        28955 Pacific Coast Highway
        Malibu, CA 90265
        Tel: (310) 574648

Bankruptcy Case No.: 12-13811

Chapter 11 Petition Date: April 25, 2012

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

Debtor's Counsel: Richard L. Knickerbocker, Esq.
                  KNICKERBOCKER LAW GROUP
                  100 Wilshire Boulevard, Suite 950
                  Santa Monica, CA 90401
                  Tel: (310) 917-1006
                  Fax: (310) 917-1008
                  E-mail: knicklaw@gmail.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-13811.pdf

The petition was signed by Mehrdad Sahafi, member.


HOFFMASTER GROUP: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hoffmaster. The outlook is stable.

"The 'B' issue-level rating and '3' recovery rating to the $285
million in first-lien credit facilities ($250 million term loan,
increased from $235 million, due 2018 and a $35 million revolving
credit facility due 2017) remain unchanged. The '3' recovery
rating reflects our expectation for a meaningful (50%-70%)
recovery in the event of a payment default. The 'CCC+' issue-level
rating and '6' recovery rating on the $85 million second-lien term
loan, increased from $62 million, due 2019 remain unchanged. The
'6' recovery rating reflects our expectation for a negligible (0%-
10%) recovery in the event of a payment default," S&P said.

"Hoffmaster will use the incremental proceeds, together with
existing cash, to repay payment-in-kind (PIK) notes of $40
million. We view the PIK notes as debt in our calculations and
therefore leverage remains approximately the same after the
transaction," S&P said.

"Following the completion of the transaction, we expect the ratio
of total adjusted debt to EBITDA to be about 6x and a ratio of
funds from operations (FFO) to total adjusted debt of
approximately 8.6%. Although we would continue to view the
financial profile as 'highly leveraged,' we expect favorable
operating trends and an improving financial profile to support a
stable outlook. Based on our scenario forecasts, we expect
leverage to improve to about 5.5x and FFO to total adjusted debt
to approach 10% in the next couple of years through modest growth
in both of its segments coupled with synergies related to the
Innoware integration, operational improvements, and headcount
reductions," S&P said.

"The ratings on Oshkosh, Wis.-based Hoffmaster reflect a 'weak'
business profile that incorporates the company's position as a
niche player in disposable tableware products with limited product
and geographic diversity and moderate customer concentration,"
said Standard & Poor's credit analyst Henry Fukuchi. "In addition,
Standard & Poor's views the financial risk profile as highly
leveraged and believes financial policy is likely to be very
aggressive, particularly in light of the dividend recapitalization
in 2010, the leveraging transaction by the Metalmark acquisition,
and the current proposed transaction. Some mitigating factors
include the company's long-standing customer relationships,
sizable positions with leading North American foodservice
providers, above-average profit margins and cash flow generation,
'adequate' liquidity, and a favorable debt maturity profile."

"With annual revenues of about $366 million, Hoffmaster is a small
niche player within specialty disposable tabletop products in the
U.S. The company's products include solid, fashion-designed, and
custom-printed napkins, placemats, table covers, tray covers,
guest towels, coasters, and other related party goods that it
distributes into the foodservice industry and consumer market.
Hoffmaster's revenues are divided between the foodservice segment
(45%) and the consumer segment (55%). Within the foodservice
segment, Hoffmaster has a substantial market share in the markets
it serves. However, it has considerable competition from
diversified paper products companies and two larger competitors,
Svenska Cellulosa Aktiebolaget SCA (BBB+/Stable/A-2) and Georgia-
Pacific LLC (A-/Stable/--), which have the scale to provide longer
production runs and have diverse product portfolios. Hoffmaster
conducts the majority of its foodservice sales through
distributors that service 25,000 end-customers, including
restaurants, lodging, health care providers, country clubs,
airlines, and catering," S&P said.

"Sales from Hoffmaster's consumer segment are primarily to
specialty party retailers, including superstore chains as well as
over 8,000 independent stores, mass merchandisers, grocery and
drug stores, and dollar stores. As such, demand is fairly
resilient and tied to economic trends that affect food
consumption, particularly around holidays and year-round life
celebrations. The company's brand names are a competitive strength
and include Sensations, Creative Expressions, Hoffmaster, Special
Occasion, Linette, FashnPoint, and Swankie. In the consumer
business, Hoffmaster holds a modest market share of a larger $1.5
billion market, which is highly fragmented and competitive," S&P
said.

"The competitive nature of these businesses and their dependence
on a few key customers limit pricing flexibility. The three
largest customers represent about 28% of total sales. However,
Hoffmaster mitigates some of this risk through direct sales
relationships with key accounts and the diversity it achieves from
its relationships with key distributors. Operating profits
demonstrated reasonable stability even during periods of economic
weakness, as recurring sales of party products for holidays,
birthdays, and special events supported revenues. Sales exhibit a
degree of seasonality, with demand higher in the latter half of
the year because of a concentration of holidays during this
period. The narrow scope of product offerings is a weakness, and
Hoffmaster's results could suffer from unexpected changes
resulting from increased price competition, imports, or
fundamental changes in the industry over time. Hoffmaster's raw
material costs represent approximately 65% of cost of goods sold.
The company meets its raw material requirements with a diverse
group of suppliers, providing some flexibility and protection from
sourcing risk. However, raw materials such as tissue rolls, board
stock, bleach paperboard, and bonded paper are dependent on lumber
and paper prices, which can be volatile because of supply and
demand dynamics. We view Hoffmaster's products as generally
commodity-like, though raw material price fluctuations appear
manageable based on effective pricing," S&P said.

"Within the past year, operating results have benefited from
manufacturing cost improvements and higher margin and growth
opportunities. These ongoing efforts have enabled the company to
maintain decent margins in the mid teens percentage area in the
past few quarters. We expect the company to continue to maintain
those margins with some modest upside in the next few years
supported by various cost reduction initiatives and modest growth
from both of its segments," S&P said.

"Hoffmaster's financial profile is highly leveraged. Following the
completion of the proposed transaction, total adjusted debt
(adjusted for capitalized operating leases and pensions) to EBITDA
will be about 6x and funds from operations (FFO) to total adjusted
debt will be about 8.6%. Based on our scenario forecasts, we
expect total adjusted debt (adjusted for capitalized operating
leases and pensions) to EBITDA to improve to about 5.5x and FFO to
total adjusted debt ratio to improve toward 10% within the next
couple years. We expect FFO to total adjusted debt to remain 10%-
15%, which we consider appropriate for the ratings," S&P said.

"The stable outlook reflects our expectation of fairly predictable
business conditions and stable cash flow generation over the next
few years. Despite a highly leveraged financial profile following
the transaction, we expect gradual improvement in its credit
metrics in the next few years. Although we expect reasonable
business prospects and stability in earnings, we continue to
balance the prospects for any potential positive rating revisions
against financial policy decisions. We could raise the ratings
modestly if operating results are favorable over time and FFO to
total adjusted debt is consistently over 15% through a business
cycle. We currently expect FFO to total adjusted debt to improve
toward 10% in about two years and remain within 10%-15% over time.
We expect this level will continue to provide adequate cash flow
to meet internal needs and scheduled amortizations in the next few
years," S&P said.

"However, operational challenges could occur if the company
experiences unexpected volume declines owing to a squeeze in
consumer spending, increased competition from imports, a
significant increase in raw material costs, or a significant
decline in business from a key customer. Based on our downside
scenario, we could lower the ratings if operating margins weaken
by 3% or more, or if volumes decline 10% or more from current
levels. In our downside scenario, we expect leverage to increase
to more than 7x, and FFO to total adjusted debt to decrease to
about 5%. We may also lower the ratings if unexpected cash
outlays, financial policies, or business challenges reduce the
company's liquidity position, stretch credit metrics, or if
covenant cushions tighten closer to 10%," S&P said.



HUNTSMAN CORP: S&P Raises Corporate Credit Rating to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Huntsman Corp. and its subsidiary Huntsman International
LLC to 'BB' from 'BB-'. "At the same time, we raised all our issue
level ratings on Huntsman by one notch," S&P said.

The outlook is stable.

"Huntsman's senior secured debt is rated 'BB+' with a recovery
rating of '2', indicating our expectation for substantial (70%-
90%) recovery in the event of a payment default. Its senior
unsecured debt is rated 'BB-' with a recovery rating of '5',
denoting modest (10%-30%) recovery prospects, and its subordinated
debt is rated 'B+' with a recovery rating of '6', reflecting our
expectation that recovery would be negligible (0%-10%)," S&P said.

"The upgrade follows significant strengthening of Huntsman's
financial profile during the past two years," said Standard &
Poor's credit analyst Cynthia Werneth. "Moreover, we believe
earnings will continue to improve during the next two years based
on our expectation of moderate global economic growth; higher
sales of Huntsman's products to such end markets as auto,
construction, and aerospace because of continued cyclical
recovery, increased product penetration, and supportive
regulations affecting demand for insulation; restructuring
benefits; and favorable raw material costs in North America. As a
result, we believe the company can sustain low double-digit
percentage EBITDA margins despite the potential for more subdued
results in its titanium dioxide business, which are now cyclically
strong. In addition, we believe Huntsman will continue to
incrementally reduce debt. Consequently, we think it can achieve
and maintain FFO to total adjusted debt above 20% by the end of
2013. This ratio was 17% as of Dec. 31, 2011. We adjust debt to
include about $900 million of tax-effected unfunded postretirement
liabilities, capitalized operating leases, and environmental
liabilities."

"We base our assumptions in part on management's goal of reducing
net debt to EBITDA to less than 2.5x (which is equivalent to 3.6x
total debt to EBITDA after Standard & Poor's adjustments),
compared with actual net leverage of 2.8x as of year-end 2011. We
believe Huntsman's growth strategy will emphasize incremental
capacity expansion, joint ventures, and bolt-on acquisitions as
opposed to large, debt-financed transactions that could materially
weaken leverage metrics," S&P said.

"The ratings reflect Salt Lake City-based Huntsman's
'satisfactory' business risk profile and 'aggressive' financial
risk profile," S&P said.

"The outlook is stable. We believe Huntsman will attain FFO to
debt above 20% by the end of 2013 through a combination of higher
earnings and modest debt reduction, and we think business
performance and financial policies will keep this ratio at that
level. Nevertheless, we could lower the ratings if earnings
stagnate or deteriorate because of a deeper and prolonged
recession in Europe, or substantial economic deterioration in the
U.S. or China, which results in FFO to debt remaining below 20%
with no prospects for improvement," S&P said.

"We could also lower the ratings if pigment segment earnings
suddenly plummet without the expected offsetting improvement in
the other segments, or if the company unexpectedly increases debt
for a major acquisition or shareholder rewards. Given Huntsman's
current business risk profile, an upgrade would require the
financial risk profile to strengthen to a degree beyond what we
believe management is currently committed to, including FFO to
debt above 25% on a sustainable basis," S&P said.


ICOP DIGITAL: Court Confirms Plan of Liquidation
------------------------------------------------
The Bankruptcy Court confirmed the plan of liquidation of Digital
Systems, Inc., formerly known as ICOP Digital, Inc., on April 26,
2012.  The Court finds that applicable provisions of Section 1129
of the Bankruptcy Code have been met.

By order of the Court, and pursuant to the Plan, all stock of the
Company will be cancelled on July 24, 2012.  The Company intends
to file a Form 15 to suspend its filing obligations to the
Securities and Exchange Commission on the Effective Date.

As reported by the TCR on Feb. 29, 2012, the Plan, provides, in
general, that after payment of allowed administrative expense
claims and allowed priority tax claims, the net proceeds realized
from the collection of the Debtor's assets will be disbursed to
the Debtor's unsecured creditors.  Claims of the unsecured
creditors were estimated in the amount of $1.85 million.

A copy of the Confirmation Order is available for free at:

                        http://is.gd/rQ77zF

                        About ICOP Digital

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.  Lenexa, Kansas-based ICOP Digital
filed for Chapter 11 protection in Kansas City (Bankr. D. Kan.
Case No. 11-20140) on Jan. 21, 2011.  In its schedules, the Debtor
disclosed assets of $1.67 million and debt of $2.74 million.  The
balance sheet as of Sept. 30, 2010, had assets on the books for
$6.7 million and total debts of $4.3 million.  Joanne B. Stutz,
Esq., at Evans & Mullinix PA, in Shawnee, Kansas, serves as the
Debtor's bankruptcy counsel.

The Debtor has been renamed as of March 14, 2011, to Digital
Systems, Inc.

Digital Systems filed with the Court a Disclosure Statement
explaining its Plan of Liquidation on Feb. 14, 2012.

The Company's balance sheet at Jan. 31, 2012, showed $318,700 in
total assets, $1.27 million in total liabilities, and a $959,000
total deficit.


INDEPENDENCE TAX: Continues to Engage Raich Ende as Accountants
---------------------------------------------------------------
Independence Tax Credit Plus L.P. II was notified that its
independent registered public accounting firm, Trien Rosenberg
Weinberg Ciullo & Fazzari LLP, merged its practice with that of
Raich Ende Malter & Co. LLP and the combined practice operates
under the name Raich Ende Malter & Co. LLP.  The General Partner
of the Company has determined that the Company will continue to
engage Raich as its independent registered public accounting firm.

             About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

As reported by the TCR on June 30, 2011, Trien Rosenberg Weinberg
Ciullo & Fazzari LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that at March 31, 2011, the
Partnership's liabilities exceeded assets by $27,415,490 and for
the year then ended incurred net income of $15,984,571, including
gain on sale of properties of $20,284,069 and loss on impairment
of properties of $1,047,336.  Partnership management fees of
approximately $4,930,000 will be payable out of sales or
refinancing proceeds only to the extent of available funds after
payments on all other Partnership liabilities have been made and
after the Limited Partners have received a 10% return on their
capital contributions.  As such, the General Partner cannot demand
payment of these deferred fees beyond the Partnership's ability to
pay them.  In addition, where the Partnership has unpaid
partnership management fees related to sold properties, such
management fees are written off and recorded as capital
contributions.

Independence Tax's balance sheet as of Dec. 31, 2011, showed
$13.09 million in total assets, $39.39 million in total
liabilities and a $26.30 million total partners' deficit.


INDIANAPOLIS DOWNS: To Sell Horse Racing, Casino Business
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Indianapolis Downs
LLC has decided to sell its combined horse racing and casino
operation to pay back creditors, but if the price isn't right, the
company intends to reorganize under the control of lenders,
according to Chapter 11 plan documents filed Wednesday.

The Shelbyville, Ind.-based company, mired in Delaware bankruptcy
court for a year, recently struck a deal with two groups of
noteholders to pursue a sale of the profitable but debt-laden
racino, according to a disclosure statement on the plan.

                      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.


INFUSYSTEM HOLDINGS: Kleinheiz Capital Holds 8.7% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kleinheinz Capital Partners, Inc., disclosed
that, as of April 24, 2012, they beneficially own 1,861,480 shares
of common stock of InfuSystem Holdings, Inc., representing 8.7% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/jXwjzJ

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$76.26 million in total assets, $36.09 million in total
liabilities, and $40.16 million in total stockholders' equity.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.


INTERFACE INC: Moody's Says Restructuring Credit Positive
---------------------------------------------------------
Moody's Investors Service says Interface, Inc.'s operational
restructuring and bond redemption are credit positives, but will
not impact the company's ratings or outlook.

As reported by the Troubled Company Reporter on Jan. 11, 2012,
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Interface to Ba3 from B1.
Concurrently, Moody's raised the rating on the $275
million senior unsecured notes due 2018 to B1 from B2 and assigned
an SGL-2 speculative grade liquidity rating. The outlook is
stable.

These ratings were upgraded:

Corporate Family Rating to Ba3 from B1;

Probability of Default Rating to Ba3 from B1; and

$275 million Senior Unsecured Notes due 2018 to B1 (LGD4, 62%)
from B2 (LGD4, 64%).

This rating was assigned:

Speculative Grade Liquidity Rating of SGL-2.

These ratings were withdrawn (see Moody's withdrawal policy on
Moodys.com):

B1 (LGD3, 42%) on the $8 million senior secured notes due 2013;
and

B3 (LGD5, 82%) on the $12 million senior subordinated notes due
2014.

