TCRLA_Public/110331.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                     L A T I N   A M E R I C A

            Thursday, March 31, 2011, Vol. 12, No. 64

                            Headlines



A R G E N T I N A

CALIFORNIA SOFTWARE: Creditors' Proofs of Debt Due May 18
CHURRASCARIA SPETTUS: Creditors' Proofs of Debt Due June 6
MICROTECLADOS SRL: Creditors' Proofs of Debt Due May 30
URQUIZASHOP SA: Creditors' Proofs of Debt Due May 15


B R A Z I L

AMERICAN APPAREL: Gets NYSE Notice for Incomplete 2009 Report
AMERICAN APPAREL: Lion/Hollywood Discloses 16.8% Equity Stake
AMERICAN APPAREL: CEO Charney Acquires 3.9-Mil. Add'l Shares


C A Y M A N

AERGO 85: Creditors' Proofs of Debt Due April 28
AMAR LTD: Creditors' Proofs of Debt Due April 27
BETA FINANCE: Creditors' Proofs of Debt Due April 27
CPI CAPITAL: Placed Under Voluntary Liquidation
DIPTV, LTD: Creditors' Proofs of Debt Due April 18

EMPORIA PREFERRED: Creditors' Proofs of Debt Due April 28
FIVE FINANCE: Creditors' Proofs of Debt Due April 27
GP INTERNATIONAL: Creditors' Proofs of Debt Due April 22
GP INTERNATIONAL: Shareholders' Final Meeting Set for April 25
INVESTCORP MINI-FUND: Creditors' Proofs of Debt Due May 18

MBF NO.4: Creditors' Proofs of Debt Due April 27
MSR ASIA: Creditors' Proofs of Debt Due April 18
ODIN CDO I: Creditors' Proofs of Debt Due April 27
SAL 97A: Creditors' Proofs of Debt Due April 25
TOP COMMODITY: Creditors' Proofs of Debt Due April 27

WHITEBRIDGE: Creditors' Proofs of Debt Due April 28


J A M A I C A

CASH PLUS: Liquidator To Challenge PriceWaterhouseCoopers' Claims


M E X I C O

CONTESSA PREMIUM: Creditors Panel Taps Arent Fox as Counsel
CONTESSA PREMIUM: Creditors Panel Hires FTI as Fin'l Consultants
CONTESSA PREMIUM: Gets Court OK to Employ Scouler as Fin'l Advisor
CONTESSA PREMIUM: Files Schedules of Assets and Liabilities
GRUPO FAMSA: Fitch Affirms 'B+' Issuer Default Ratings


P U E R T O  R I C O

BORDERS GROUP: Has Approval for Jefferies as Investment Banker
BORDERS GROUP: Wins Nod for DJM Realty as Realtor
BORDERS GROUP: Committee Proposes BDO as Financial Advisor
BORDERS GROUP: Wins Final Approval for Claims Trading Limitations
BORDERS GROUP: Proposes to Fix June 1, 2011 as Claims Bar Date

HORIZON LINES: Incurs $57.97 Million Net Loss in Fiscal 2010


T R I N I D A D  &  T O B A G O

CLICO INVESTMENT: NGC Withdraws Other $1.1 Billion Lawsuit


X X X X X X X X


* Upcoming Meetings, Conferences and Seminars


                            - - - - -


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A R G E N T I N A
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CALIFORNIA SOFTWARE: Creditors' Proofs of Debt Due May 18
---------------------------------------------------------
Susana Edith Svelitza, the court-appointed trustee for California
Software Corporation's bankruptcy proceedings, will be verifying
creditors' proofs of claim until May 18, 2011.

Ms. Svelitza will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 21 in Buenos Aires, with the assistance of Clerk
No. 41, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

         Susana Edith Svelitza
         Cramer 211
         Argentina


CHURRASCARIA SPETTUS: Creditors' Proofs of Debt Due June 6
----------------------------------------------------------
Norberto Moline, the court-appointed trustee for Churrascaria
Spettus SA's bankruptcy proceedings, will be verifying creditors'
proofs of claim until June 6, 2011.

Mr. Moline will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 26 in Buenos Aires, with the assistance of Clerk
No. 52, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

         Norberto Moline
         Avenida Rivadavia 2530
         Argentina


MICROTECLADOS SRL: Creditors' Proofs of Debt Due May 30
-------------------------------------------------------
Estudio Lopez Santiso, the court-appointed trustee for
Microteclados SRL's reorganization proceedings, will be verifying
creditors' proofs of claim until May 30, 2011.

Mr. Santiso will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 26 in Buenos Aires, with the assistance of Clerk
No. 52, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

Creditors will vote to ratify the completed settlement plan
during the assembly on April 23, 2012.

The Trustee can be reached at:

         Estudio Lopez Santiso
         Alanis y Asociados
         Argentina


URQUIZASHOP SA: Creditors' Proofs of Debt Due May 15
----------------------------------------------------
Miguel Angel Drucaroff, the court-appointed trustee for
Urquizashop SA's bankruptcy proceedings, will be verifying
creditors' proofs of claim until May 15, 2011.

Mr. Drucaroff will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 9 in Buenos Aires, with the assistance of Clerk
No. 18, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

         Miguel Angel Drucaroff
         Avenida Corrientes 2470
         Argentina


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B R A Z I L
===========


AMERICAN APPAREL: Gets NYSE Notice for Incomplete 2009 Report
-------------------------------------------------------------
American Apparel, Inc., received a letter from NYSE Amex LLC
relating to the Company's filing on Feb. 7, 2011, of an amendment
to its Form 10-K for the year ended Dec. 31, 2009, to remove from
the 2009 10-K the report by its former auditors, Deloitte & Touche
LLP, on the Company's previously issued consolidated financial
statements as of, and for the year ended Dec. 31, 2009, including
Deloitte's report on internal control over financial reporting at
Dec. 31, 2009, as a result of the events previously disclosed in
the Company's Current Report on Form 8-K filed on Dec. 21, 2010.
The letter from the Exchange states that the filing of a complete
2009 10-K, which includes audited financials, is a condition for
the Company's continued listing on the Exchange, as required by
Sections 134 and 1101 of the Exchange's Company Guide, and the
Company's failure to have on file a complete 2009 10-K, which
includes audited financials, is a material violation of the
Company's listing agreement with the Exchange.