Interface, Inc., based in Atlanta, Georgia, designs, produces and
sells modular carpet and designer-oriented broadloom carpet. Brand
names include InterfaceFLOR, FLOR, Heuga, Bentley Prince Street,
Prince Street House and Home and Intersept. Revenues for the
twelve months ended April 1, 2012 were approximately $1 billion.


INTERNAL FIXATION: Henry Brown Succeeds Laura Cattabriga as CFO
---------------------------------------------------------------
Laura Cattabriga, chief financial officer and secretary of
Internal Fixation Systems, Inc., and Kenneth West, a founder of
the Company and its Vice President Sales and a member of the
Company's Board of Directors, each resigned from all of their
positions with the Company, effective April 24, 2012.  In
connection with Ms. Cattabriga's resignation, the Company
appointed Henry Brown, CPA as the Company's Chief Financial
Officer and Secretary.

Henry Brown, CPA, 63, is a CPA licensed in Florida and New York
and is a Fellow of the Healthcare Financial Management
Association.  From September 2008 through February 2012, Mr. Brown
was the Chief Financial Officer of Westchester General Hospital, a
160 bed hospital located in Miami Florida.  From October 2007
through September 2008, he was the Interim Financial Performance
Director at The Hospital Doctor, LLP a healthcare consulting
company and from February 2007 through September 2007, Mr. Brown
was the Chief Financial Officer of Chesapeake General Hospital, a
260 bed hospital located in Chesapeake, Virginia.

From February 2005 until February 2007, Mr. Brown was retained by
Pan American Hospital, a nonprofit hospital in Miami Florida to
guide it through the resolution of its Chapter 11 bankruptcy which
commenced in March 2004 and was discharged in February 2007.

On April 24, 2012, the Company entered into an agreement with
Henry Brown whereby Mr. Brown has been retained by the Company as
its Chief Financial Officer.  Under the terms of the agreement,
Mr. Brown is entitled to receive an annual salary of $125,000 and
certain employee benefits, including a car allowance of $650 per
month.  One half of such salary will be paid in cash, and the
remainder will be paid in shares of our Common Stock at $.50 per
share, until the Company's cash flow supports payment in cash
only.  Under the letter agreement, the Company granted to Mr.
Brown the right to acquire 100,000 shares of the Company's Common
Stock at $1.00 per share, which right vests in two equal
installments of 33,333 shares and one installment of 33,334 shares
with the first installment vesting on April 24, 2013, the second
installment vesting on April 24, 2014 and the third installment
vesting on April 24, 2015, with each installment exercisable for
three years from the date of vesting.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.78 million
in total assets, $1.66 million in total liabilities and $117,298
in total stockholders' equity.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.


JAMES RIVER: Two Directors Elected at Annual Meeting
----------------------------------------------------
James River Coal Company held its annual meeting of shareholders
in Richmond, Virginia, on April 23, 2012.

The Board of Directors' nominees for director of the Company were
elected.  The elected directors' terms will expire in 2015.  The
elected directors are Ronald J. FlorJancic and Joseph H.
Vipperman.

The non-binding resolution to approve the compensation of the
Company's named executive officers was approved.  The shareholders
vote was approved on an advisory basis.  The Company's 2012 Equity
Incentive Plan was approved.  The stockholders ratified the
appointment of KPMG LLP as the Company's independent registered
public accounting firm for 2012.

                         About James River

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

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.40 billion
in total assets, $1 billion in total liabilities and
$396.66 million in total shareholders' equity.

                           *     *     *

In March 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on James River to 'B-' from 'B'.  "The
downgrade and ongoing CreditWatch listing reflect our view that
James River Coal's 2012 operating performance will be lower than
we previously expected," said Standard & Poor's credit analyst
Megan Johnston.  "We believe that demand for thermal coal will
continue to be negatively affected by natural gas substitution and
recent warmer weather trends.  Absent increasing natural gas
prices or a warmer-than-normal summer, thermal coal prices may
continue to decline to lower levels than we previously
anticipated."

In April 2012, Moody's Investors Service affirmed the company's B3
corporate family rating (CFR) and SGL-3 speculative grade
liquidity rating, indicating an adequate liquidity position.  The
B3 CFR is principally constrained by a high cost position, high
leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities.


JB FLEX: Can Renew Restaurant Lease in Cincinnati
-------------------------------------------------
Bankruptcy Judge Burton Perlman ruled that a debtor's Notice of
Renewal was sufficient to renew the lease for its restaurant.

J.B. Flex, Inc. operates Take 5 Bar and Grill and carries on its
business in premises located at 6945 Harrison Avenue, in
Cincinnati, Ohio, pursuant to a Lease from HOCO Taylor Creek, LLC.

Prior to the bankruptcy filing, creditor Merchants Bank filed a
foreclosure action in the Hamilton County Common Pleas Court, of
Ohio.  In that action, Merchants Bank moved for appointment of a
Receiver.  James Collier, on Nov. 1, 2011, was appointed receiver.
He has been operating the Debtor's business since his appointment.
He was recognized by the Bankruptcy Court as Debtor in Possession.

The pre-filing debtor entity was owned by Paul Walpole, John
Walpole, and a third party.  The Equity Holders maintain their
status as owners and guarantors of the Debtor.

On Feb. 6, 2012, the Debtor filed a Motion with memorandum to
Assume Real Property Lease Including Option to Renew related to
the Premises occupied by the Debtor.  The Lessor filed a
Memorandum in Opposition to the Motion.

Judge Perlman said there was an honest mistake on the part of the
Debtor, and there is no evidence of prejudice to the Lessor.  "We
hold the Lease to be valid and in effect, and Debtor's Motion to
Assume Real Property Lease Including Option to Renew will be
granted," Judge Perlman said.

A copy of the Court's April 25, 2012 decision is available at
http://is.gd/wk40KMfrom Leagle.com.

                           About JB Flex

J.B. Flex Inc., dba Take 5 Bar and Grill, filed for Chapter 11
bankruptcy (Bankr. S.D. Ohio Case No. 12-10526) on Feb. 6, 2012,
estimating under $1 million in both assets and debts.  A copy of
the petition is available at http://bankrupt.com/misc/ohsb12-
10526.pdf  Philomena S. Ashdown, Esq., at Strauss Troy, serves as
the Debtor's counsel.


JOSABI NY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Josabi NY, LLC
        615 Baltic Street
        Brooklyn, NY 11217

Bankruptcy Case No.: 12-42985

Chapter 11 Petition Date: April 25, 2012

Court: U.S. 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 four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-42985.pdf

The petition was signed by Domenick Tonacchio, managing member.


KERZNER INT'L: Completes $2.3-Billion Debt Restructuring
--------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Kerzner
International Holdings Ltd. said Friday it has completed a
$2.3 billion debt restructuring that included transferring the
ownership of its flagship Atlantis properties in the Bahamas and
Dubai to Brookfield Asset Management and Istithmar World PJSC,
respectively.

Law360 relates that the transactions come at the end of a
monthslong process that included litigation between Kerzner
noteholders and Brookfield over the proper restructuring of the
company's debt.

Kerzner International is the owner of several luxury getaways.
The Atlantis resort in the Bahamas, Kerzner's flagship property,
is one of the most popular resorts in North America.


KIEBLER RECREATION: Ch.11 Trustee Seeks Chapter 7 Conversion
------------------------------------------------------------
David O. Simon, the Chapter 11 Trustee in the Chapter 11 case of
Peek'n Peak Resort, filed with the U.S. Bankruptcy Court a motion
to covert the Chapter 11 case of the Debtor to Chapter 7.

The Trustee said given the current state of the Debtor --
substantially all of the assets have been sold and all of the
leases under which the Debtor did business have been assumed by
and assigned to the purchasers -- there currently is no business
around which to reorganize the Debtor.

The hearing on the Chapter 11 Trustee's motion is set for May 10,
2012, at 10:30 a.m. at H.M. Metzenbaum.

                      About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility in Findley Lake, New York.  Kiebler
Recreation, LLC, dba Peek'n Peak Resort, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ohio Case No. 10-15099) on
May 26, 2010.  Robert C. Folland, Esq., at Thompson Hine LLP, has
withdrawn as counsel to the Debtor.  The Company estimated assets
and debts at $10 million to $50 million as of the Petition Date.

David O. Simon was appointed by the U.S. Trustee as acting
bankruptcy trustee to the Debtor on June 8, 2011.  Kohrman,
Jackson & Krantz P.L.L. serves as counsel to the Trustee.  The
bankruptcy trustee tapped Jones Lang LaSalle Americas, Inc., as
investment banker/business broker to market the Debtor's assets.

The Debtor's case was transferred from Judge Randolph Baxter to
Judge Pat E. Morgenstern-Clarren effective Aug. 16, 2011.

In September 2011, the Bankruptcy Court authorized the Chapter 11
Trustee for Kiebler Recreation, to sell substantially all of the
Debtor's assets, except for the Fairways Condominiums.  Scott
Enterprises, an Erie, Pa.-based hospitality development company,
emerged as the top bidder for the Peek'n Peak Resort.  Scott
submitted the top bid of $11.3 million.

The Chapter 11 trustee separately struck a deal with lender PNC
Bank to sell certain real property and personal property known as
the Fairways Condominiums contiguous to and part of the Peek 'N
Peak Resort, located in French Creek, New York.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate
petition (Bankr. N.D. Ohio Case No. 09-19087) on Sept. 25, 2009.
The Committee of Unsecured Creditors of Kiebler Slippery Rock
obtained confirmation of a liquidating plan on Jan. 31, 2011, and
the case was closed pursuant to a final decree effective March 29,
2011.

Chardon, Ohio-based Kiebler Slippery Rock was represented by
Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert
C. Folland, Esq., at Thompson Hine LLP.  The Debtor estimated
assets and debts at $10 million to $50 million.


KGHM INT'L: Moody's Lowers Corp. Family Rating to 'B3'
------------------------------------------------------
Moody's Investors Service downgraded corporate family rating (CFR)
and probability of default rating of KGHM International LTD
(KGHMI, formerly known as Quadra FNX Mining Ltd.) to B3 from B1,
and affirmed the B1 rating on its senior unsecured notes. Moody's
affirmed the company's Speculative Grade Liquidity (SGL) rating of
SGL-1. The outlook is stable. The rating actions reflect expected
changes in KGHMI's credit profile and capital structure following
its acquisition by KGHM Polska Miedz S.A. (KGHM) effective March
5th, 2012. Moody's took the following rating actions:

Downgrades:

  Issuer: KGHM International LTD

     Probability of Default Rating, Downgraded to B3 from B1

     Corporate Family Rating, Downgraded to B3 from B1

Affirmations:

  Issuer:KGHM International LTD

    Senior Unsecured Regular Bond/Debenture, B1 LGD2, 24%

Outlook Actions:

  Issuer: KGHM International LTD

    Outlook, Changed To Stable From Developing

Pursuant to change of control provisions governing KGHMI's
existing $500 million 7.75% senior notes, KGHMI made an offer to
redeem all of the outstanding notes at the price equal to 101% of
principal, plus any accrued and unpaid interest. The offer expires
on May 3, 2012. If all of KGHMI's debt is redeemed at that time,
Moody's would withdraw Moody's ratings.

Ratings Rationale

The downgrade of KGHMI's CFR to B3 from B1 reflects the
$1.8 billion in additional intercompany debt that will be assumed
following the acquisition. The acquiring subsidiary of KGHM
(Acquireco) assumed the intercompany debt, owed to another
subsidiary of KGHM, in order to consummate the acquisition.
Following the acquisition, Acquireco will amalgamate with KGHMI,
and the resulting entity will succeed to all obligations of KGHMI
and Acquireco, including the existing notes and the subordinated
intercompany debt. This intercompany debt will significantly
increase the company's leverage metrics and will potentially weigh
on future cash flows. As of December 31, 2011, KGHMI's Debt/
EBITDA, pro-forma for the transaction, stood at 8x. That said, the
ratings reflect Moody's expectation that the intercompany debt
will be subordinated to all existing and future senior debt, will
mature at least six months after the existing notes, and will bear
interest payable in-kind or in cash at the option of KGHMI.

KGHM, the parent company, is a diversified metals mining company
domiciled in Poland. Prior to the acquisition, its primary
activities consisted of operating three underground copper mines
and three smelters. During the year ended December 31, 2011, KGHM
reported PLN 22 billion in revenues and PLN 9 billion in cash from
operations. Despite the relative scale and cash generating
capacity of the parent and the implicit potential for parent's
support in the event additional cash infusion becomes necessary to
complete the Sierra Gorda project, the ratings reflect the lack of
explicit parent guarantee, assumption, nor cross-default of
KGHMI's debt.

The B1 rating on senior unsecured notes, two notches above the
CFR, reflects their expected position in the capital structure
above the new subordinated intercompany debt. The ratings also
reflect adequate protection afforded to the existing bond holders
by the senior unsecured notes' covenant package, including
provisions governing affiliate transactions.

KGHMI's B3 CFR continues to reflect its limited diversity and
modest size, as well as the relatively short reserve life of the
existing mines. In addition the rating considers the dependence on
Robinson and Morrison mines for a significant portion of its
copper production, high cost production profile at a number of the
company's mines, and the geologic complexity and mineral variation
at the Robinson mine, a significant revenue and earnings
contributor. The company will be burdened with high pro-forma debt
leverage and weak interest coverage. However, the rating
acknowledges the company's substantive cash position, which will
support its substantive capital investments over the next few
years, particularly the development of the Sierra Gorda copper
project in Chile in a joint venture with Sumitomo, as the company
looks to achieve its strategic growth objectives. This cash
position will accommodate negative free cash flow generation over
the next 12 to 15 months. Notwithstanding the solid liquidity, the
operating risks, short lived production profile at currently
operating mines, and higher cost position are key rating drivers.

The company's SGL-1 rating reflects its strong liquidity position.
The company currently has over $1 billion of cash at December 31,
2011. The company's liquidity is derived from its operating cash
flow generating capacity at current copper and precious metal
prices. However, Moody's anticipates a reduction in cash balances
over the next several years, due to the required contributions to
the Sierra Gorda joint venture. Nonetheless, liquidity is expected
to remain strong enough to support ongoing requirements.

The stable outlook reflects Moody's positive view on market
fundamentals for copper and Moody's expectation the company's
liquidity position will remain strong over the rating horizon.

Upward rating pressure is limited at this time due to KGHMI's
significant debt burden including intercompany debt, as well as
substantive capital expenditures required over the next several
years. That said, the ratings could be upgraded should the parent
company demonstrate sufficient track record of providing support
to KGHMI and as the Sierra Gorda project nears completion.

The ratings could be lowered if KGHMI experiences any significant
operational difficulties or if capital requirements for Sierra
Gorda increase more than is currently anticipated. In addition, if
their liquidity position rapidly deteriorates or if copper prices
decline significantly from current levels, the rating could come
under pressure.

The principal methodology used in rating KGHMI was the Global
Mining Industry Methodology published in May 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.


KINDER MORGAN: S&P Rates $13.5 Billion Debt Facilities 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
its '4' recovery rating to Houston-based midstream energy company
Kinder Morgan Inc.'s (KMI) $1.75 billion senior secured revolving
credit facility, $6.8 billion 364-day revolving credit facility,
and $5 billion three-year term loan. "We also removed Kinder
Morgan Finance Co. ULC's secured debt rating from CreditWatch
with developing implications," S&P said.

"Our ratings on KMI reflect the company's 'strong' business risk
profile and 'aggressive' financial risk profile," said Standard &
Poor's credit analyst William Ferara.

"KMI's credit quality centers on its ownership of Kinder Morgan
G.P. Inc., the general partner of master limited partnership
Kinder Morgan Energy Partners L.P. (KMP; BBB/Stable/A-2), a
leading provider of midstream energy services, bulk product
storage, and oil production. As of Dec. 31, 2011, KMI had about
$3.2 billion of debt,"" S&P said.

"We expect that KMI's pending acquisition of El Paso Corp. for $38
billion to close in late May. Following the acquisition, KMI will
have an impressive business risk profile, but worsening financial
metrics. The combination will create the fourth-largest energy
company in North America, with the largest natural gas pipeline
network by a significant margin," S&P said.

"Our outlook on KMI's ratings is stable. KMI's pro forma size and
improved cash flow profile balance the material amount of
acquisition debt and degradation in credit metrics. Execution on
KMI's deleveraging plan may ultimately lead to a higher rating,
although we would not expect a positive ratings action for at
least 12 months. The likelihood of a downgrade is low because we
believe that the 'BB' rating appropriately captures the risk of a
somewhat delayed deleveraging plan," S&P said.


LEXINGTON CONSULTING: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lexington Consulting, Inc.
        180 La Montagne Ct.
        Los Gatos, CA 95032

Bankruptcy Case No.: 12-53153

Chapter 11 Petition Date: April 26, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $8,900,225

Scheduled Liabilities: $8,200,500

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/canb12-53153.pdf

The petition was signed by James Rogers.


LIGHTSQUARED INC: Creditors Extend Talks for Another Week
---------------------------------------------------------
Matthew Goldstein and Sinead Carew, writing for Reuters, report
that source familiar with the matter said LightSquared Inc. is
avoiding a default for now on about $1.6 billion of debt after
creditors agreed to extend negotiations for a week.

According to Reuters, sources said the holders of LightSquared's
debt, who include billionaire investor Carl Icahn and hedge fund
manager David Tepper, had given Philip Falcone's Harbinger Capital
until 10 a.m. Monday to strike a deal for restructuring
Harbinger's 96% equity control of LightSquared.

Reuters relates the debt holders were threatening to declare a
default on the loan in the absence of a deal by Monday morning,
which could have forced a bankruptcy.

"Both sides have agreed to a one-week extension to negotiations,"
the source said on Sunday, according to Reuters.

Meanwhile, Mike Spector at The Wall Street Journal and Greg
Bensinger at Dow Jones Newswires reported that people familiar
with the negotiations said Mr. Falcone has agreed to step aside
eventually as the public face of LightSquared as a concession that
may keep the company from defaulting on its debt.

According to Messrs. Spector and Bensinger, the sources also said
if a deal is finalized, Mr. Falcone and LightSquared's lenders
plan to continue negotiations for a longer extension of somewhere
between 18 months and two years.  The sources also said
LightSquared's board was deliberating Sunday on whether to approve
the deal, which would keep the company from filing for bankruptcy
protection, at least for now.

Messrs. Spector and Bensinger also report that a person close to
LightSquared cautioned late Sunday that a final agreement may not
be reached, and a bankruptcy filing was still possible.

On Saturday, WSJ's Mr. Spector and Dow Jones' Mr. Bensinger
reported that people familiar with the matter said LightSquared's
lenders want Mr. Falcone, the founder of Harbinger Capital
Partners LLC and LightSquared's main backer -- to step away from
the company as a condition for avoiding a looming debt default
this week.

Reuters notes other debt holders include hedge funds Fortress
Investment Group, Knighthead Capital Management, Redwood Capital
Management and investment firm Capital Research and Management Co.

Last week, Reuters reported that the debt holders had joined
forces and engaged bankruptcy attorney Thomas Lauria, Esq., who
heads White & Case's global restructuring group.  Reuters relates
Mr. Lauria did not respond to e-mails or phone calls seeking
comment on the negotiations between debt holders and Mr. Falcone.

According to Reuters, the debt holders increasingly see Mr.
Falcone as an obstacle to negotiating with the Federal
Communications Commission and opponents of the company, some of
whom contend LightSquared's planned nationwide high-speed wireless
network will interfere with global positioning systems used by the
U.S. Department of Defense, the aviation industry and other
businesses.

Reuters further notes a number of representatives for some of the
hedge funds that own LightSquared's debt have said in interviews
over the past few weeks that Mr. Falcone needs to greatly reduce
his hedge fund's equity stake in the company and relinquish
control over decision-making authority.

The sources, Messrs. Spector and Bensinger also report, said that
as part of a short-term deal, Mr. Falcone would agree to make
LightSquared a "bankruptcy-remote" company through provisions that
would make it difficult for the wireless communications firm to
seek Chapter 11 protection.  Lenders have proposed Mr. Falcone be
personally liable if it can be demonstrated that he supported,
encouraged or caused a LightSquared bankruptcy at a later date,
the people said.  That liability -- known in restructuring circles
as a "bad boy" clause -- could result in Mr. Falcone repaying the
lenders' $1.6 billion in debt from his own pocket, one of the
people said.

Messrs. Spector and Bensinger also report, said the deal may
include a so-called "golden chair" provision that would install a
director, or directors, on LightSquared's board who could block
any vote authorizing a bankruptcy filing, another person familiar
with the situation said.

Messrs. Spector and Bensinger note that LightSquared still has
ample cash and some valuable assets that could lead to the
formation of an equity committee that could litigate on behalf of
Mr. Falcone and other owners.  Usually companies filing for
bankruptcy have no equity value, leaving only creditor committees
to form.

Messrs. Spector and Bensinger further point out LightSquared's
lenders hold enough debt to block a reorganization plan they
dislike, giving them leverage over Mr. Falcone.

                     About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- is a company
that plans to develop a wholesale 4G LTE wireless broadband
communications network integrated with satellite coverage across
the United States.  But the plan hit a roadblock when the U.S.
military and others complained that the planned service would
disrupt global positioning system equipment.

Phillip Falcone's Harbinger Capital Partners owns roughly a 96%
equity stake in LightSquared.

LightSquared is facing an April 30 deadline to renegotiate the
terms of the loan in order to head off a potential default that
would spur a bankruptcy filing.

Reuters notes LightSquared's recently filed financial statements
indicate the balance sheet has about $282 million in cash and
short-term investments against $1.85 billion in liabilities.  The
financial statement lists about $453 million in debt payments due
by the end of 2012.

LightSquared has said there is "substantial doubt about our
ability to continue as a going concern."

                   Potential Bankruptcy Filing

In early April 2012, Phil Falcone said he is considering seeking
bankruptcy protection for LightSquared Inc.

A bankruptcy filing is "one of the options I am considering," the
hedge fund manager said in an e-mail to Dow Jones, saying it's the
"best way" for him to maintain control of the company. "Spectrum
value does not decrease in bankruptcy," he said.


LIQUIDMETAL TECHNOLOGIES: Issues $300,000 P-Note to Vesser
----------------------------------------------------------
Liquidmetal Technologies, Inc., issued a bridge promissory note to
Visser Precision Cast, LLC, in the aggregate principal amount of
$300,000.  The April Note is unsecured and is due and payable on
demand within three days after the Company receives notice of
payment from Visser.  The April Note will bear interest at a rate
of 8% per annum, increasing to 15% per annum following any failure
to pay principal or accrued and unpaid interest on demand in
accordance with the terms of the April Note.

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company disclosed net income of $6.15 million on $972,000 of
total revenue in 2011, compared with a net loss of $17.64 million
on $20.56 million of total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.99 million
in total assets, $4.21 million in total liabilities, and a
$2.22 million in total shareholders' deficit.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.


LPATH INC: Files Amendments to Class A Common Shares Offerings
--------------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission post-effective amendments to its registration
statements on Form S-1 relating to the resale by certain selling
security holders of Lpath, Inc., of up to:

   -- 10,606,096 shares of the Company's Class A common stock;

   -- 9,255,582 shares of Class A common stock; and

   -- 25,685,850 shares of Class A common stock.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On April 20, 2012, the closing
sale price of the Company's Class A common stock on the OTC
Bulletin Board was $0.81 per share.

Copies of the amended Form S-1 are available for free at:

                       http://is.gd/f71PNv
                       http://is.gd/0xPnrv
                       http://is.gd/kXr685

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$17.94 million in total assets, $17.31 million in total
liabilities and $629,024 in total stockholders' equity.


LSSR, LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LSSR, LLC
        11600 SW Shilo Lane
        Portland, OR 97225

Bankruptcy Case No.: 12-24557

Chapter 11 Petition Date: April 25, 2012

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.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 with the petition is available for free at:
http://bankrupt.com/misc/cacb12-24557.pdf

The petition was signed by Christopher Campbell, authorized agent.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
In re Shilo Inn, Seaside
  Oceanfront, LLC                     11-34669            06/11/11


LV BLVD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LV Blvd Casino Center FF370 LLC
        dba Tod Motor Motel And Hostel
        3041 W. Horizon Ridge Parkway, Suite 155
        Henderson, NV 89052

Bankruptcy Case No.: 12-14838

Chapter 11 Petition Date: April 25, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-14838.pdf

The petition was signed by Laura C. Lychock, managing member of
LST Investment LLC.


MAJESTIC CAPITAL: First Amended Chapter 11 Plan Confirmed
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed Majestic Capital's First Amended Chapter 11 Plan.

"The Plan is designed to (i) facilitate the orderly wind-down of
the Debtors and their two non-debtor insurance company affiliates,
(ii) facilitate the resolution of more than 2000 claims filed
against the Debtors in an orderly and expeditious format and to
(iii) provide an effective mechanism for the distribution of the
Debtors assets to holders of allowed claims," according to
documents filed with the Court obtained by BankruptcyData.com.

                      About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 thru 11-36234) on April 29, 2011.   The Debtors have
tapped Murphy & King, P.C. as their general bankruptcy counsel and
Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., serve as counsel to the Official Committee of Unsecured
Creditors.  J.H. Cohn LLP is the financial advisor.


MASTRO RESTAURANTS: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Services raised its corporate credit rating on
Woodland Hills, Calif.-based Mastro's to 'B-' from 'CCC'. The
outlook is stable.

"At the same time, we raised our issue-level rating on Mastro's
$100 million senior secured notes to 'B-' from 'CCC'. The recovery
rating on these notes remains unchanged at '4', indicating our
expectation for an average (30% to 50%) recovery of principal in
the event of a payment default," S&P said.

"Our ratings on Mastro's Restaurants LLC reflect our anticipation
that the company will maintain 'adequate' liquidity as it
continues to benefit from profitability gains," said Standard &
Poor's credit analyst Mariola Borysiak.

"This improved liquidity is partly due to the recent $8 million
equity contribution from the company's sponsor. This equity
infusion allowed the company to repay outstanding balances under
the revolver and provides greater flexibility for future expansion
plans," S&P said.

"We view Mastro's financial risk profile as 'highly leveraged' and
anticipate that credit measures will remain characteristic of this
category in the near term. Despite recent profitability gains,
total debt to EBITDA remained elevated at about 11x on Dec. 28,
2011 and EBITDA coverage of interest was thin at only about 0.9x.
We anticipate only modest improvement of these measures during
2012, mainly from EBITDA growth, because debt levels will continue
to increase as a result of accruing interest on the company's
seller note, accruing dividends on the preferred equity, and
higher lease commitments related to new restaurant openings," S&P
said.

"The stable outlook reflects the company's improving profitability
and our expectations for modest revenue and EBITDA growth over the
next 12 months. It also reflects our expectations that Mastro's
will maintain adequate liquidity and modestly improve its credit
measures," S&P said.

"We could lower our ratings if increasing competition, a weak
economic recovery, and decreasing customer spending lead to
restrained profitability, resulting in deterioration of liquidity
such that its sources would not be sufficient to cover its uses
for the next 12 months. Although unlikely in the next 12 months,
we could upgrade Mastro's if leverage declines to less than 6x,
which would result from significant EBITDA growth, as we do not
expect any substantial debt reduction in the near future," S&P
said.


MOLSON COORS: S&P Gives 'BB+' Debt Securities Subordinated Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured rating and its preliminary 'BB+' subordinated
rating to Denver- and Montreal-based Molson Coors Brewing Co.'s
shelf registration of debt securities. "In addition, we assigned
Molson Coors' proposed senior unsecured notes our 'BBB-' issue-
level rating. Molson Coors will issue the offering under the
company's shelf registration, and we expect it to total about $1.9
billion and comprise a five-year, 10-year, and 30-year tranche
(actual amounts and maturity dates are to be finalized at the
close of the transaction). The company intends to use net proceeds
from this offering to partially fund its pending acquisition of
StarBev L.P., a leading Central and Eastern European brewing
company," S&P said.

"At the same time, we have affirmed our 'BBB-' rating on the
company's existing senior unsecured debt and removed it from
CreditWatch, where it was placed with negative implications on
April 3, 2012, following the company's announcement that it agreed
to acquire StarBev for EUR2.65 billion (about $3.5 billion). The
CreditWatch placement reflected limited information on the
company's pro forma capital structure at the time of the
acquisition announcement, which was necessary to determine if
there was any structural subordination for the issue-level
ratings. The 'BBB-' rating on the Molson Coors' senior unsecured
debt is at the same level as our 'BBB-' corporate credit rating on
the company because certain of the company's Canadian and U.K.
subsidiaries will unconditionally guarantee the existing and
proposed unsecured debt," S&P said.

"The corporate credit rating on Molson Coors is 'BBB-' and the
rating outlook is negative. The rating reflects our assessment of
the company's business risk profile as 'satisfactory' and its
financial risk as 'significant.' Key credit factors in our
business risk assessment include Molson Coors' position as an
international brewer, its geographic diversity, good brand
recognition, and historically good cash flow generation, despite
challenging industry conditions within the existing mature, low-
growth, and seasonal markets in which it competes. The addition of
StarBev will provide some additional diversification in terms of
geography and brands, as well as access to faster-growing
developing markets. Our assessment of Molson Coors' significant
financial risk incorporates expected weaker pro forma financial
ratios. We estimate leverage (as measured by the ratio of total
debt to EBITDA) to be weak in 2012, yet improve to about 4x by the
end of 2013. We also estimate that funds from operations to total
debt will rise to 20% by this time, assuming all discretionary
cash flows are applied to debt over the near-to-intermediate term.
These metrics would be consistent with a 'significant' financial
risk profile as per our criteria," S&P said.

RATINGS LIST

Molson Coors Brewing Co.
Corporate Credit Rating   BBB-/Negative/--

Ratings Off CreditWatch
                           To       From
Molson Coors Brewing Co.
Coors Brewing Co.
Molson Coors Capital Finance ULC
Molson Coors International LP
Senior Unsecured debt     BBB-     BBB-/Watch Neg

New Ratings

Molson Coors Brewing Co.
Senior unsecured
$1.9 bil. notes           BBB-

Molson Coors Brewing Co.
Coors Brewing Co.
Molson Coors Capital Finance ULC
Molson Coors International LP
Shelf registration
senior unsecured          BBB- (Prelim)
subordinated              BB+ (Prelim)


NORTHERN BERKSHIRE: Court Considers Cash Collateral Access Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
convene a hearing today, May 2, 2012, at 2:00 p.m. (prevailing
Eastern Time), to consider Northern Berkshire Healthcare, Inc., et
al.'s continued use of the cash collateral.

The Court in an eight interim order, authorized the Debtors' use
of the cash collateral until the earliest to occur of: (i) 5:00
p.m. on the date that is two business days after the date of
further hearing; (ii) the expiration of the cure period after the
delivery of a default notice by the master trustee; and the
Effective Date of the Plan.

The outstanding principal and interest as of the Petition Date
under the Massachusetts Development Finance Agency Bonds and under
the master note No. 1 of $13,585,000 in principal and $280,802,
respectively.  Wells Fargo Bank, National Association is successor
to the Bank of New York, as master trustee for the master
indenture.

The Debtors are using cash collateral to fund their business
operations.

As adequate protection for any diminution in value of the master
trustee's interest, the Debtor will grant the master trustee
replacement liens, superpriority administrative claim status,
subject to carve out on certain fees.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

As reported in the Troubled Company Reporter on April 12, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtors won the signature of the bankruptcy
judge on a confirmation order April 10 approving the Chapter 11
plan.


NORTHERN BERKSHIRE: Bulkley Richardson OK'd as Labor Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Northern Berkshire Healthcare, Inc., et al., to employ
Bulkley, Richardson and Gelinas, LLP as special labor counsel.

As reported in the Troubled Company Reporter on April 4, 2012, BRG
is expected to provide legal services to the Debtors related to
labor and employment law, including their union labor contracts,
union and collective bargaining agreement related disputes, cases
at the Massachusetts Commission Against Discrimination and the
National Labor Relations Board, other similar matters, and related
labor and employment.