The letter from the Exchange provides that the Company must submit
to the Exchange by April 5, 2011, a plan to bring the Company in
compliance with Sections 134 and 1101 of the Exchange's Company
Guide by no later than June 20, 2011.

The Company intends to file as soon as practicable, currently
expected to be no later than April 15, 2011, an amendment to the
2009 10-K for the purpose of filing a new audit report on the 2009
financials and a new report on internal control over financial
reporting at Dec. 31, 2009, from its current auditors, Marcum LLP,
and, at such time, the notation in the 2009 10-K that the 2009
financials are "unaudited" would be removed.

                       About American Apparel

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

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN APPAREL: Lion/Hollywood Discloses 16.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lion/Hollywood LLC and its affiliates
disclosed that they beneficially own 16,759,809 shares of common
stock of American Apparel, Inc., representing 16.8% of the shares
outstanding.  The percentage of the class of Common Stock
represented by the shares that are subject to the Schedule 13D is
based on an aggregate of 82,771,426 shares of Common Stock
outstanding, which is equal to:

   (i) 71,447,445 shares of Common Stock outstanding as of
       Nov. 9, 2010, as reported by the Company in its Quarterly
       Report on Form 10-Q for the quarterly period ended
       Sept. 30, 2010 (less 251,667 shares the Company has advised
       have been returned to treasury); plus

  (ii) 1,129,576 shares of Common Stock sold by the Company on
       Dec. 1, 2010, as reported by the Company in its Current
       Report on Form 8-K filed with the SEC on Dec. 2, 2010; plus

(iii) 6,532,673 shares of Common Stock granted to executive and
       non-executive management employees and certain consultants
       to the Company on Nov. 26, 2010, as reported by the Company
       in its Current Report on Form 8-K filed with the SEC on
       Dec. 2, 2010; plus

  (iv) 3,913,399 shares of Common Stock issued to Mr. Charney on
       March 24, 2011, as reported by the Company on its Current
       Report on Form 8-K filed on March 28, 2011.

                      About American Apparel

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

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN APPAREL: CEO Charney Acquires 3.9-Mil. Add'l Shares
------------------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, Dov Charney, director, chairman and CEO at American
Apparel, Inc., disclosed that he acquired 3,913,399 shares of
common stock of the Company on March 24, 2011.  At the end of the
transaction, Mr. Charney beneficially owned 44,923,088 shares.

                      About American Apparel

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

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


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C A Y M A N
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AERGO 85: Creditors' Proofs of Debt Due April 28
------------------------------------------------
The creditors of Aergo 85 Limited are required to file their
proofs of debt by April 28, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on March 16, 2011.

The company's liquidator is:

         Walkers SPV Limited
         c/o Anthony Johnson
         Telephone: (345) 914-6314
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


AMAR LTD: Creditors' Proofs of Debt Due April 27
------------------------------------------------
The creditors of Amar Ltd. are required to file their proofs of
debt by April 27, 2011, to be included in the company's dividend
distribution.

The company commenced liquidation proceedings on March 17, 2011.

The company's liquidator is:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


BETA FINANCE: Creditors' Proofs of Debt Due April 27
----------------------------------------------------
The creditors of Beta Finance Corporation are required to file
their proofs of debt by April 27, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on March 7, 2011.

The company's liquidators are:

         David Dyer
         Alan Corkish
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


CPI CAPITAL: Placed Under Voluntary Liquidation
-----------------------------------------------
On March 8, 2011, the members of CPI Capital Partners Asia Pacific
MLP II Ltd. resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

         Cititrust (Bahamas) Limited
         P.O. Box N1576, Citibank Bldg
         Thompson Blvd., Nassau
         Bahamas


DIPTV, LTD: Creditors' Proofs of Debt Due April 18
--------------------------------------------------
The creditors of DIPTV, Ltd. are required to file their proofs of
debt by April 18, 2011, to be included in the company's dividend
distribution.

The company commenced wind-up proceedings on March 16, 2011.

The company's liquidator is:

         Ogier
         c/o Jonathan McLean
         Telephone: (345) 815-1805
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


EMPORIA PREFERRED: Creditors' Proofs of Debt Due April 28
---------------------------------------------------------
The creditors of Emporia Preferred Funding IV, Ltd. are required
to file their proofs of debt by April 28, 2011, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on March 16, 2011.

The company's liquidator is:

         Walkers SPV Limited
         c/o Anthony Johnson
         Telephone: (345) 914-6314
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


FIVE FINANCE: Creditors' Proofs of Debt Due April 27
----------------------------------------------------
The creditors of Five Finance Corporation are required to file
their proofs of debt by April 27, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on March 7, 2011.

The company's liquidators are:

         David Dyer
         Alan Corkish
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


GP INTERNATIONAL: Creditors' Proofs of Debt Due April 22
--------------------------------------------------------
The creditors of GP International Acquisition II, Ltd. are
required to file their proofs of debt by April 22, 2011, to be
included in the company's dividend distribution.

The company commenced wind-up proceedings on February 27, 2011.