The principal attorneys designated to represent the Debtors and
their hourly rates are:

                 Name                Rate
         ---------------------     ---------
         Hamilton Doherty, Jr.     $335/hour
         Daniel J. Finnegan        $315/hour
         Jennifer K. Cannon        $240/hour

The Debtors will reimburse BRG for all other actual and necessary
expenses.

The Debtors assure the Court that BRG does not have an interest
adverse to them with regard to the Labor Matters.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

As reported in the Troubled Company Reporter on April 12, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtors won the signature of the bankruptcy
judge on a confirmation order April 10 approving the Chapter 11
plan.


NORTHERN BERKSHIRE: Court OKs Denterlein Worldwide Employment
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Northern Berkshire Healthcare, Inc., et al., to employ
Denterlein Worldwide, Inc., as communications consultant, nunc pro
tunc to the Petition Date.

As reported in the Troubled Company Reporter on April 4, 2012, the
firm is expected to, among other things, draft and distribute
communications to employees, patients, physicians, referral
sources, board members, volunteers, donors, and the media
regarding a wide array of activities and issues; respond to media
requests; and address questions and support the Debtors'
management in any aspect of strategic communications, marketing,
and outreach necessary to support business operations and patient
volume.

The Debtors began working with Denterlein prepetition to manage
their public relations and prepare for the impact of commencing
Chapter 11 cases and operating in Chapter 11.  Denterlein assisted
the Debtors in fashioning their messaging strategy for both their
employees and the community at large, whose continuing support is
critical for the Debtors' reorganization to succeed.

During the year immediately preceding the Petition Date, the
Debtors paid Denterlein amounts totaling $205,358.  Denterlein has
not received a retainer from the Debtors.

From the Petition Date to Aug. 31, 2011, the Debtors were
obligated to pay Denterlein a fixed monthly fee of $15,000 under
the Prior Letter Agreements.  From Sept. 1, 2011, going forward,
the Debtors will pay Denterlein a fixed monthly fee of $10,000 per
month.  In addition, the Debtors will reimburse Denterlein for all
reasonable expenses incurred by Denterlein in the performance of
its duties upon presentation of appropriate documentation for
expenses in excess of $50.  Those expenses include, but are not
limited to, printing, production, design, copying, travel,
parking, and delivery.

To the best of the Debtors' knowledge, Denterlein (a) is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by section 1107(b), and (b)
does not hold or represent an interest adverse to the Debtors'
estates.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

As reported in the Troubled Company Reporter on April 12, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtors won the signature of the bankruptcy
judge on a confirmation order April 10 approving the Chapter 11
plan.


OLD CORKSCREW: Has Cash Access Until Plan Becomes Effective
-----------------------------------------------------------
Bankruptcy Judge Barry S. Chermer signed in April an agreed order
that allows the Old Corkscrew Plantation LLC to use BMO Harris
Bank, N.A.'s cash collateral through the effective date of the
Debtors' Amended Joint Plan of Reorganization.  The Debtor and the
bank signed the agreed fifth interim order authorizing cash
collateral in March.

Meanwhile, the bankruptcy judge on April 13 entered an order
sustaining in part and denying in part an objection by the U.S.
Trustee to the Confirmation of the Debtor's Amended Plan filed on
Feb. 10.  The U.S. Trustee's objection is overruled with respect
to its request that the Debtors seek revocation or withdrawal of a
plan that the Court has orally ordered confirmed at a March 23
hearing on confirmation of the Plan.  As to the other objections,
the Debtors though are permitted leave to file an amended Chapter
11 plan that addresses the issues raised by the U.S. Trustee.  The
bankruptcy judge said that the amended plan will only include
"non-substantive revisions."

On April 4, 2012, the bankruptcy judge entered findings of fact,
conclusions of law and order confirming the Second Amended Joint
Plan of Reorganization.  The judge ruled that the Plan complies
with all, and is not inconsistent with, the applicable provisions
of 11 U.S.C. Sec. 1129.  A copy of the document is available for
free at http://bankrupt.com/misc/Old_Corkscrew_Plan_Decision.pdf

"The Plan provides that Debtors will pay non-insider, non-priority
unsecured creditors with allowed claims in full, with interest at
4.25% (in approximately 7 months from the Effective Date) which is
clearly not less than such claimants would receive in a chapter 7
Liquidation," Judge Chermer said, acknowledging that the Debtors
have demonstrated that the Plan meets the best interests of
creditors test.

The Plan allows the Debtors to restructure their finances and
continue operating after they emerge from bankruptcy, continue
trading with their vendors, and it provides for payment in full,
with interest, of allowed class 4 Claims consisting of non
insider, non-priority unsecured creditors in approximately 7
months from the Effective Date, with approximately 40% of those
principal amount of the Claims being satisfied on or about the
Effective Date.

The Plan was negotiated with senior secured creditor, BMO Harris
Bank.

A copy of the Debtors' Second Amended Plan of Reorganization dated
March 27, 2012, is available at:

  http://bankrupt.com/misc/Old_Corkscrew_2nd_Amended_Plan.pdf

                  About Old Corkscrew Plantation

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., at McDowell, Rice, Smith &
Buchanan, in Kansas City, Missouri, serves as the Debtors'
bankruptcy co-counsel.  Berger Singerman, P.A., serves as their
bankruptcy counsel.  Arcadia Citrus Enterprises, Inc., serves as
manager of their citrus growing properties.  Kapila & Company
serves as chief restructuring officer.  The Debtors' orange groves
are valued at $24 million.  Scott Westlake, the Debtors' managing
member, signed the petition.  Mr. Westlake is also listed as the
Debtors' largest unsecured creditor, with $4,827,906 owed.
Another $338,511 debt is owed to Scott and Vicki Westlake.

No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.


PFF BANCORP: Plan Confirmed Using Cramdown on TruPS
---------------------------------------------------
The U.S. Bankruptcy Judge in Delaware signed a confirmation order
for PFF Bancorp's Chapter 11 plan on April 26.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the plan approval wraps up a bankruptcy begun after
the bank subsidiary PFF Bank & Trust was taken over by regulators
in November 2008.

BankruptcyData.com reports that according to documents filed with
the Court, "The Plan constitutes a separate chapter 11 plan of
liquidation for each Debtor. Except for Administrative Claims,
Priority Tax Claims and Other Priority Claims, all Claims against
and Equity Interests in a particular Debtor are placed in Classes
for each of the Debtors. In accordance with section 1123(a)(1) of
the Bankruptcy Code, the Debtors have not classified
Administrative Claims, Priority Tax Claims and Other Priority
Claims, as described in Article II of the Plan."

Mr. Rochelle relates that the plan became feasible as the result
of a settlement with the Federal Deposit Insurance Corp. allowing
PFF to retain $18.6 million in tax refunds.  The Pension Benefit
Guaranty Corp. is slated to recover 45% on its claims while
general unsecured creditors could see 11%.  Holders of trust-
preferred securities, who were projected for a recovery of less
than 1%, voted against the plan.  Overcoming the "no" votes from
holders of the trust-preferred securities, PFF confirmed the plan
using the cramdown method.  To cram down successfully PFF was
required to show the judge that the trust-preferred holders would
receive more from the plan than they could expect to recover
through a liquidation in Chapter 7 bankruptcy.

                         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 the 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 Nos. 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.


PINE RIDGE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pine Ridge Golf & Country Club, LLC
        5600 N. Elkcam Blvd.
        Beverly Hills, FL 34465-4531

Bankruptcy Case No.: 12-02831

Chapter 11 Petition Date: April 26, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Richard A. Perry, Esq.
                  820 S E Fort King Street
                  Ocala, FL 34471
                  Tel: (352) 732-2299
                  E-mail: richardperry@richard-a-perry.com

Scheduled Assets: $1,803,523

Scheduled Liabilities: $1,519,779

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-02831.pdf

The petition was signed by William J. Slonaker, Sr., manager-
member.


PINNACLE AIRLINES: OK'd to Continue L/C & Surety Bond Programs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Pinnacle Airlines Corp., et al., to continue and renew,
in their sole discretion, their Letter of Credit and Surety Bond
Programs on an uninterrupted basis and in accordance with the same
practices and procedures, including, but not limited to, the
maintenance of cash collateral, as were in effect before the
Petition Date.

As reported in the Troubled Company Reporter on April 4, 2012,
the authority include permitting the Debtors (i) to pay all
amounts arising under the Letter of Credit and Surety Bond
Programs due and payable after the Petition Date and (ii) to renew
or obtain new letters of credit and surety bonds as needed in the
ordinary course of business.

In the ordinary course of their businesses, the Debtors are
required to provide to third parties letters of credit and surety
bonds to secure the Debtors? payment or performance of certain
obligations, including obligations owed to municipalities,
obligations associated with foreign operations, contractual or
permit obligations, fuel and liquor taxes, airport obligations and
U.S. and Canadian customs requirements.  Failure to provide,
maintain or to timely replace these letters of credit and surety
bonds could jeopardize the Debtors? ability to conduct their
operations.

As of the Petition Date, the Debtors had roughly $7.9 million in
outstanding letters of credit.  All of these letters of credit are
collateralized by cash or U.S. Treasury securities.  Commission
and transaction fees are charged by the Providers, on a monthly,
quarterly or annual basis as a requirement for the issuance and
maintenance of these letters of credit. The amounts charged can be
on a percentage or flat fee basis, or a combination thereof.

As of the Petition Date, the Debtors have roughly $503,000 in
outstanding surety bonds, about half of which are collateralized
by letters of credit.  The premiums for most of the surety bonds
are determined annually and are paid by the Debtors at inception
and annually thereafter.  The Debtors? principal surety is Western
Surety.

Because the issuance of a surety bond shifts the risk of the
Debtors? non-performance or non-payment from the Debtors? obligee
to the surety, sureties cautiously screen bond applicants to
minimize their loss exposure. Despite this reallocation of
financial risk, a surety bond is not the equivalent of an
insurance policy.  Unlike an insurance policy, if a Provider
incurs a loss on a surety bond, it is entitled to recover the full
amount of that loss from the principal. This right to indemnity is
typically memorialized in an indemnity agreement between the
Provider and the principal, the execution of which is generally
required by the Provider as a precondition to the issuance of a
bond.  The Debtors are a party to a number of such indemnity
agreements.

Pursuant to the Indemnity Agreements, the Debtors have agreed to
indemnify certain parties from any loss, cost, damage or expense
they may incur by reason of their execution of any bonds on behalf
of Debtors.  By this Motion, the Debtors seek the authority, but
not the obligation, to honor those Indemnity Agreements.

Based on the current financial status of the Debtors, it is
unlikely that the Debtors will be able to renew or obtain
replacement letters of credit or surety bonds on an
unsecured basis and in some cases capacity may not be available
even on a secured basis.

In order to be able to give the financial assurances the Debtors
will be required to provide in order to continue their business
operations during the reorganization process, the Debtors must
maintain the existing Letter of Credit and Surety Bond Programs
and may need additional letter of credit and bonding capacity not
currently provided by the Letter of Credit and Surety Bond
Programs.

Accordingly, to operate their businesses, which require the Letter
of Credit and Surety Bond Programs, the Debtors will have to
either renew or replace their existing letters of credit and
surety bonds, and will most likely have to maintain collateral
arrangements similar to those currently in place.

                       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.


PINNACLE AIRLINES: OK'd to Honor Interline, Code Share Obligations
------------------------------------------------------------------
The Hon. the U.S. Bankruptcy Court for the Southern District of
New York, in a final order, authorized Pinnacle Airlines Corp., et
al., to:

   -- honor their prepetition obligations under the Interline
      Agreements, the Clearinghouse Agreements and the Code Share
      Agreements, and continue performing and exercising their
      respective rights and obligations under each in the ordinary
      course of business; and

   -- modify the automatic stay to the extent necessary to
      effectuate the requested relief.

In a separate order, the Court also authorized the Debtors to:

   i) pay any Covered Taxes and Fees, whether asserted prior to or
      after the Petition Date, including by continuing to
      segregate funds in the ordinary course of business in the
      Trust;

  ii) pay prepetition amounts owed to foreign creditors of the
      Debtors' estates, including vendors, service providers,
      independent contractors and landlords; and

iii) continue their liability, property, casualty and other
      insurance programs, and (b) pay all obligations in respect
      thereof.

The Court also ordered that all applicable banks and other
financial institutions are authorized to receive, process, honor,
and pay any and all checks, drafts, wires, check transfer requests
or automated clearing house transfers evidencing amounts paid by
the Debtors.

Further, the Court authorized the Debtors to make 1110(a)
Elections and file 1110(a) Election Notices and 1110(b)
Stipulations pursuant to the procedures specified in the order,
and any objections to any 1110(a) Election Notice, any Cure Amount
contained therein and/or to any 1110(b) Stipulation must be served
and filed in accordance with the procedures specified in this
Order, or the objections will be barred.

                       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.




PINNACLE AIRLINES: Court Approves Sale of Certain Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Pinnacle Airlines Corp., et al., to sell certain assets
outside the ordinary course of the Debtors' business.

As reported in the Troubled Company Reporter on April 16, 2012,
BankruptcyData.com reported that Pinnacle Airlines filed with the
U.S. Bankruptcy Court a motion for authorization to establish sale
procedures for the sale of certain obsolete, surplus or burdensome
assets for a price of $3 million or less or to abandon the assets
if a sale cannot be completed.  The Debtors requested that if the
sale price of certain of the assets is less than $500,000, no sale
hearing shall be required; and if the sale is more than $500,000
but less than $3 million, the Debtors will file a notice with the
Court and an objection deadline will be set.

                       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: Committee Can Hire WDC Solutions as Disbursing Agent
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware granted the Official Committee of Unsecured
Creditors in the Chapter 11 cases of PJ Finance Company, LLC, et
al., permission to retain WDC Solutions, Ltd., as pre-confirmation
disbursing agent.

As reported by the Troubled Company Reporter on April 24, 2012,
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.

                         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.


PPL CORP: Moody's Assigns '(P)Ba2' Rating to Preferred Stock
-------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to PPL
Corporation's (PPL:Baa3 Issuer Rating) shelf registration for the
issuance of preferred stock, and assigned (P)Baa2, (P)Baa3 and
(P)Ba1 ratings to PPL Energy Supply, LLC's (PPL Supply: Baa2
Senior Unsecured Debt) shelf registration for the issuance of
senior unsecured debt, subordinated debt, and preferred stock,
respectively. The rating assignment follows the company's
March 28, 2012 shelf registration filing with the SEC for the
issuance of securities by PPL and several of its subsidiaries. The
rating outlook for PPL and PPL Supply is stable.

Ratings Rationale

PPL's Baa3 Issuer Rating is reflective of the consolidated credit
profile which has been transformed to a more diversified, more
rate regulated platform from a largely commodity driven, more
regionally focused operation. Moody's estimates that in 2012 at
least 70% of consolidated results will be provided by more
predictable, rate regulated businesses from three different
jurisdictions, several of which have an above-average regulatory
profile. To that end, the rating incorporates the reduced reliance
that PPL will have on earnings and dividends derived from its less
predictable unregulated, commodity business which will experience
reduced margins due to lower commodity prices. The rating
recognizes the growing importance that the company's Kentucky
operations will have on future results which include plans to make
substantial environmental capital investments, the steady and
predictable cash flow and earnings from its sizeable UK networks
business, and the company's focus in Pennsylvania around
infrastructure investment, through the replacement of an aging
transmission and distribution system coupled with new transmission
and smart grid investments.

The Baa2 senior unsecured rating for PPL Supply reflects a
relatively strong competitive position in two different power
markets, fairly strong credit metrics following the transition to
market rates for electric supply in Pennsylvania, and a balanced
fuel mix. The rating reflects the expectation for better retained
cash flow and free cash flow metrics due to a leveling off of the
company's construction expenditures coupled with the parent's
reduced reliance on PPL Supply for dividends following two large
utility acquisitions during 2010 and 2011. The rating factors in
Moody's expectation that leverage will continue a declining trend
by way of asset sales, lower dividends or other means which may
mitigate the down cycle's impact of PPL Supply's standalone cash
flow metrics. Results for 2011 remain in line with the current
rating; however, lower margins and cash flow beginning in 2012 may
end up placing downward rating pressure on the rating.