The company's liquidators are:

         E. Andrew Hersant
         Christopher Humphries
         Stuarts Walker Hersant
         Telephone: (345) 949 3344
         Facsimile:  (345) 949 2888
         P.O. Box 2510, Grand Cayman KY1-1104
         Cayman Islands


GP INTERNATIONAL: Shareholders' Final Meeting Set for April 25
--------------------------------------------------------------
The shareholders of GP International Acquisition II, Ltd. will
hold their final meeting on April 25, 2011, at 9:00 a.m., to
receive the liquidator's report on the company's wind-up
proceedings and property disposal.

The company commenced wind-up proceedings on February 27, 2011.

The company's liquidators are:

         E. Andrew Hersant
         Christopher Humphries
         Stuarts Walker Hersant
         Telephone: (345) 949 3344
         Facsimile:  (345) 949 2888
         P.O. Box 2510, Grand Cayman KY1-1104
         Cayman Islands


INVESTCORP MINI-FUND: Creditors' Proofs of Debt Due May 18
----------------------------------------------------------
The creditors of Investcorp Mini-Fund 5 Limited are required to
file their proofs of debt by May 18, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on March 10, 2011.

The company's liquidator is:

         Westport Services Ltd.
         c/o Bonnie Willkom
         Telephone: (345) 949 5122
         Facsimile: (345) 949 7920
         P.O. Box 1111, Grand Cayman KY1-1102
         Cayman Islands


MBF NO.4: Creditors' Proofs of Debt Due April 27
------------------------------------------------
The creditors of MBF NO.4 Inc. are required to file their proofs
of debt by April 27, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on March 17, 2011.

The company's liquidator is:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


MSR ASIA: Creditors' Proofs of Debt Due April 18
------------------------------------------------
The creditors of MSR Asia Acquisitions VII, Inc. are required to
file their proofs of debt by April 18, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on March 16, 2011.

The company's liquidator is:

         CDL Company Ltd.
         P.O. Box 31106, Grand Cayman KY1-1205
         Cayman Islands


ODIN CDO I: Creditors' Proofs of Debt Due April 27
--------------------------------------------------
The creditors of Odin CDO I (Cayman Islands No.1) Limited are
required to file their proofs of debt by April 27, 2011, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on March 17, 2011.

The company's liquidator is:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


SAL 97A: Creditors' Proofs of Debt Due April 25
-----------------------------------------------
The creditors of SAL 97A Limited are required to file their proofs
of debt by April 25, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on March 11, 2011.

The company's liquidator is:

         Trident Liquidators (Cayman) Ltd
         c/o Mrs. Eva Moore
         Trident Trust Company (Cayman) Limited
         Telephone: (345) 949 0880
         Facsimile: (345) 949 0881
         P.O. Box 847, George Town
         Grand Cayman KY1-1103
         Cayman Islands


TOP COMMODITY: Creditors' Proofs of Debt Due April 27
-----------------------------------------------------
The creditors of Top Commodity Fund are required to file their
proofs of debt by April 27, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on March 7, 2011.

The company's liquidator is:

         Walkers Corporate Services Limited
         c/o Anthony Johnson
         Telephone: (345) 914-6314
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


WHITEBRIDGE: Creditors' Proofs of Debt Due April 28
---------------------------------------------------
The creditors of Whitebridge are required to file their proofs of
debt by April 28, 2011, to be included in the company's dividend
distribution.

The company commenced liquidation proceedings on March 11, 2011.

The company's liquidator is:

         Darren Riley
         c/o Ellen J. Christian
         Telephone:  345 945 9208
         Facsimile: 345 945 9210
         c/o BNP Paribas Bank & Trust Cayman Limited
         Royal Bank House, 3rd Floor
         Shedden Road, George Town, Grand Cayman
         Cayman Islands


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J A M A I C A
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CASH PLUS: Liquidator To Challenge PriceWaterhouseCoopers' Claims
-----------------------------------------------------------------
RJR News reports that Cash Plus liquidator Hugh Wildman will
challenge on March 31 claims made by PriceWaterhouseCoopers, the
entity hired to conduct the receivership through a team headed by
Kevin Bandoian.

RJR News states that law firm DunnCox, on behalf of
PricewaterhouseCoopers, has asked the court for authorization to
seize and sell assets to meet their claims for payments.

According to RJR News, Mr. Bandoian, as receiver manager, analyzed
Cash Plus' state of affairs in 2008.  RJR News relates that
PricewaterhouseCoopers claimed approximately $220 million for that
work.  The report says that Mr. Bandoian and his team said in 2008
that they found $4 billion of assets to meet those claims.

                        About Cash Plus

Cash Plus Limited is an investment club in Jamaica.  It collapsed
in 2007 after the Financial Services Commission moved to regulate
its operations.  The company is a financial arm of the Cash Plus
Group of Companies, a business conglomerate established in 2002 by
mortgage banker Carlos Hill.  The company offers its participants
the opportunity to participate in the group's ventures which
include mergers and numerous acquisitions.

In April 2008, the Supreme Court of Jamaica placed Cash Plus in
receivership.  Cash Plus admitted that it wouldn't be able to pay
its lenders until April 14, 2008.  The firm has 40,000 lenders
with loans totaling JM$4 billion.  Cash Plus was unable to repay
its investors.  The Financial Services Commission said it was
informed by the attorney acting on behalf of Cash Plus that the
investment club lacked the funds to start the repayment of the
principal and interest owing to its investors.

PricewaterhouseCoopers' accountant, Kevin Bandoian, was appointed
as joint receiver-manager for Cash Plus.