The ratings assigned to PPL's shelf for preferred stock and to PPL
Supply's shelf for the issuance of subordinated debt and preferred
stock incorporate Moody's normal notching practices for rating
subordinated debt and preferred securities.

The stable outlook for PPL reflects Moody's view that with the
completion of the Kentucky utilities and UK networks acquisitions,
PPL's credit quality has been fortified through a material
reduction in overall business risk. The stable outlook further
reflects Moody's view that the company's position as owner of low-
cost, strategically placed, primarily base-load generating assets
will remain unchanged in the markets that it operates, even though
the cash flow generating capacity of these assets is expected to
be lower over the next several years. The stable outlook also
incorporates a view that the company's large capital investment
will be prudently financed, to include the issuance of common
equity. While Moody's anticipates PPL being able to manage through
this down cycle at PPL Supply by reducing this subsidiary's debt,
to the extent that Moody's were to take a negative rating action
at PPL Supply, the probability of a similar rating action
occurring at PPL or one of its other subsidiaries has been greatly
reduced, given the risk profile transformation that has occurred
from the regulated business acquisitions.

While Moody's views the Kentucky and UK acquisitions as
transforming events which could form the basis for positive rating
momentum at PPL, the prospects for an upgrade in the near-term
remain somewhat limited in light of the execution risks in
integrating these two large acquisitions while confronted at the
same time with some of the market-based issues currently facing
the company's unregulated business. However, to the extent that
the integration process at both properties meets or exceeds
company expectations and PPL continues to take actions to lower
overall enterprise risk and leverage over time, PPL's rating could
be upgraded.

Similarly, the prospects for downward rating action in the
intermediate term are very limited, as Moody's views PPL as being
strongly positioned at the current rating category and fairly
resilient to withstand downward pressure in the family given the
diversified set of rate regulated operations at the company and
the reduced exposure to the commodity business.

To the end, the stable rating outlook at PPL Supply factors in the
de-risking of the PPL enterprise through the completion of the
aforementioned acquisitions that has lowered the corporation's
dependence on PPL Supply. The stable rating outlook also
incorporates a view that management will take steps to further de-
lever PPL Supply over the next several years. Moreover, Moody's
believes that internal cash flow will satisfy most of the
company's capital and dividend requirements for the next few years
due to the decline in capital expenditures and more modest
dividend payment requirements.

In light of the headwinds facing the unregulated power company and
the potential negative impact on certain cash flow metrics, very
limited prospects exist for PPL Supply's ratings to be upgraded.

PPL Supply's rating could be adjusted downward if there is
increased likelihood of greater than expected cash flow
deterioration over the next 12 months, if higher than expected
dividends are paid by PPL Supply during this down cycle, or if the
company's debt reduction program is not completed or proves to be
insufficient to maintain standalone credit metrics for a mid Baa
credit. From a quantitative perspective, if the ratio of cash flow
to debt is below the mid-twenty percent range, if the ratio of
retained cash flow to debt is in the mid-teens, or if the cash
flow coverage of interest expense declines to substantially below
4.5x on a sustained basis, downward rating pressure will surface.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009 and Regulated
Electric and Gas Utilities published in August 2009.

PPL is a diversified energy holding company headquartered in
Allentown, PA. PPL owns or controls about 19,000 megawatts of
generating capacity in the US, sells energy in key U.S. markets,
and delivers electricity and natural gas to about 10 million
customers in the US and the UK. PPL Supply is a competitive
generation company engaged primarily in the generation and
marketing of power primarily in the northeastern and western US
power markets. PPL Supply is an indirect wholly-owned subsidiary
of PPL.


PROQUEST LLC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Ann Arbor, Mich.-based ProQuest LLC to stable from negative. "We
affirmed all existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.

"The outlook revision reflects our view that the transaction has
provided flexibility to accommodate some revenue volatility and
technology risk associated with the migration of clients to a new
technology platform," said Standard & Poor's credit analyst Chris
Valentine. "We believe that the company will be able to maintain
an adequate cushion of compliance and adequate liquidity over the
next 12 months to support the 'B-' rating, absent a debt-financed
acquisition or further significant cost overrun."

"The 'B-' corporate credit rating reflects our view that operating
performance will likely remain weak over the near term, which
could result in deteriorating credit measures and liquidity
pressure. Many of ProQuest's corporate and government clients are
facing significant budgetary pressure and have reduced their
spending allocations for libraries, resulting in an unfavorable
near-term operating outlook for the company. In our view,
ProQuest's business risk profile is 'weak' because of mature and
unfavorable fundamentals of some key end markets. We view the
company as having a 'highly leveraged' financial risk profile
because of its high debt leverage and a history of debt-financed
acquisitions and distributions to its owners," S&P said.

"ProQuest is a content provider to more than 12,000 academic,
government, corporate, and public libraries. The company converts
proprietary information from publishers into electronically
accessible databases. ProQuest's end markets are relatively
mature, and growth is likely to require acquisitions and product
or geographical expansion, which entail significant risk. The
company derives the majority of its revenues from academic
libraries, followed by corporate and government customers and
public and school libraries. This has made its revenue stream
susceptible to pervasive budget pressures, which we believe will
continue. Competition within the industry is intense, and pricing
increases generally have been limited to an inflationary pace,"
S&P said.

"At the same time, demand for the company's products (especially
from academic libraries) has historically been fairly steady.
During the 2009 recession, the company did not raise its prices on
most products, but its operating performance remained relatively
stable," S&P said.

"ProQuest's technology platform migration is consuming more time
and resources than planned, contributing to higher costs and
EBITDA pressure. We believe cost pressure from the technology
platform migration could persist through at least the first half
of 2012. Mature growth prospects, pressure on public funding, and
a highly competitive market all remain key factors in performance.
As a result, under our base-case scenario, we expect flat to
modestly positive organic revenue and EBITDA growth in 2012. If
the technology platform migration is successful, EBITDA could
modestly exceed our expectations," S&P said.


PROTEONOMIX INC: JPDH & Company Succeeds KBL LLP as Accountants
---------------------------------------------------------------
Proteonomix, Inc., was notified by KBL, LLP, that it has resigned
as the Company's independent registered public accounting firm.
The resignation of KBL as the Company's independent registered
public accounting firm was approved by the Company's Board of
Directors on April 25, 2012.  The reports of KBL on the Company's
financial statements for the years ended Dec. 31, 2011, and 2010
did not contain an adverse opinion or disclaimer of opinion, and
those reports were not qualified or modified as to uncertainty,
audit scope or accounting principle.

The reports of KBL on the Company's financial statements for the
years ended Dec. 31, 2011, and 2010 contained explanatory
paragraphs which noted that there was substantial doubt as to the
Company's ability to continue as a going concern as the Company
has negative working capital, and substantial accumulated
deficits.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern.

During the years ended Dec. 31, 2011, and 2010 and through
April 24, 2012, the Company had not had any disagreements with KBL
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to KBL's satisfaction, would have
caused them to make reference thereto in their reports on the
Company's financial statements for those periods.

On April 25, 2012, the Company engaged JPDH & Company as its
independent registered public accounting firm.  The decision to
engage JPDH as the Company's independent registered public
accounting firm was approved by the Company's Board of Directors.

During the years ended Dec. 31, 2011, and 2010, and through
April 25, 2012, the Company did not consult JPDH & Company with
respect to the application of accounting principles to any
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's Financial
Statements, or any other matters or reportable events as defined
in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $7.03 million in total liabilities, and a
$3.69 million total stockholders' deficit.

For the year ended Dec. 31, 2011, KBL, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has sustained significant operating losses and is currently in
default of its debt instrument and needs to obtain additional
financing or restructure its current obligations.


RAVENWOOD HEALTHCARE: Files for Chapter 11 in Baton Rouge
---------------------------------------------------------
Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr. Md.
La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge, Louisiana.

The Debtor is a not-for-profit corporation which owns and operates
the Harborside Nursing and Rehabilitation Center, a 165-bed
skilled care facility in Baltimore, Maryland.  It has 134 hourly
rate based and 11 salaried rate based employees.

The Debtor has filed customary first day motions including
requests to use cash collateral, pay prepetition wages and
benefits, and restrain utilities from discontinuing service.  An
expedited hearing on the first day motions is scheduled for May 1,
2012, at 1:00 p.m.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due May 11,
2012.  The Chapter 11 plan and the explanatory disclosure
statement are due Aug. 27, 2012.


REID PARK: Plan Confirmation Hearing Continued Until May 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until May 31, 2012, at 10:00 a.m., the hearing to
consider the confirmation of Reid Park Properties, LLC's Fourth
Amended Plan of Reorganization dated Feb. 16, 2012.

WBCMT 2007-C31 South Alvernon Way, LLC, is asking the Court deny
the Debtor's Plan because it is a disguised attempt to transfer
title of its hotel to a preferred investor to preserve a stream of
management fee income for the Debtor's equity holders.

According to WBCMT, the Plan suffers numerous infirmities under
the Bankruptcy Code, including lack of a legitimate accepting
impaired class, lack of feasibility, improper loan terms for
secured creditor cramdown and violation of the absolute priority
rule.

The Fourth Amended Plan provides that the Reorganized Debtor will
retain all property of the estate, excepting property which is to
be sold or other wise disposed of as provided for in the Plan,
executory contracts which are rejected pursuant to the plan, and
property transferred to creditors.  The retained property will be
used and employed by the Reorganized Debtor in the continuance of
its business.

A full-text copy of the Fourth Amended Plan is available for free
at http://bankrupt.com/misc/REID_PARK_plan_4thamended.pdf

As reported by the Troubled Company Reporter on March 2, 2012, the
Debtor's Plan is a new value Plan which will require the infusion
of monies into the Reorganized Debtor through capital
contributions made by a new participating investor.  A portion of
the new monies will be used to make improvements and repairs to
the Doubletree Hotel located in Tucson, Arizona, which will in
turn allow the Debtor to become more profitable and increase its
competitive edge over other properties in the area.  After the
payment of certain expenses made pursuant to the Plan, the Debtor
will create a capital reserve that will be held by the Debtor and
used for capital items, and improvements, including PIP
improvements or unexpected repairs at the hotel.  The Debtor will
also fund a debt service reserve to pay debt service.  Working
capital will be maintained by the Debtor.  These reserves will
ensure that the Reorganized Debtor is able to meet its obligations
in the event of a decrease in revenue.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RENAISSANCE FINANCIAL: Moody's Issues Summary Credit Opinion
------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Renaissance Financial Holding Limited (basis for ratings on
Renaissance Securities Trading Limited) and includes certain
regulatory disclosures regarding Renaissance Securities Trading
Limited's ratings.  The release does not constitute any change in
Moody's ratings or rating rationale for Renaissance Securities
Trading Limited and Renaissance Financial Holding Limited.

Moody's current ratings on Renaissance Securities Trading Limited
are:

BACKED Senior Unsecured (foreign currency) ratings of B1

BACKED Senior Unsecured MTN Program (foreign currency) ratings of
(P)B1

BACKED Other Short Term (foreign currency) ratings of (P)NP

Ratings Rationale

The issuer ratings of RFHL represent the group's (i) solid
position on the Commonwealth of Independent States (CIS)
investment banking market, (ii) relatively low risk appetite to
market and credit risks assumed in its day-to-day activities,
(iii) adequate leverage which is beneficial for liquidity (which
is capable of withstanding medium-sized shock), and its capital
cushion is sufficiently adequate to accommodate credit and market
risks, and (iv) ability -- as historically demonstrated by the
management (shareholder) team -- to quickly adjust to new business
realities and anticipate challenges in the operating environment.

At the same time, the ratings are constrained by (i) risky and
unstable markets where RFHL operates, aggravated by concentration
of revenues on a limited number of products and lack of
geographical diversification; (ii) diminished competitive power as
markets are re-shaped and competition intensifies, (iii)
significant appetite to strategic market and credit risks; (iv)
sizeable "cliff risk" in terms of liquidity if major market
dislocation occurs; and (v) a complex organisational structure
consisting of a large number of individual entities, which could
result in some structural subordination from operating entities
and exposure to various legal risks, while poor regulation of
Russian securities markets may fail to limit and control industry-
related and company-specific risks - albeit significantly
mitigated by the fact that more than 50% of business is booked
under EU regulations.

Rating Outlook

The rating outlook for RFHL is stable.

What Could Change the Rating - Up

RFHL's ratings are unlikely to be upgraded in the medium term.
However, positive rating drivers include (i) sustained low
involvement in financing of illiquid risky assets, including other
group segments, (ii) sustainably low liquidity risk appetite,
(iii) continuous development of franchise, and (iv) improved
diversification in terms of asset class instruments, clients and
geography. If achieved, this could result in lower volatility of
earnings, a lower risk profile - stemming from better risk
management practices - and the maturing of Russia's financial
markets.

What Could Change the Rating - Down

Downward rating pressure could result from significant liquidity
deterioration, significant capital erosion due to high credit
risks mainly associated with related-party financing, and
significant loss of franchise leading to reduced revenue streams
which could not be compensated by appropriate cost-cutting
measures. Significant reduction of capital via dividend
distribution could also result in a negative rating action,
although this is not viewed by Moody's as a central scenario. In
addition, significant increase in related-party financing is also
expected to negatively affect the rating.

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


RS YACHT: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RS Yacht Services, Inc.
        aka My Seascape
        P.O. Box 363443
        San Juan, PR 00936

Bankruptcy Case No.: 12-03193

Chapter 11 Petition Date: April 26, 2012

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

Debtor's Counsel: Eduardo J Corretjer Reyes, Esq.
                  BUFETE ROBERTO CORRETJER PIQUER
                  625 Ponce de Leon Avenue
                  San Juan, PR 00917-3111
                  Tel: (787) 751-4618
                  Fax: (787) 759-6503
                  E-mail: ejcr98@yahoo.com

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

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

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

The petition was signed by Pedro Ray, president.


SCHOMAC GROUP: BOKF Wants Plan Outline Denied
---------------------------------------------
BOKF, N.A., has asked the U.S. Bankruptcy Court for the District
of Arizona to deny approval of the Disclosure Statement explaining
The Schomac Group, Inc., et al.'s Plan of Reorganization, as
amended February 2012.

According to BOKF, the Disclosure Statement, among other things:

   -- does not comply with applicable provisions of the Bankruptcy
      Code;

   -- was proposed in bad faith;

   -- was not accepted by every impaired class;

   -- is not fair and equitable as to the classes addressing
      BOKF's secured claims;

   -- violates the absolute priority rule as to the classes
      addressing BOKF's unsecured claims; and

   -- cannot satisfy the best interests of creditors test -- the
      Plan is not feasible because its implementation requires
      tens of millions of dollars of cash from vaguely identified
      and highly speculative sales of mostly unimproved or
      encumbered real estate.

                        The Chapter 11 Plan

On March 29, 2012, the Debtors filed with the Court three non
adverse modifications to their Plan, seeking:

   -- determination that pursuant to Section 1127 of the
Bankruptcy Code, by filing and serving the modification on the
affected parties, the Debtors have complied with the disclosure
requirements of the Bankruptcy Code under Section 1125, and that
the modification is appropriate; and

   -- to incorporate a settlement which has been reached with the
Arizona Department of Revenue -- the settlement results in an
acceptance of the Plan by the creditor and avoids litigation over
an objection to the Plan; and

Full-text copies of the modifications are available for free at:

http://bankrupt.com/misc/THE_SCHOMAC_GROUP_plan_modification.pdf
http://bankrupt.com/misc/THE_SCHOMAC_GROUP_plan_modification_b.pdf
http://bankrupt.com/misc/THE_SCHOMAC_GROUP_plan_modification_c.pdf

As reported by the Troubled Company Reporter on Jan. 6, 2012, the
Debtors' Joint Plan of Reorganization contemplates the continued
operation of the business entities, including the marketing of
properties, which will allow the Debtors to pay creditors.  The
Debtors' secured debt will be restructured in a manner where
payment obligations do not outstrip the income from the project.