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M E X I C O
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CONTESSA PREMIUM: Creditors Panel Taps Arent Fox as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors in the bankruptcy
case of Contessa Premium Foods, Inc., seeks permission from the
Bankruptcy Court to retain as bankruptcy counsel:

          Andy Kong, Esq.
          Aram Ordubegian, Esq.
          M. Douglas Flahaut, Esq.
          Mette H. Kurth, Esq.
          ARENT FOX LLP
          555 W Fifth St Suite 4800
          Los Angeles, CA 90013
          Tel: 213-443-7554
          Fax: 213-629-7401
          E-mail: Kong.Andy@ArentFox.com
                  ordubegian.aram@arentfox.com
                  flahaut.douglas@arentfox.com
                  kurth.mette@arentfox.com

               - and -

          Katie A. Lane, Esq.
          ARENT FOX LLP
          1050 Connecticut Ave
          Washington, DC 20036-5339
          Tel: 202-828-3422
          Fax: 202-857-6395
          E-mail: lane.katie@arentfox.com

Arent Fox's hourly rates are:

          Partners                 $500-$835
          Of Counsel               $480-$795
          Associates               $290-$540
          Paraprofessionals        $155-$285

Arent Fox did not receive a retainer with respect to its
representation of the Committee.

Ms. Kurth attests that Arent Fox does not hold or represent an
interest adverse to the Committee and that it is a "disinterested
person" within the meaning of Sec. 101(14) of the Bankruptcy Code
as required by Sec. 327(a).

U.S. Trustee Peter C. Anderson appointed five members to the
Creditors Committee on Feb. 8:

     1. B and D Foods
        c/o Timothy B. Andersen, President
        3494 S. TK Avenue
        Boise, ID 83705
        Tel: 208-344-1183 ext. 101
        Fax: 208-344-6825
        E-mail: tanderson@banddfoods.net

     2. BrucePac
        c/o Glen Golomski, President/CEO
        811 North 1 st Street
        Silverton, OR 97381
        Tel: 503-874-3022
        Fax: 503-874-3015
        E-mail: ggolomski@brucepac.com

     3. Dedeaux Properties, LLC.
        c/o Robert Santich, Mgr & Executive V.P.
        c/o Ashok Aggarwal, Sr. V.P. Finance
        1430 S. Eastman Avenue
        Los Angeles, CA 90023
        Tel: 323-981-8100
        Fax: 323-981-8234
        E-mail: rsantich@dartentities.com
                aaggarwal@dartentities.com

     4. Pacific Southwest Container
        c/o James D. Mayol, Secretary/General Counsel
        P.O. Box 3049
        Modesto, CA 95353
        Tel: 209-544-9555
        Fax: 209-544-9875
        E-mail: jmayol@mblaw.com

     5. Sage V Foods, Inc.
        c/o Victor P. Vegas, President
        12100 Wilshire Blvd., Suite 605
        Los Angeles, CA 90025
        Tel: 310-820-4496 ext. 1
        Fax: 310-820-2559
        E-mail: pvegas@sagevfoods.com

                   About Contessa Premium Foods

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

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

Secured lender Wells Fargo Bank, N.A. is represented by:

        John Francis Hilson, Esq.
        Connie L. Chilton, Esq.
        Cynthia Cohen, Esq.
        PAUL HASTINGS JANOFSKY & WALKER
        515 South Flower St., 25th Floor
        Los Angeles, CA 90071
        Tel: (213) 683-6300
        Fax: (213) 996-3300
        E-mail: johnhilson@paulhastings.com
                conniechilton@paulhastings.com
                cynthiacohen@paulhastings.com

Secured lender General Electric Capital Corp. is represented by:

        Harvey S. Schochet, Esq.
        Peter L. Isola, Esq.
        DAVIS WRIGHT TREMAINE LLP
        505 Montgomery Street, Suite 800
        San Francisco, CA 94111
        Tel: 415-276-6507
        Fax: 415-276-6599
        E-mail: harveyschochet@dwt.com
                peterisola@dwt.com


CONTESSA PREMIUM: Creditors Panel Hires FTI as Fin'l Consultants
----------------------------------------------------------------
The official committee of unsecured creditors in the bankruptcy
case of Contessa Premium Foods, Inc., seeks permission from the
Bankruptcy Court to retain FTI Consulting Inc. as its financial
consultants.  The Committee will also look to FTI to negotiate
with the Debtor and its secured creditors related to various
bankruptcy issues.

FTI's M. Freddie Reiss and Matthew Pakkala lead the engagement.
Messrs. Reiss and Pakkala bill $895 and $730 an hour,
respectively, for their services.  As an accommodation to the
Committee, FTI agreed to a reduced rate of $595 for Mr. Pakkala.
Other FTI professionals that may provide services to the Committee
and their hourly rates are:

          Senior managing directors          $780-$895
          Directors/managing directors       $560-$745
          Consultants/senior consultants     $280-$530
          Administration/paraprofessionals   $115-$230

Mr. Reiss disclosed that FTI previously provided expert testimony
on behalf of Contessa in a litigation matter.  The FTI individual
who provided testimony was not connected to the firm's Los Angeles
office, which is providing services to the Committee, and is no
longer connected to the firm.  Mr. Reiss attests that FTI does not
hold or represent an interest adverse to the Committee and that it
is a "disinterested person" within the meaning of Sec. 101(14) of
the Bankruptcy Code as required by Sec. 327(a).

                   About Contessa Premium Foods

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

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

An official committee of unsecured creditors has been appointed in
the case, represented by lawyers at Arent Fox LLP.

Secured lender Wells Fargo Bank, N.A. is represented by attorneys
at Paul Hastings Janofsky & Walker.  Secured lender General
Electric Capital Corp. is represented by lawyers at Davis Wright
Tremaine LLP.


CONTESSA PREMIUM: Gets Court OK to Employ Scouler as Fin'l Advisor
------------------------------------------------------------------
Contessa Premium Foods, Inc., won permission from the Bankruptcy
Court to employ Scouler & Company, LLC, as its financial advisor,
effective as of its bankruptcy-filing date.

Daniel Scouler leads the engagement.  Mr. Scouler attests that his
firm does not hold or represent an interest adverse to the
Debtor's estate and that it is a "disinterested person" within the
meaning of Sec. 101(14) of the Bankruptcy Code as required by Sec.
327(a).

Meanwhile, the Debtor awaits approval of a separate request to
employ Pachulski Stang Ziehl & Jones LLP as its California and
conflicts counsel.

                   About Contessa Premium Foods

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

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

An official committee of unsecured creditors has been appointed in
the case, represented by lawyers at Arent Fox LLP.

Secured lender Wells Fargo Bank, N.A. is represented by attorneys
at Paul Hastings Janofsky & Walker.  Secured lender General
Electric Capital Corp. is represented by lawyers at Davis Wright
Tremaine LLP.


CONTESSA PREMIUM: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Contessa Premium Foods, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     NAME OF SCHEDULE                 ASSETS        LIABILITIES
     ----------------                 ------        -----------
     A - Real Property                   N/A
     B - Personal Property       $49,370,438
     C - Property Claimed
           as Exempt                     N/A
     D - Creditors Holding
           Secured Claims                           $26,098,000
     E - Creditors Holding
           Unsecured Priority
           Claims                                      $297,903
     F - Creditors Holding
           Unsecured
           Nonpriority Claims                        $8,910,003
                                      ------        -----------
     TOTAL                       $49,370,438        $35,305,907

                   About Contessa Premium Foods

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

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

An official committee of unsecured creditors has been appointed in
the case, represented by lawyers at Arent Fox LLP.

Secured lender Wells Fargo Bank, N.A. is represented by attorneys
at Paul Hastings Janofsky & Walker.  Secured lender General
Electric Capital Corp. is represented by lawyers at Davis Wright
Tremaine LLP.


GRUPO FAMSA: Fitch Affirms 'B+' Issuer Default Ratings
------------------------------------------------------
Fitch Ratings has affirmed these ratings of Grupo Famsa, S.A.B. de
C.V.

  -- Foreign Currency Issuer Default Rating at 'B+';

  -- Local Currency IDR at 'B+';

  -- Long Term National Scale Rating at 'BBB(mex)';

  -- Short-term National Scale Rating at 'F3(mex)';

  -- US$200 million senior unsecured notes due in 2015 at
     'B+/RR4';

  -- MXN500 million Short Term Certificados Bursatiles program at
     'F3(mex)'.

The Rating Outlook is stable.

In addition, Fitch has assigned this rating:

  -- MXN1,000 million Certificados Bursatiles issuance due 2014,
     'BBB(mex)'.

Famsa's ratings reflect its market position in the retail sector,
diversification of business risk provided by a wide variety of
retail products, sold both in cash and on credit, in various
regions of Mexico and the United States, as well as the 'BBB-
(mex)' rating assigned to Banco Ahorro Famsa, S.A. (BAF, or the
bank).  On the other hand, the ratings are constrained by lower
operating cash flow generation by the retail operation, which is
linked to the lower economic growth that affected same store sales
in both Mexico and the U.S. It is worth noting that this ratio has
shown a gradual recovery in Mexico since the first quarter of
2009, and in the United States since the last quarter of 2010.
The 'RR4' rating reflects an expected recovery of between 30% and
50% in case of default.

Famsa's financial division, BAF, has gradually improved its
financial performance, notwithstanding its high loan allowance
expenses (2010: 75.8% of pre-tax, pre-reserves net income).  The
level of credit origination has stabilized, which has contributed
to reduce associated expenses; however, customers' sensitivity to
a weak economic environment continues to be a limiting factor in
the short term for the bank's asset quality.  During the same
period, return on assets and return on equity were 3.8% and 25.2%,
respectively, while efficiency ratio (operating costs to total
revenues) was 39.2%.  It is expected that this ratio will be in
the range of 35% to 40% in the foreseeable future.  Fitch does not
rule out that this gradual improvement in BAF's financial
performance will continue, but credit costs will be the main
limiting factor.

BAF's funding structure has shown a favorable trend by
substituting debt financing for bank deposits, the latter
originated by its growing customer base.  The company's
geographical diversification, robust customer base, and recent
start of operations of its wealth management division are positive
factors that have contributed to increase long-term deposits.  On
the other hand, Fitch believes BAF faces challenges associated
with the strengthening and consolidation of these factors; thus,
volatility in the level of deposits could still be present in the
near term.  Given BAF's recent history, Fitch considers that the
bank has not yet reached stability regarding its recurring sources
of funding.

Historically, BAF's financial strength has been a result of equity
increases by its shareholders to compensate previous years' net
losses; conversely, Fitch expects that the improvement in BAF's
financial performance could contribute to the gradual
strengthening of its equity in the medium term.  At the end of
2010, the regulatory capitalization ratio was 13.1% (2009: 11.8%),
and is expected to remain relatively stable in the near future,
due to its financial performance.

Famsa is one of the most important participants in its sector,
competing with other national Mexican retail chains such as
Elektra and Coppel.  In recent years, and as part of its strategy,
Famsa increased store openings as a way to improve its market
position by diversifying its geographic footprint.  As of Dec. 31,
2010, the company had 359 stores in Mexico; in addition, Famsa's
U.S. operations have grown its contribution to the consolidated
business portfolio, through a combination of newly opened
locations and acquisitions executed during 2007 and 2008.  This
has allowed the group to consolidate its brand in the U.S.
Hispanic market.  As of Dec. 31, 2010, the company had 51 stores
in the U.S.