The Plan will be funded by future operations of the Debtors'
businesses, including the sale of properties, as well as by the
dividend income from the Debtors' OP Units in CubeSmart.  The
Debtors also have commitments from related non-debtor entities and
the individual equity-holder of the Debtors to fund plan payments,
to the extent the Debtors' revenues are insufficient.

Allowed general unsecured creditors of Schomac will be paid an
initial distribution equal to 10% of each Allowed Claim within 12
months after the Effective Date.

                  About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group disclosed $48,929,897 in total assets and $34,583,005 in
total liabilities.  Judge Eileen W. Hollowell presides over the
cases.  Mesch, Clark & Rothschild, P.C., serves as the Debtors'
counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SEACOR HOLDINGS: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
SEACOR Holdings Inc. and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for SEACOR and its
affiliates.

Moody's current ratings for SEACOR and its affiliates are:

SEACOR Holdings Inc.

LT Corporate Family Rating (domestic currency) of Ba1

Probability of Default Rating of Ba1

Senior Unsecured (domestic currency) Rating of Ba1

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

Subordinate Shelf (domestic currency) Rating of (P)Ba2

Pref. Shelf (domestic currency) Rating of (P)Ba2

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba2

LGD Senior Unsecured (domestic currency) Assessment of 57 - LGD4

LGD Senior Unsec. Shelf (domestic currency) Assessment of 57 -
LGD4

LGD Subordinate Shelf (domestic currency) Assessment of 97 - LGD6

LGD Pref. Shelf (domestic currency) Assessment of 97 - LGD6

Ratings Rationale

SEACOR's Ba1 Corporate Family Rating (CFR) reflects the company's
substantial market position in offshore marine services, being a
leading provider in the US Gulf of Mexico (GOM) market and also
having a presence in other major offshore oil and gas markets
around the world. The rating is also supported by the company's
policy of maintaining large cash and investment balances relative
to debt to mitigate its financial risk in light of the high
cyclicality of oilfield services demand. However, this high
liquidity is also kept for opportunistic acquisitions when
management believes asset valuations are attractive, which often
coincides with market downturns, and is used for share repurchases
and special dividends. Moody's believes that management's
propensity to make changes to its asset mix and periodically
return funds to shareholders is appropriately accommodated for in
the Ba1 rating.

The outlook is stable based on Moody's expectation that SEACOR's
earnings improve in 2012 and that it maintains its substantial
liquidity position. If the company's earnings do not improve as
expected and strengthen the company's leverage and interest
coverage metrics then the ratings could be downgraded. A major
acquisition without meaningful equity funding that increases
leverage and/or reduces the company's liquidity position could
also pressure the ratings. Debt/EBITDA 3.5x or above on a
sustained basis could result in a ratings downgrade. SEACOR's
ratings could be upgraded if the company increases its operating
asset base to enhance its fleet quality, market position and
geographic diversification in its existing lines of business.
Increasing the asset scale and business profile of its core
offshore support businesses to levels comparable with investment
grade oilfield services peers while maintaining gross adjusted
debt/EBITDA of 2x on a sustainable basis would be more consistent
with an investment grade rating.

The principal methodology used in rating SEACOR was the Global
Oilfield Services Industry Methodology published in December 2009.


SPEEDY CASH: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to Speedy Cash Holdings Corp. (SC). The outlook is stable.

"SC is the holding company of Speedy Cash Intermediate Holdings
Corp. (SCI; B/Stable/--), and it has no other substantial assets
outside of this investment. SCI directly owns all of SC's
subsidiaries; as a result, our ratings on both companies are the
same. SC and its current and future domestic subsidiaries
guarantee the existing $250 million notes that SCI issued," S&P
said.

"Our ratings on Wichita, Kan.-based SC are based on the company's
exposure to legislative and regulatory risks, the operational
risks associated with its ongoing integration of Canada-based Cash
Money Cheque Cashing Inc. (not rated), its moderate concentration
in several U.S. states and Ontario, and its negative tangible
equity," said Standard & Poor's credit analyst Igor Koyfman. "The
company's good cash flows and profitability metrics, its improved
diversification with the acquisition of Cash Money, and the
moderate credit risk associated with its loan products mitigate
the weaknesses."

"The stable outlook reflects our expectation that SC will continue
to maintain good cash flow and profitability metrics. We could
lower the rating if adverse legislative or regulatory actions lead
to a material decline in earnings. We would also consider lowering
the rating if EBITDA leverage (measured as debt to EBITDA) exceeds
5.0x. We could raise the rating if SC increases its product and
geographic diversification without significantly increasing
leverage. However, an increase in regulatory risk would ultimately
worsen the company's business profile and offset any
diversification improvements," S&P said.


ST. JOSEPH HEALTH: S&P Lowers Rating on $18.4-Mil. Bonds to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC'
from 'B-' on Rhode Island Health & Educational Building Corp.'s
$18.4 million series 1999 bonds issued for St. Joseph Health
Services.

"We believe St. Joseph's operating and financial profile has
steadily weakened over the past several years, with utilization
volatility, decreased revenue, and extremely thin liquidity, as
well as a trend of financial results that have fallen
significantly short of budget expectations," said Standard &
Poor's credit analyst Jennifer Soule. "Management implemented a
recovery plan back in 2010, which has allowed for some improvement
in its operating margin; however, the improvement hasn't been
enough to offset the operating challenges," said Ms. Soule.

"St. Joseph's excess revenues over expenses also remain weak and
have resulted in a debt service covenant violation for a second
year (covenant violations were realized in fiscals 2010 and 2011).
A 'CCC' rating by definition indicates that the obligation is
currently vulnerable to nonpayment, and is dependent on favorable
business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial
commitment on the obligation," S&P said.

"The negative outlook reflects Standard & Poor's view that St.
Joseph's operating and financial profile could continue to weaken
over the upcoming one-year outlook period. Standard & Poor's could
consider a lower rating if St. Joseph's debt service coverage
continues to run well below sufficient levels or if its liquidity
decreases further from the 11 days' cash on hand reported at the
end of February 2012. Standard & Poor's could also consider
lowering the rating if St. Joseph fails to make its monthly
payments to the bond trustee or its next full debt service payment
in October 2012. A higher rating is unlikely within the outlook
due to given St. Joseph's current operating and financial
challenges," according to Standard & Poor's.


ST. PAUL BAPTIST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: St. Paul Baptist Church, a Religious Association
        aka St. Paul Baptist Church
        3115 Stacy Lane
        Paris, TX 75460

Bankruptcy Case No.: 12-41101

Chapter 11 Petition Date: April 25, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

Estimated Assets: $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
filed with the petition is available for free at:
http://bankrupt.com/misc/txeb12-41101.pdf

The petition was signed by Kenneth Rogers, Sr., pastor.

Affiliate that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
St. Paul Baptist Church of Paris      11-43639            12/05/11


SUBURBAN PROPANE: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior unsecured ratings on Suburban Propane Partners
L.P. and placed them on CreditWatch with negative implications.

"At the same time, we affirmed the 'BB-' corporate credit rating
on Inergy L.P. and placed the partnership's unsecured debt ratings
on CreditWatch with developing implications," S&P said.

"The rating action on Suburban reflects our view that the
partnership's higher pro forma financial leverage more than
offsets the benefits of the propane business' increased scale,"
said Standard & Poor's credit analyst Michael Grande.

"We would expect to revise the financial risk profile to
'significant' from 'intermediate', and maintain the business risk
profile at 'weak', reflecting the inherent industry risks in
retail propane distribution. Pro forma credit measures will be
aggressive, based on the proposed financing mix and an
unseasonably warm winter that significantly affected financial
results over the trailing 12-month period. We expect total debt to
EBITDA could increase to slightly more than 5x for year-end 2012,
compared with 2.5x for the 12 months ended Dec. 24, 2011. We
anticipate credit measures to improve, but they will likely remain
worse relative to our prior expectations on Suburban.
Specifically, we estimate that total debt to EBITDA will improve
to about 3.8x in 2013, assuming propane volumes recover to more
normal levels and retail margins remain roughly stable," S&P said.

"Suburban's business risk profile remains weak primarily due to
our view of the industry risks. These risks include mild winter
weather, little product differentiation, customer conservation,
and some commodity price exposure. Still, we recognize that the
proposed acquisition better positions Suburban within the weak
category due to the pro forma partnership's increased scale,
better geographic diversity, and potential cost synergies. The
Inergy purchase roughly doubles the partnership's size and expands
its geographic territory beyond its existing East Coast and West
Coast markets and into the Mid-West and Southeast," S&P said.

"We expect to resolve the CreditWatch listing when Suburban
completes its acquisition of Inergy's retail propane business,
which we expect to occur by June 30, 2012, the end of the
partnership's third quarter. Based on the partnership's increased
financial leverage and our view of the inherent risks of the
retail propane industry, we expect that we would limit any ratings
downgrade to one notch. We also would expect to rate the senior
unsecured notes the same as the corporate credit rating," S&P
said.

"We expect to resolve the CreditWatch listing on Inergy's
unsecured issue rating once we have a better understanding of the
partnership's expected capital structure, which could be in the
next 90 days," S&P said.


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

Moody's current ratings on SunTrust Banks, Inc. and its affiliates
are:

Long Term Issuer rating of Baa1

Senior Unsecured (domestic currency) ratings of Baa1

Subordinate (domestic currency) ratings of Baa2

Preferred Stock Non-cumulative (domestic currency) ratings of Ba1
(hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa1

Subordinate Shelf (domestic currency) ratings of (P)Baa2

Junior Subordinate Shelf (domestic currency) ratings of (P)Baa3

Preferred Shelf (domestic currency) ratings of (P)Baa3

Commercial Paper (domestic currency) ratings of P-2

BACKED Senior Unsecured (domestic currency) ratings of Aaa

SunTrust Bank

Long Term Issuer rating of A3

Senior Unsecured (domestic and foreign currency) ratings of A3

Senior Unsecured Bank Note Program (domestic currency) ratings of
(P)A3

Senior Unsecured MTN Program (domestic currency) ratings of (P)A3

Long Term Bank Deposits (domestic currency) ratings of A3

Long Term Other Senior Obligations ratings of A3

Bank Financial Strength ratings of C

Subordinate Bank Note Program (domestic currency) ratings of
(P)Baa1

Subordinate (domestic currency) ratings of Baa1

Short Term Bank Note Program (domestic currency) ratings of (P)P-2

Short Term Bank Deposits (domestic currency) ratings of P-2

Other Short Term (domestic currency) ratings of (P)P-2

Short Term Other Senior Obligations ratings of P-2

SunTrust Capital I

BACKED Preferred Stock (domestic currency) ratings of Baa3 (hyb)

SunTrust Capital VIII

BACKED Preferred Stock (domestic currency) ratings of Baa3 (hyb)

SunTrust Capital IX

BACKED Preferred Stock (domestic currency) ratings of Baa3 (hyb)

SunTrust Capital X

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XI

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XII

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XIII

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XIV

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XV

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XVI

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Capital XVII

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3

SunTrust Preferred Capital I

BACKED Preferred Stock (domestic currency) ratings of Ba1 (hyb)

SunTrust Real Estate Investment Corporation

Preferred Stock Non-cumulative (domestic currency) ratings of Baa3
(hyb)

Ratings Rationale

Moody's assigns a bank financial strength rating (BFSR) of C to
SunTrust's lead bank, SunTrust Bank. This rating continues to be
supported by SunTrust's broad direct banking franchise in the
Southeastern and Mid-Atlantic regions of the U.S. as well as by
its diversified revenue base, healthy capital position and strong
bank and bank holding company liquidity profile.

However, SunTrust's performance, particularly its earnings
profile, has been weak, weighed down by its significant
residential real estate concentration. That concentration has also
resulted in an elevated level of nonperforming assets, though the
bank's recent credit quality metrics have improved.

SunTrust's ratings also incorporate Moody's expectation of
moderate core pre-provision profitability, relative to its risk-
weighted assets. This metric has been negatively impacted by
credit-related expenses, such as OREO costs and mortgage
repurchase expenses that continue to be material. These expenses
will continue in 2012 and prevent SunTrust's earnings from
reaching the levels enjoyed by similarly-rated peers that are not
as concentrated in residential real estate. However, these
expenses should not be of a magnitude that they would dent
SunTrust's healthy capital position.

SunTrust's C BFSR translates into an A3 long-term deposit and
senior debt rating at the bank and a Prime-2 short-term rating.

The holding company is rated Baa1 for senior debt.

- A valuable direct banking franchise in the Southeastern and
Mid-Atlantic U.S. provides significant rating support

- Sizable, low-cost commercial and retail core deposit base

- Large residential real estate portfolio, a notable part of
which is in Florida and other stressed Southeastern markets

- Risk-adjusted pre-provision profitability indicators, and the
efficiency ratio, are modest compared with those of many regional

peers

Rating Outlook

The rating outlook is stable.

What Could Change the Rating -- Up

Sustained improvement in SunTrust's pre-provision profitability,
likely driven by meaningful declines in its credit-related costs
and repurchase expenses, as well as a lasting reduction in
nonperforming assets, including TDRs, could result in future
upward rating pressure.

What Could Change the Rating -- Down

Since SunTrust's primary credit challenge remains its exposure to
U.S. residential real estate, a scenario where housing values
remain under pressure would raise its costs and weaken its
earnings. To the extent that SunTrust's capital position would
also weaken in that environment, negative rating pressure could
result.

The methodologies used in these ratings were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: Global Methdology published in March 2012.


TENET HEALTHCARE: Fitch Rates $141-Mil. Sr. Secured Notes 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Tenet Healthcare
Corporation's $141 million 6.25% senior secured notes due 2018 and
a 'B/RR3' rating to Tenet's $150 million 8% senior notes due 2020.
The notes are add-ons to outstanding note issues and proceeds will
be used to repurchase mandatory convertible preferred stock.
Tenet's Issuer Default Rating (IDR) is currently 'B-'.  The Rating
Outlook is Positive. The ratings apply to approximately
$4.5 billion of debt at Dec. 31, 2011.

Tenet's credit metrics, including debt leverage and interest
coverage, are strong relative to the 'B-' IDR.  Proceeds of the
notes issue will be used to retire mandatory convertible preferred
stock, resulting in a 0.3 times (x) increase in debt-to-EBITDA.
Pro forma for the add-on notes issuance, Fitch calculates gross
debt-to-EBITDA of 4.1x and EBITDA-to-latest 12 months (LTM)
interest expense of 3.0x.  Leverage through the secured debt is
2.4x. Debt leverage has declined dramatically since 2007, dropping
to near 4.0x from 6.5x due to growth in EBITDA.

During 2011, Tenet made progress in extending debt maturities and
refinancing some of its higher cost debt.  In November 2011, Tenet
issued $900 million of 6.25% senior secured notes due 2018 and
used a portion of the proceeds to refund the $714 million 9%
senior secured notes maturing 2015.  Also in November 2011, Tenet
entered into an amendment to its credit facility, extending final
maturity by one year, to November 2016.  There is a springing
maturity under the bank facility to fourth-quarter 2014 unless the
company refinances $238 million of its $474 million 9.25% senior
notes maturing 2015.

Tenet's debt agreements do not include financial maintenance
covenants, except for a 2.0x fixed charge coverage ratio test
under the bank facility that is in effect whenever availability
under the revolver is less than $80 million (at Dec. 31, 2011
availability was $574 million).

Tenet's negative FCF (cash from operations less capital
expenditures and dividends) profile remains the most important
credit risk.  In 2011, Fitch calculates FCF for Tenet of negative
$2 million.  The rate of cash burn has been steadily improving
over the past several years, showing continued incremental
progress in achieving positive cash flow.  Fitch's projects that
Tenet's FCF will be slightly positive in 2012 based in part on
improved profitability, lower litigation expense, and positive
cash tax implications of a $1.8 billion net operating loss.

After lagging the broader industry in its patient volume trends in
2009 and 2010, Tenet's volume trends shifted favorably beginning
in 2011.  For the first quarter of 2012 (1Q'12), Tenet reports
adjusted admissions growth of 2.8%, its sixth consecutive quarter
of positive growth.  Positive volume growth has helped the company
improve its industry lagging profitability.  Although Tenet
continues to be less profitable than its peers, a 55 basis points
(bps) improvement in its Dec. 31, 2011 LTM EBITDA margin to 12.2%
versus its 2010 EBITDA margin of 11.65% indicates that it is
making incremental progress in closing the gap.