After this period of aggressive store openings, starting in
2009 the company has focused on consolidating its operations
with the main objective of optimizing store productivity
through selective closures of underperforming and old stores,
usually near newer units.  From 2006 to 2008, the company
carried out the previously mentioned growth program supported
primarily with funds obtained through a public equity offering
of approximately MXN$1.54 billion.  At that time, 107 stores were
added in Mexico and the U.S., including 12 in California from the
'La Canasta' chain (March 2007) and eight more in South Texas from
the 'Edelstein's Better Furniture' chain (January 2008).  This,
along with the start of operations of Banco Ahorro Famsa, resulted
in higher operating expenses.

Despite a challenging economic environment that has negatively
affected Famsa's retail operations and main credit metrics, Fitch
believes Famsa should benefit from the recovery in Mexico and the
U.S. and its credit protection measures should strengthen
consequently.

During 2010, consolidated revenues grew 0.3% on a year-to-year
basis, while EBITDA grew 9.4%.  Last 12 months (LTM) Debt to
EBITDA ratio (excluding bank deposits and considering EBITDA from
both the retail and financial services divisions), has weakened to
2.8 times from 2.5x the previous year, reflecting higher debt
levels which totaled MXN4,681 million as of Dec. 31, 2010,
compared with MXN3,900 a year ago.  For EBITDA Interest Coverage
and Debt/EBITDA for the retail operations exclusively, Fitch
estimates that these ratios were at 2.0x-2.5x and 5.0x-5.5x,
respectively, in 2010.  These levels are relatively similar to
those registered in 2008 and reflect the migration of the credit
portfolio to the bank, which has allowed the company to reduce the
use of working capital-associated debt, while at the same time
reduces the operating cash flows from the retail operation.  Going
forward, Fitch expects an improvement in debt leverage and
coverage metrics, as economic conditions improve.  Short-term debt
as of Dec. 31, 2010, was 46.9%, which compares with the company's
cash and marketable securities position of MXN917 million at the
same date.


====================
P U E R T O  R I C O
====================


BORDERS GROUP: Has Approval for Jefferies as Investment Banker
--------------------------------------------------------------
Borders Group Inc. and its units received the Bankruptcy Court's
permission to employ Jefferies & Company, Inc., as their
investment banker, nunc pro tunc to the Petition Date.

As investment banker, Jefferies is contemplated to provide
investment banking advisory and financial advisory services to
the Debtors:

(A) Investment banking and advisory services.  The firm will
    provide advice and assistance to the Debtors in connection
    with analyzing, structuring, negotiating and effecting, and
    acting as exclusive financial advisor to the Debtors in
    connection with any restructuring of the Debtors'
    outstanding indebtedness, any liquidation under Chapter 7 or
    Chapter 11 of the Bankruptcy Code, or any execution of an
    agreement on a sale of the Debtors' assets or equity.

(B) Financial advisory services.  The firm will:

    (1) familiarize itself with and analyze the business,
        operations, properties, financial condition and
        prospects of the Debtors;

    (2) advise the Debtors on the current state of the
        "restructuring market;"

    (3) assist and advise the Debtors in developing the terms of
        and a general strategy for accomplishing a
        Restructuring;

    (4) assist and advise the Debtors in implementing and
        negotiating a Restructuring, including soliciting,
        reviewing and analyzing proposals for debtor-in-
        possession and exit financing as appropriate;

    (5) assist and advise the Debtors in evaluating and
        analyzing a Restructuring, including the value of the
        securities or debt instruments, if any, that may be
        issued in any restructuring;

    (6) advise the Debtors with respect to the placement of any
        debt securities of the Debtors, and at the Debtors'
        request, meet with management, the board, creditor
        groups or other parties-in-interest and provide those
        parties with information subject to appropriate
        confidentiality arrangements and assist in the
        preparation;

    (7) participate in hearings before the Court; and

    (8) render other financial advisory services as may from
        time to time be agreed upon by the Debtors and
        Jefferies.

The Debtors will pay Jefferies in accordance with this fee
structure:

  * Monthly Fee.  A monthly advisory fee equal to $200,000 per
    month.  Each Monthly Fee will be due on the first business
    day of each month for the term of the Jefferies Agreement.
    50% of the Monthly Fees exceeding $1.2 million actually paid
    to Jefferies will be creditable once against any
    Restructuring Fee, but not the Liquidation Fee, if
    applicable, due to Jefferies.

  * Restructuring Fee.  Upon the consummation of a Restructuring
    or similar transaction, a restructuring fee in an amount
    equal to $5.5 million; provided that in the event that a
    Restructuring is a liquidation of all or substantially all
    of the Debtors' assets, other than as a going concern and
    with respect to which the Company ceases operations, under
    Chapter 7 or Chapter 11 of the Bankruptcy Code, the
    Restructuring Fee will be $1.5 million.  To be clear, no
    Liquidation Fee will be due as a result of a sale conducted
    and consummated by a Chapter 7 trustee.

  * Debt Securities Fee.  Promptly upon the purchase or
    placement of Debt Securities with a party who is not a
    creditor or controlling shareholder of the Debtors as of the
    date hereof, a fee equal to 3.0% of the greater of the
    aggregate gross proceeds received or to be received from the
    sale of Debt Securities or the aggregate principal amount of
    Debt Securities, including, without limitation, aggregate
    amounts committed by investors to purchase Debt Securities,
    it being understood that Jefferies will receive 100% of that
    Debt Securities Fee.

The Debtors will also reimburse necessary and reasonable expenses
Jefferies incur, provided that those reimbursable expenses will
not exceed $300,000 without the Debtors' prior approval.

Richard K. Glein, senior vice president of Jefferies & Company,
Inc., relates that before the Petition Date, Jefferies received
$250,000 in fees and $15,000 as an expense deposit from the
Debtors for prepetition services rendered and expenses incurred.
Jefferies will hold any amounts received prepetition in excess of
fees and expenses that accrued prepetition, if any, and apply
those excess amounts toward fees and expenses that accrue
postpetition.

Mr. Glein discloses that Jefferies:

  (a) currently represents or formerly represented parties in
      matters unrelated to the Debtors' Chapter 11 cases, a
      schedule of which is available for free at:

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

  (b) either made a market in or published research on the
      securities of the entities, a schedule of which is
      available for free at:


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

Mr. Glein notes that certain affiliates of Jefferies serve as
managers for a number of investment vehicles.  Jefferies
employees working in connection with the Debtors' Chapter 11
cases have no control over investment decisions or business
decisions made for the Managed Funds, he clarifies.  Jefferies
also has a debt securities and bank loan trading affiliate,
Jefferies High Yield Trading, LLC.  However, JHYT is a legally
separate entity and is separated from Jefferies' investment
banking department and its managing directors and employees
advising the Debtors, by an "informational barrier," he explains.

Mr. Glein also discloses that Jefferies or an affiliate holds
about 3,000 shares of one or more of the Debtors' equity.
Jefferies has made a good faith effort to sell or otherwise
dispose of the Equity but has been unable to do so, he reveals.
While Jefferies believes that its holdings do not cause it to be
not disinterested for purposes of the Debtors' Chapter 11 cases,
in order to avoid any appearance of not being disinterested,
Jefferies, on behalf of itself and its affiliates, is forever and
irrevocably disclaiming any interest in the Equity and is forever
and irrevocably waiving any rights to any distribution to which
the Equity is or may be entitled, Mr. Glein avers.

Jefferies previously advised Bennett S. LeBow and LeBow Gamma
Limited Partnership on an equity investment with the Debtors in
2010.  Jefferies has not advised, is not advising, and will not
advise Mr. LeBow or LeBow Ganuna Limited Partnership in
connection with the Debtors' Chapter 11 cases, Mr. Glein assures
the Court.

Despite those disclosures, Mr. Glein maintains that Jefferies is
a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Wins Nod for DJM Realty as Realtor
-------------------------------------------------
Borders Group Inc. and its units received the Bankruptcy Court's
permission to employ DJM Realty Services LLC as their real estate
consultant, nunc pro tunc to the Petition Date.

As the Debtors' real estate consultant, DJM will:

  (a) on the Debtors' behalf and in accordance with the goals
      and parameters established by the Debtors, will attempt to
      negotiate (i) modification of certain of the Debtors'
      Leases to obtain rent reductions or other advantageous
      modifications; (ii) the termination, assignment or other
      disposition of certain of the Leases, including assisting
      the Debtors at an auction of the Leases, if needed; (iii)
      waivers or reductions of any amounts payable to cure a
      default upon assumption of a lease pursuant to Section
      365(b)(1)(A) of the Bankruptcy Code; and (iv) to obtain
      extensions of time to assume or reject Leases.  The
      Debtors retain complete discretion to accept or reject any
      proposed lease modification or other leasehold concession;

  (b) report periodically to the Debtors regarding the status of
      negotiations; and

  (c) work with the Debtors and their counsel to document
      accurately all rent reductions, lease term modifications
      and other leasehold concessions, including reviewing
      documents and assisting in resolving any problems that may
      arise.

Pursuant to a services agreement between the Debtors and DJM, the
term of the firm's engagement will be on a month-to-month basis,
cancellable by either party on at least five days' prior notice
to the other party.

The Debtors have agreed to pay DJM these amounts:

  (1) Lease Modifications.  As to each Lease assumed by the
      Debtors for which DJM's efforts result in a fully executed
      Lease modification agreement including a Lease
      modification of a monetary term in accordance with the
      Debtors' directions to DJM, including but not limited to
      rent reductions and deferrals of rent payments, DJM's fee
      will be: (i) $1 million if Total Savings equal at least
      $96 million; (ii) $1.5 million if Total Savings equal at
      least $105 million; and (iii) $2 million if Total Savings
      equal at least $120 million.  For each additional $15
      million of Total Savings exceeding $120 million, DJM will
      receive an additional fee of $500,000.

      "Total Savings" refers to the sum of Savings for all
      Renegotiation Transactions but limited to Savings during
      the first three years of the modified Lease term.
      "Savings" for any Renegotiation Transaction refers to the
      difference between the Occupancy Cost prescribed in the
      Lease for the period to be modified and the renegotiated
      Occupancy Cost for the period to be modified, from the
      effective date of that Occupancy Cost modification through
      the end of the Lease term, including any option term
      exercised as part of the modification.

  (2) Lease Dispositions.  For each closing of a transaction in
      which any Lease is assigned or otherwise transferred to a
      third party, DJM will earn a fee in an amount equal to 3%
      of the Gross Proceeds of that disposition.  Lease
      dispositions will include the disposition of the Debtors'
      interest in any sublease.

  (3) Reduction in Bankruptcy Claims.  For any Lease rejected by
      the Debtors, if the landlord agrees to reduce or waive the
      claim it could reasonably assert under Section 502(b)(6)
      of the Bankruptcy Code or otherwise, DJM will receive a
      fee in an amount equal to 3% percent of the savings of any
      distribution that otherwise would have been payable to the
      landlord in the Debtors' bankruptcy cases.  Claim
      reductions will include reductions in any claims related
      to any subleases.

  (4) Extensions of Time to Assume or Reject Leases.  If
      directed by the Debtors to negotiate with landlords to
      obtain extensions of time to assume or reject Leases, no
      separate fee will be payable to DJM for that work.

  (5) DJM's fees will be earned and payable on the earlier to
      occur of the date that Total Savings is equal to at least
      $96 million and thereafter, the applicable additional fees
      will be paid when and if Total Savings is equal to any
      additional thresholds as set forth in the Services
      Agreement.