Fitch believes that Tenet's capital deployment has recenlty become
more shareholder friendly, as evidenced by retirement of the
preferred stock.  The company has also deployed cash for share
repurchases in recent periods.  In 2011, Tenet spent about $375
million of cash on share buy-backs.  This was the first time the
company has bought back shares in recent history.  During 1Q'12
the company reports that it repurchased $26 million worth of
shares.

An upgrade to a 'B' IDR for Tenet would be consistent with credit
metrics maintained at current levels, coupled with an expectation
of sustained positive FCF generation.  More clarity on Tenet's
cash deployment strategy would also support an upgrade in light of
the company's recently more shareholder friendly capital
deployment.  A negative rating action for Tenet is unlikely in the
near term.

Fitch currently rates Tenet as follows:

  -- IDR 'B-';
  -- Senior secured credit facility and senior secured notes
     'BB-/RR1';
  -- Senior unsecured notes 'B/RR3'.

Tenet's Recovery Ratings (RR) reflect Fitch's expectation that a
going concern scenario will result in a greater enterprise value
for the company than liquidation.  Fitch uses a 7.0x distressed
enterprise value multiple.  The Dec. 31, 2011 LTM EBITDA is
stressed by 40%, considering post restructuring estimates for
interest and rent expense and maintenance level capital
expenditure.

Fitch estimates Tenet's distressed enterprise valuation in
restructuring to be approximately $4.9 billion.  The 'BB-/RR1'
rating for the senior secured bank facility and senior secured
notes reflects Fitch's expectations for 100% recovery for these
creditors.  The 'B/RR3' rating on the senior unsecured notes
rating reflects Fitch's expectations for recovery in the 51% - 71%
range.

Total debt of $4.5 billion at Dec. 31, 2011 consisted primarily
of:

Senior unsecured notes:

  -- $57 million due 2012;
  -- $216 million due 2013;
  -- $60 million due 2014;
  -- $474 million due 2015;
  -- $600 million due 2020;
  -- $430 million due 2031.

Senior secured notes:

  -- $714 million due 2018;
  -- $900 million due 2018;
  -- $925 million due 2019.




TEXTRON FINANCIAL: S&P Raises Issuer Credit Ratings From 'BB+/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long- and short-term
issuer credit ratings on Textron Financial Corp. (TFC) to 'BBB-/A-
3' from 'BB+/B'. "At the same time, we removed the ratings from
CreditWatch, where they were placed with positive implications on
March 28, 2012. The outlook is stable. We also raised our rating
on the company's senior unsecured debt to 'BBB-' from 'BB+' and
our junior subordinated debt rating to 'BB' from 'B'," S&P said.

"The upgrade reflects our view that TFC is now a 'core' or captive
subsidiary of its parent, Textron Inc. (Textron; BBB-/Stable/A-3).
Under our criteria, our ratings on a core or captive subsidiary
are the same as those on its parent," S&P said.

"TFC has dramatically reduced its noncaptive assets on its way to
becoming a pure captive finance unit of Textron. During the
process of liquidating noncore assets, Textron has shown a
consistent commitment to support TFC, notwithstanding the
considerable strain the finance company's outsize losses have
placed on its parent," said Standard & Poor's credit analyst
Brendan Browne. "In our view, that has enabled TFC to greatly
reduce its credit and liquidity risk to a point where any
additional support is likely to be very manageable for Textron."

"Textron has provided substantial equity support to TFC since
2008, including $240 million as recently as January 2012, and it
accounted for about one-quarter of TFC's reported debt at year-end
2011. That has allowed TFC to absorb $1.1 billion in net losses in
four years, to meet significant debt maturities, and to remain in
compliance with the terms of the support agreement between Textron
and TFC. (Certain TFC debt issues require the parent to uphold the
terms of the support agreement, which relate to the subsidiary's
net worth, earnings, and other matters.)," S&P said.

"In the process, TFC has substantially reduced its credit and
liquidity risk -- more rapidly than we expected a year ago -- and
has moved more toward acting simply as a captive finance company.
In 2011, the subsidiary liquidated or wrote down its troubled
noncaptive managed receivables (including mortgages on golf
courses, developer loans, and large-ticket equipment leases) by
almost 60%. It made further progress in liquidating those
receivables in first-quarter 2012. As of year-end 2011, we believe
TFC had marked down its noncaptive portfolio by roughly 40% from
its unpaid principal balance, net of the allowance for loan
losses. The reported noncaptive portfolio accounted for about 40%
of TFC's receivables, down from 54% in 2010. We expect the company
to liquidate the majority of the remaining non-captive portfolio
within three years," S&P said.

"TFC also paid down $1.9 billion in reported debt in 2011,
shrinking its balance sheet by more than 40% and leaving it with
debt maturities of $52 million in 2012 and $577 million in 2013,"
S&P said.

"The stable outlook on TFC is the same as that of its parent,
Textron. In first-quarter 2012, Textron extended its 2010-2011
recovery. Textron's first-quarter profits rose from the prior
year, and its debt is down 25% from year-end 2010. A downgrade
would result only from a steep, recessionary downturn in Textron's
markets -- which we do not expect," S&P said.

"We would consider raising the ratings if Textron restores its
profitability margins (for example, achieves EBITDA margins in the
midteens) and resolves questions about the company's longer-term
prospects. In this light, the further bolstering of the balance
sheet that we anticipate for 2012 is only prudent. Textron
management seems committed to such financial strengthening as
it uses free cash flow to reduce debt, as opposed to paying higher
dividends or repurchasing shares," S&P said.


TITAN ENERGY: Incurs $3.4 Million Net Loss in 2011
--------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.43 million on $14.06 million of net sales in 2011,
compared with a net loss of $3.67 million on $14.04 million of net
sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.61 million
in total assets, $8.29 million in total liabilities and a $2.67
million total stockholders' deficit.

The Company's consolidated financial statements have not been
audited as of Dec. 31, 2011, or for the year ended Dec. 31, 2011.
The Company was audited as of Dec. 31, 2010, and for year ended
Dec. 31, 2010, by its independent accounting firm which issued
their audit opinion on March 31, 2011.  The audit has not been
performed due to the cost and availability of cash required to pay
past due fees owed to the Company's independent accountant firm.

                           Going Concern

The Company incurred a net loss for the year ended Dec. 31, 2011,
of $3,435,009.  At Dec. 31, 2011, the Company had an accumulated
deficit of $33,364,735.  The Company said that these conditions
raise substantial doubt as to its ability to continue as a going
concern.

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

                        http://is.gd/0jEkSn

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TRAINER GLASS: Court OKs Arnstein & Lehr as Bankruptcy Counsel
--------------------------------------------------------------
Trainor Glass Company sought and obtained approval from the U.S.
Bankruptcy Court to employ Stein, Michelle G. Novick, Kevin H.
Morse and Brian P. Welch and the partners, associates and
paralegals of the law firm of Arnstein & Lehr LLP as bankruptcy
counsel.

The firm, among other things, will:

   (a) provide legal advise with respect to the Debtor's powers
       and duties as debtors in possession in the management of
       their assets;

   (b) provide legal advise with respect to the Debtor's
       obligations to taxing bodies and other government
       agencies; and

   (c) negotiations with the Debtor's secured creditors.

The firm's rates are:

   Personnel                  Rates
   ---------                  -----
   Michael L. Gesas        $610 per hour
   Barry A. Chatz          $610 per hour
   David A. Golin          $525 per hour
   Miriam R. Stein         $485 per hour
   Michelle G. Novick      $485 per hour
   Kevin H. Morse          $300 per hour
   Brian P. Welch          $295 per hour

Generally, A&L's hourly rates are:

     Attorneys:       $270 - $610 per hour
     Paralegals:      $140 - $250 per hour

Michael L. Gesas, Esq., a partner of A&L, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       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.

A three-member official committee of unsecured creditors has been
appointed in the case.


TRAINER GLASS: Hires High Ridge as Financial Consultants
--------------------------------------------------------
Trainor Glass Company sought and obtained approval from the U.S.
Bankruptcy Court to employ Michael Eber, Tina Hughes and High
Ridge Partners, Inc., as its financial consultant to, among other
things:

   a. assist the Debtor with the coordination of resources related
      to the orderly liquidation of the Debtor's assets;

   b. assist in the preparation of information for distribution to
      creditors and others, including, but not limited to,
      schedules and statement of financial affairs, debtor in
      possession operating reports, budgets, cash receipts and
      disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought; and

   c. attend meetings and assist in discussions with creditors,
      potential purchasers, banks, and the secured lender, any
      official committee(s).

The firm's rates are:

    Personnel                 Rates
    ---------                 -----
    Michael Eber           $400 per hour
    Tina Hughes            $310 per hour

Other persons employed by High Ridge will render services to the
Debtor as needed.  Generally, High Ridge's hourly rates for
associates are from $160 to $310 per hour.

Michael Eber, a principal of High Ridge, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       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.

A three-member official committee of unsecured creditors has been
appointed in the case.


TRAINER GLASS: Sugar Felsenthal Approved as Committee's Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Trainor Glass
Company sought and obtained approval from the U.S. Bankruptcy
Court to retain Sugar Felsenthal Grais & Hammer LLP as counsel.

The firm, among other things, will:

   a. advise the Committee on all legal issues as they arise;

   b. represent and advise the Committee regarding the terms of
      any sales of assets or plans of reorganization or
      liquidation, and assisting the Committee in negotiations
      with the Debtor and other parties-in-interest; and

   c. investigate the Debtor's assets and pre-bankruptcy conduct,
      and investigating the validity, priority and extent of any
      liens asserted against the Debtor's assets.

The firm's rates are:

   Personnel              Rates
   ---------              ------
   New associates      $250 per hour
   Senior partners     $655 per hour
   Paraprofessionals    $55 to $225 per hour.

The rates of the professionals providing the services are:

   Personnel              Rates
   ---------              ------
   Aaron L. Hammer        $655/hour
   Etahn M. Cohen         $575/hour
   Mark S. Melickian      $525/hour
   Michael A. Brandess    $345/hour
   Jack R. O'Connor       $275/hour

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

The firm may be reached at:

          Aaron L. Hammer, Esq.
          SUGAR FELSENTHAL GRAIS & HAMMER LLP
          30 N. LaSalle St., Ste.
          Tel: (312) 704-2170
          E-mail: ahammer@sugarfgh.com

                       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.

A three-member official committee of unsecured creditors has been
appointed in the case.


TRIDENT MICROSYSTEMS: Wants to Expand Scope of Employment of PwC
----------------------------------------------------------------
Trident Microsystems, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to expand the scope
of employment of PricewaterhouseCoopers LLP to include income tax
preparation and transfer pricing analysis services, nunc pro tunc
as of March 28, 2012.

As reported by the Troubled Company Reporter on Feb. 13, 2012, the
Court granted the Debtors permission to employ PwC as the Debtors'
tax advisor and independent auditor, nunc pro tunc to the Petition
Date, with these hourly rates: partner at $650, senior managing
director at $650, directors at $550, managers at $475, senior
associates at $375, and associates at $275.

The Debtors believe that the expansion of PwC's employment is
crucial to their efforts to navigate through Chapter 11 and
provide a maximum recovery to their creditors.  Entry into the
pricing services agreement is critical to ensure that the Debtors'
intercompany transactions between non-debtor Trident entities have
been set at the appropriate levels for taxing purposes and to
ensure that each Trident entity is being charged the proper amount
for services provided by the other Trident entities.  Failure to
properly account for these fees could result in adverse tax
consequences and improperly affect the recovery available for the
Debtors and non-debtors.  PwC has historically provided both the
transfer Pricing Services and the Income Tax Services contemplated
in the engagement letters.

PwC will:

           a. prepare, and sign as preparer, the U.S. Corporation
              Income Tax Return Form 1120, s well as the required
              state corporate income tax returns for the tax year
              beginning Jan. 1, 2011, through Dec. 31, 2011, for
              the entities identified in the Income Tax Services
              Letter, and perform additional services that are not
              significant enough to require a separate engagement
              letter on an as-needed basis, like (i) providing
              advice, answers to questions and opinions on tax
              planning or reporting matters, and (ii) providing
              advice and assistance with respect to matters
              involving the IRS or other taxing authorities.  In
              completing the Income Tax Services, PwC will perform
              those tasks set forth in the Tax Services Letter;
              and

           b. prepare and deliver a transfer pricing documentation
              report in connection with certain agreed-upon
              intercompany transactions for the fiscal year ended
              Dec. 31, 2011.  In completing the Transfer Pricing
              Services, PwC will perform those tasks set forth in
              the Pricing Services Letter.

Upon execution of the Tax Services Letter, and following the
approval of the fees by the Court, the Debtors will pay to PwC a
flat fee of $99,500 for the Income Tax Services.  If additional
state tax returns are required, the fee will be adjusted at a rate
of $2,000 per state.  Additionally, the fee for Forms 5471 and
Forms 5472 will be $2,500.

If additional services are required, such as assistance with
recurring state and local tax planning issues and with dealing
with state and local taxing authorities, PwC will charge these
customary hourly rates:

              Partner                         $650
              Senior Managing Director        $650
              Director                        $550
              Manager                         $475
              Senior Associate                $375
              Associate                       $275

Upon execution of the Pricing Services Letter, and following the
approval of the fees by the Court, the Debtors will pay to PwC a
flat fee of $22,000 for the Transfer Pricing Services.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
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 said it expects to shortly file 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.  FTI Consulting,
Inc., is the financial advisor.  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 had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Creditors Panel Can Hire Imperial as Advisor
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware granted permission to the Official
Committee of Unsecured Creditors of Trident Microsystems, Inc., et
al., to retain Imperial Capital, LLC, as investment banker and
financial advisor, nunc pro tunc to Jan. 19, 2012.

As reported by the Troubled Company Reporter on Feb. 28, 2012,
Imperial Capital will receive a monthly fee until the conclusion
or termination of its engagement at the rate of $125,000.  In
addition, Imperial Capital will be entitled to seek approval by
the Court of a completion fee of not less than $500,000 and not
more than $1,000,000.  Imperial Capital will receive monthly
reimbursements for reasonable out-of-pocket expenses incurred with
the rendition of investment banking and financial advisory
services.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
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 said it expects to shortly file 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.  FTI Consulting,
Inc., is the financial advisor.  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 had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Wants Plan Filing Period Extended to July 2
-----------------------------------------------------------------
Trident Microsystems, Inc., et al., ask the Hon. Christopher S.
Sontchi of the U.S. Bankruptcy Court for the District of Delaware
to extend by 60 days the exclusive periods for the filing of a
Chapter 11 plan and the solicitation of acceptances of the plan
until July 2, 2012, and Aug. 31, 2012, respectively.

The Debtors are a large enterprise with multiple discrete business
units, certain of which the Debtors have sold or are in the
process of selling to maximize value for all constituencies.
These processes have proven to be extremely complicated and time-
consuming.  Indeed, these sale processes have involved a thorough
analysis of many of the Debtors' thousands of material contracts
and their extensive intellectual property portfolio.  With
numerous interests to protect and satisfy, spread across many
creditors with millions of dollars in potential liabilities, the
Debtors' cases are large and complex enough to warrant an
extension of the Exclusive Periods," Stuart M. Brown, Esq., at DLA
Piper LLP, the attorney for the Debtors, said.

The Debtors have been paying, and will continue to pay, their
undisputed postpetition debts as they come due and have operated
their businesses in the ordinary course since the filing of the
bankruptcy cases.

The Debtors have conducted successful marketing processes for
their STB Business Unit and TV Business Unit.  The STB Business
Unit marketing process culminated in an extremely successful
auction that provided significant value to the Debtors' estates.
Likewise, the sale of the TV Business Unit will provide
considerable value to the Debtors' estates when it closes in the
coming weeks.  The Debtors continue to work diligently to maximize
the value of their remaining assets for all parties in interest.

The Court has set a hearing for May 15, 2012, at 10:00 a.m.
(Eastern Daylight Time) on the Debtors' request to extend the
Exclusive Periods.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
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 said it expects to shortly file 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.  FTI Consulting,
Inc., is the financial advisor.  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 had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TTK UNITED: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TTK United Corporation
        1903 West Holt Avenue
        Pomona, CA 91768

Bankruptcy Case No.: 12-24776

Chapter 11 Petition Date: April 26, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  SABARATNAM AND ASSOCIATES
                  11601 Wilshire Bl Ste 500
                  Los Angeles, CA 90025
                  Tel: (310) 575-4893
                  Fax: (213) 403-6230
                  E-mail: pke115mfs@yahoo.com

Scheduled Assets: $1,448,300

Scheduled Liabilities: $1,275,961

A copy of the Company's list of its seven largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cacb12-24776.pdf

The petition was signed by Philip Koovakada, president.


UNISYS CORP: S&P Affirms 'BB-' Rating on Senior Unsecured Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Unisys Corp.'s senior unsecured debt, but revised the recovery
rating on the debt to '4' from '3'. "The '4' recovery rating
indicates that investors could expect average (30%-50%) recovery
of principal in the event of a payment default. The recovery
rating revision reflects the potential for higher post-retirement
obligations at default," S&P said.

"The corporate credit rating on Unisys is 'BB-', reflecting our
view that the company's moderately leverage and consistently
positive annual discretionary cash flow will provide sufficient
cushion in the near term to mitigate modest total revenue growth
and potential operating performance volatility," S&P said.

RATINGS LIST

Unisys Corp.
Corporate Credit Rating           BB-/Stable/--

Rating Affirmed; Recovery Rating Revised

Unisys Corp.
                                   To                 From
Senior Unsecured                  BB-                BB-
   Recovery Rating                 4                  3


UNITED WESTERN: Taps BuckleySandler as Special Counsel
------------------------------------------------------
BankruptcyData.com reports that United Western Bancorp filed with
the U.S. Bankruptcy Court a motion to retain BuckleySandler
(Contact: Andrew L. Sandler) as special counsel at these hourly
rates:

   * senior partner at $1,080,
   * partner I at $960,
   * partner II at $880,
   * partner III at $790,
   * senior counsel at $780,
   * counsel / of counsel at $740,
   * senior associate level II at $680,
   * senior associate level I at $640,
   * junior associate at $490,
   * 1st year associate at $310,
   * regulatory attorney at $260,
   * staff attorney at $220, and
   * legal assistant at $195 to $215.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to
$100 million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.


VAUGHAN CO: Accountant's Claims Against Ch. 11 Trustee Dismissed
----------------------------------------------------------------
Magistrate Judge William P. Lynch dismissed counterclaims asserted
by Patti Maddox against the bankruptcy estate of Vaughan Company,
Realtors, at the behest of Judith A. Wagner, the Chapter 11
trustee appointed in the case.

Ms. Wagner, acting in her official capacity as trustee, brought
the lawsuit against Ms. Maddox alleging breach of contract,
negligence, breach of the fiduciary duty of loyalty, and aiding
and abetting the breach of a fiduciary duty.  Ms. Maddox was VCR's
account manager and accountant until 2010.  Ms. Wagner seeks
compensatory, consequential, and punitive damages, as well as
disgorgement of any monies paid by VCR to Ms. Maddox for her
services.

Ms. Maddox asserted counterclaims against Ms. Wagner, VCR, and
former VCR minority shareholder, James Salazar, for malicious
prosecution and indemnification.  Ms. Wagner moved to dismiss both
counterclaims for lack of subject matter jurisdiction and failure
to state a claim.

The District Court held that the U.S. Supreme Court held in Barton
v. Barbour, 104 U.S. 126, 128 (1881), superceded in part by
statute, 28 U.S.C. Sec. 959, that "before suit is brought against
a receiver[,] leave of the court by which [the receiver] was
appointed must be obtained." Courts have dubbed this rule the
Barton Doctrine and expanded it to include bankruptcy proceedings.
Since Ms. Maddox did not acquire leave of the U.S. Bankruptcy
Court for the District of New Mexico to file her counterclaims,
the District Court said it may not consider them at this time.

The case is Vaughan Company, Realtors, Plaintiff/Counter
Defendant, v. Patti Maddox, Defendant/Counter Claimant, No. CV
12-0115 WPL/ACT (D. N.M.).  A copy of the District Court's
April 23, 2012 Memorandum Opinion and Order is available at
http://is.gd/sWLrA4from Leagle.com.

Patti Maddox is represented by:

          Alfred L. Green, Jr., Esq.
          BUTT THORNTON & BAEHR PC
          4101 Indian School Rd NE, Suite 300 South
          Albuquerque, NM 87110
          Telephone: (505) 884-0777
                     (800) 322-6883
          Facsimile: (505) 889-8870
          E-mail: algreen@btblaw.com

Judith A. Wagner, the Chapter 11 Trustee, is represented by:

          Edward A. Mazel, Esq.
          James A. Askew, Esq.
          ARLAND & ASSOCIATES, LLC
          201 Third Street, NW, Suite 505
          Albuquerque, NM 87102

               - and -

          Maureen A. Sanders, Esq.
          SANDERS & WESTBROOK, PC
          102 GRANITE NW
          Albuquerque, NM 87102-2310
          Tel: (505) 243-2243

                        About Vaughan Company

Vaughan Company, Realtors, descended into bankruptcy after Douglas
F. Vaughan, the former controlling shareholder, used the company
to run a Ponzi scheme from 1993 until January 2010.  Mr. Vaughan
has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

As reported in the Troubled Company Reporter on March 26, 2010,
the Securities and Exchange Commission filed fraud charges against
Mr. Vaughan, a New Mexico realtor, and obtained an emergency court
order to halt his $80 million Ponzi scheme.  The SEC's complaint,
filed in federal court in Albuquerque, alleges that Douglas F.
Vaughan through his company -- The Vaughan Company Realtors --
issued promissory notes that he claimed would generate high fixed
returns for investors.  Mr. Vaughan also used another entity --
Vaughan Capital LLC -- to solicit investors for different types of
real estate-related investments, such as buying residential
properties at distressed prices.  Mr. Vaughan relied entirely on
new money raised from investors through both companies to fund
Vaughan Company's ever-increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.


W.R. GRACE: Intrawest Has Green Light to Pursue Litigation
----------------------------------------------------------
Judge Judith Fitzgerald approved an amended stipulation resolving
a motion of Intrawest California Holdings, Inc., et al., for
relief from the automatic stay.

On February 22, 2012, Plaintiffs in the lawsuits separately
commenced by First Ascent Owner's Association, 22 Station Owner's
Association and Squaw Valley Neighborhood Company produced revised
costs of repair reports, which reallocated their construction
defect claims relating to various portions of a construction at
Phase I of The Village at Squaw Valley project among the three
matters, including the defect claims for which Intrawest alleges
Grace is liable.  Based upon the Plaintiffs' re-allocation of
their claims among the three litigations, it has become necessary
for Intrawest to name Grace as a cross-defendant in the lawsuits.

Under the Amended Stipulation, the Debtors, Intrawest California
Holdings, Inc., Intrawest Retail Groups, Inc., 22 Station
Development Corporation, First Ascent Development Corporation and
Intrawest Corporation agreed that:

  -- the Automatic Stay is modified to allow Intrawest to
     liquidate its claims in the three litigations through
     adjudication in the Superior Court of California or through
     settlement of those claims;

  -- Intrawest agrees that as the result of liquidating any
     judgment or settlement against Grace arising out of the
     three litigations, it will take no action against the
     estates of any of the Debtors for the purpose of collecting
     on the judgment or settlement;

  -- Intrawest agrees that if it obtains a judgment against or
     enter into a settlement involving Grace in the three
     litigations, it will proceed to collect the judgment or
     settlement only from the proceeds of the Debtors' policy
     issued by American Home Insurance Company, up to the $7.5
     million limit;

  -- Intrawest specifically waive:

     * the right to take any action to collect from or against
       the estates of any of the Debtors as a result of the
       liquidation of any judgment or settlement against Grace
       in the three litigationas; and

     * the right to file a claim against any of the Debtors with
       respect to the liquidation of any judgment or settlement
       against Grace in the three litigations; and

  -- the motion to lift stay is withdrawn.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Claims Over Big Tex Site Resolved for $2-Mil.
---------------------------------------------------------
W.R. Grace and its affiliates ask the Bankruptcy Court to approve
its stipulation and settlement agreement resolving the claim of
the United States Government relating to the Big Tex Site, in San
Antonio, Texas.

On March 23, 2003, the Claimant filed Claim Nos. 9634 and 9635
against the Debtors W. R. Grace & Co. and Kootenai Development
Company.  On June 2, 2008, the Court entered its order authorizing
the EPA Multi-Site Agreement Resolving the United States' Proofs
of Claim Regarding Certain Environmental Matters.  Pursuant to the
procedures set forth in the EPA Multi-
Site Agreement Order, the Claimant notified the Debtors of the Big
Tex Additional Site Claim, which the Claimant estimated to be
approximately $2,248,448.

Under the April 9, 2012 Stipulation, the Claimant and the Debtors
have agreed that the Big Tex Additional Site Claim will be an
allowed general unsecured claim of $2,200,000 for environmental
remediation response costs at the Big Tex Site, along with all
other claims, liabilities or obligations of the Debtors to the
Settling Federal Agencies under Sections 106 and 107 of the
Comprehensive Environmental Response, Compensation and Liability
Act and Section 7003 of the Resource Conservation and Recovery
Act.

To the extent allowed by, and pursuant to the terms of, the
Debtors' Confirmed Plan of Reorganization, interest begins to
accrue on the Big Tex Additional Site Claim on January 17, 2012,
and continue accruing until the date on which a distribution is
made in satisfaction thereof at the rate and on the terms
specified in the Plan for Allowed General Unsecured Claims.

A hearing will be held on June 18, 2012, to consider the request.
Objections are due on June 1.

The Government is publishing notice in the Federal Register of the
filing of the request and the Stipulation and identifying a public
comment period.  After the conclusion of the public comment
period, the Government will file a statement informing the Court
of any comments received, as well as the Government's responses to
the comments.  If the comment period expires prior to the June 11
deadline for filing the final agenda for the
June 18 hearing, the Debtors will list the request on the
preliminary agenda as going forward at that hearing.  If the
comment period expires after June 11, 2012, the hearing on the
request will be continued until the next omnibus hearing which is
currently scheduled for July 16, 2012.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Realigns Business Into Three Operating Segments
-----------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission on April 2, 2012, as amended on April 19, W. R. Grace &
Co. said that it previously operated its business under two
operating segments, Grace Davison and Grace Construction Products.
In the 2012 first quarter, Grace announced a realignment of its
business into three operating segments:

     * Grace Catalysts Technologies,
     * Grace Materials Technologies, and
     * Grace Construction Products.

Grace made this change to align its operating segments more
closely with the markets it serves, and to better position its
businesses to realize operational efficiencies and reduce overhead
costs, said Hudson La Force III, the Company's senior vice
president and chief financial officer.

Grace Catalysts Technologies includes catalysts and related
technologies used in refining, petrochemical, and other chemical
manufacturing applications.  Grace's Advanced Refining
Technologies joint venture is managed in this segment.  Grace
Materials Technologies includes engineered materials, coatings,
and sealants used in industrial, consumer, pharmaceutical, and
packaging applications.  Grace Construction Products includes
specialty construction chemicals and specialty building materials
used in commercial, infrastructure, and residential construction.
Together, Grace Catalysts Technologies and Grace Materials
Technologies comprise the former Grace Davison operating segment.

          Revised Analysis of Operations Presentation

Grace says it intends to begin reporting revised segment operating
results effective with the release of earnings information for the
2012 first quarter.  The net sales, segment operating income,
margin, and other financial information for Grace Catalysts
Technologies and Grace Materials Technologies is new information.
No changes have been made to the financial information of Grace
Construction Products or of total Grace.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WESTLB AG: Prudential's $27M Suit Over Ethanol Plants' Sale Stays
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that New York state
Judge Charles E. Ramos refused Thursday to decide if syndicated
financing agent WestLB had shortchanged Prudential Insurance Co.
of America and two other lenders out of $27.1 million through the
post-bankruptcy sale of two Midwestern ethanol plants to Valero
Energy Corp.

According to Law360, Judge Ramos denied a cross-motion from the
ethanol plants' former operating company, ASA Ethanol Holdings
LLC, and said he would rule later on the jilted lenders' motion
for summary judgment on their breach of contract and other claims.

                          About WestLB AG

Headquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB)
-- http://www.westlb.com/-- provides financial advisory,
lending, structured finance, project finance, capital markets and
private equity products, asset management, transaction services
and real estate finance to institutions.  In the United States,
certain securities, trading, brokerage and advisory services are
provided by WestLB AG's wholly owned subsidiary WestLB Securities
Inc., a registered broker-dealer and member of the NASD and SIPC.
WestLB's shareholders are the two savings banks associations in
NRW (25.15% each), two regional associations (0.52% each), the
state of NRW (17.47%) and NRW.BANK (31.18%), which is owned by
NRW (64.7%) and two regional associations (35.3%).


* Tampa, Florida Bankruptcy Judge Paskay Passes Away
----------------------------------------------------
The Honorable Alexander L. Paskay, a U.S. bankruptcy judge in
Tampa, Florida (Bankr. M.D. Fla.) passed away peacefully April 27,
2012, with Mrs. Paskay (his wife of 62 years) and their sons,
Steve and Rick at his side.

Judge Paskay will certainly be missed by his Colleagues in this
District and around the nation, together with his Court family in
the Tampa and Ft. Myers Divisions, according to a notice posted in
the bankruptcy court's Web site.

Funeral services will be held on Saturday, May 5, 2012, at 2:00
p.m. at Sacred Heart Catholic Church, (Corner of Twiggs Street and
Florida Avenue), 509 North Florida Avenue, Tampa, Florida.

A Gathering of loved ones and friends will be held immediately
following the service at Stetson University College of Law, Tampa
Law Center, 1700 North Tampa Street, in Tampa, Florida.

Those wishing to honor his memory may make a contribution to one
of the following:

   Judge Alexander L. Paskay Endowed Scholarship Fund
   Stetson University College of Law
   1401 61st Street, South
   Gulfport, FL 33707

   Moffitt Cancer Center Foundation
   P. O. Box 23827
   Tampa, FL 33633-3827

   LifePath Hospice Administrative Office
   3010 W. Azelle Street
   Tampa, FL 33609

                      Hardworking Judge

Judge Paskay was a bankruptcy judge for 47 years and was the
second-longest serving bankruptcy judge in U.S. history.

According to Bloomberg News bankruptcy columnist Bill Rochelle,
Judge Paskay continued hearing a full load of cases until he
retired a second time on Dec. 31.

Mr. Rochelle recounts that Judge Paskay, born in Hungary in 1922,
received his undergraduate education at the University of Budapest
before immigrating to the U.S. in 1949.  After a legal education
at the University of Miami School of Law, he served as law clerk
for two U.S. district judges in Florida before being appointed as
a bankruptcy referee in 1963.  With the adoption of new bankruptcy
laws in 1978, bankruptcy referees became bankruptcy judges, as
they are known today.

According to Mr. Rochelle, Judge Paskay continued serving as a
bankruptcy judge well beyond normal retirement age.  After
retiring a first time in September 1999, he returned one year
later on what's known as recall status. He retired for the last
time in December.

While on recall, Judge Paskay took a full case load, Lee Ann
Bennett, clerk of the U.S. Bankruptcy Court for the Middle
District of Florida, said in an interview.  Most retired judges,
Ms. Bennett said, take a half case load. Throughout his career on
the bench, Judge Paskay presided over 154,000 cases, according to
the Administrative Office of the U.S. Courts.

Hard work characterized Judge Paskay's career as a judge. During
Florida's periodic real estate debacles when the case load was
overwhelming, Judge Paskay would hold hearings on Saturdays.  This
writer's appearances in Judge Paskay's court were uniformly
exhilarating.  There was nothing he hadn't seen before.  Where
some judges could allow a lawyer to speak a minute before
interrupting with a question, Judge Paskay might break in while
the lawyer was rising to speak.

Judge Paskay was a founder of the American Bankruptcy Institute.


* 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.

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