  (6) DJM will be compensated for additional consulting
      services rendered at the Debtors' specific request and
      agreed to by DJM and that are not otherwise provided for
      in the Services Agreement at the rate of $400 per hour.

A full-text copy of the DJM Services Agreement is available for
free at http://bankrupt.com/misc/Borders_ServicesAgr.pdf

The Debtors will also pay to DJM a $100,000 non-refundable
monthly retainer for each month of the term of the Services
Agreement.

Edward Zimmer, a senior managing director at DJM, made
disclosures of DJM's connections with other entities, a copy of
which is available for free at:

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

Despite those disclosures, Mr. Zimmer insists that DJM is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Committee Proposes BDO as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Borders Group
Inc.'s Chapter 11 cases seeks the Bankruptcy Court's permission to
retain BDO USA, LLP as its financial advisor, nunc pro tunc to
Feb. 25, 2011.

As the Committee's financial advisor, BDO will:

  (a) analyze the financial operations of the Debtors, as
      necessary;

  (b) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Court approval
      including, but not limited to, postpetition financing,
      sale of all or a portion of the Debtors' assets, critical
      vendor payments, assumption or rejection of leases or
      executory contracts, retention of management or employee
      incentive and severance plans;

  (c) analyze and, as needed, assist the Debtors in formulating
      business plans supporting the reorganization of all or
      parts of the Debtors' business;

  (d) analyze and, as needed, assist the Debtors in the
      marketing and sale of substantially all or a portion of
      the Debtors' assets;

  (e) for any proposed sale transaction:

         (i) assist the Committee and the Debtors' estates in
             establishing criteria for potential qualified
             purchasers and bidding procedures;

        (ii) advise the Committee on the identification,
             screening and ranking of prospective qualified
             purchasers;

       (iii) evaluate proposals received from potential
             Purchasers;

        (iv) advise the Committee and the Debtors' estates as to
             strategy and tactics to achieve the highest and
             best alternative from a sale;

         (v) attend any auctions;

        (vi) recommend to the Committee and the Debtors' estates
             the "highest and best" alternative for submission
             to the Court; and

        (vii) assist the Committee and the Debtors' estates
              through the closing process;

  (f) establish criteria and advise the Committee on alternative
      exit strategies;

  (g) prepare certain valuation analyses of the Debtors'
      businesses and assets using various professionally
      accepted methodologies;

  (h) as needed, prepare alternative business projections
      relating to the valuation of the Debtors' business
      enterprise;

  (i) evaluate financing proposals and alternatives proposed by
      the Debtors for debtor-in-possession financing, exit
      financing, and capital raising supporting any plan of
      reorganization;

  (j) conduct any requested financial analysis including
      verifying the material assets and liabilities of the
      Debtors, as necessary, and their values;

  (k) assist the Committee in its review of monthly statements
      of operations submitted by the Debtors;

  (l) perform claims analysis for the Committee;

  (m) assist the Committee in its evaluation of cash flow and/or
      other projections prepared by the Debtors;

  (n) scrutinize cash disbursements on an ongoing basis for the
      period subsequent to the commencement of these Chapter 11
      cases;

  (o) perform forensic investigating services, as requested by
      the Committee and counsel, regarding prepetition
      activities of the Debtors in order to identify potential
      causes of action, including investigating intercompany
      transfers, improvements in position, preferential payments
      and fraudulent transfers;

  (p) analyze transactions with insiders, related and/or
      affiliated companies;

  (q) analyze transactions with the Debtors' financing
      institutions;

  (r) attend meetings of creditors and conferences with
      representatives of the creditor groups and their counsel;

  (s) assist the Committee in its review of the financial
      aspects of any plans of reorganization or liquidation
      submitted by the Debtors and perform any related
      analyses and evaluate best exit strategy;

  (t) assist counsel in preparing for any depositions and
      testimony, as well as prepare any necessary expert reports
      and provide expert testimony at depositions and court
      hearings, as requested; and

  (u) perform other necessary services as the Committee or the
      Committee's counsel may request from time to time with
      respect to financial, business and economic issues that
      may arise.

BDO's professionals will be paid according to the firm's
customary hourly rates:

   Professional                                Rate per Hour
   ------------                                -------------
   PartnerslManaging Directors                 $475 to $795
   Directors/Sr. Managers/Sr. Vice Presidents  $375 to $550
   Managers/Vice Presidents                    $325 to $425
   Seniors/Analysts                            $200 to $350
   Staff                                       $150 to $225

BDO will also be reimbursed for necessary and actual expenses it
incurred or will incur.

William K. Lenhart, a partner at BDO, says his firm has and may
still be involved in matters unrelated to the Debtors' Chapter 11
cases with certain parties, a list of which parties is available
for free at http://bankrupt.com/misc/Borders_BDOClients.pdf


Mr. Lenhart further reveals that BDO provides audit, tax and
valuation services to Barnes & Noble, Inc.  To prevent conflicts
of interest from arising, BDO has erected an ethical wall between
the professionals providing consulting services to the Creditors'
Committee in the Debtors' cases and members of the assurance, tax
and valuation teams, which provide professional services to B&N,
he says.  He mentions that BDO has financial relationships with
PNC Bank, US Bank, N.A., Wells Fargo Retail Finance LLC, Comerica
Bank and Fifth Third Bank, which provide BDO with lending and
banking services in the normal course of BDO's business; but
assures the Court that the nature of BDO's relationship with
these entities does not create a conflict which is adverse to the
Creditors' Committee, the Debtors or the Debtors' estates.

In addition, BDO likely provides and may provide accounting, tax,
valuation or consulting services to creditors of the Debtors or
their affiliates who have yet to be disclosed by the Debtors in
matters unrelated to the Debtors, their affiliates, or these
Chapter 11 cases, Mr. Lenhart relates.  BDO USA is the U.S.
member firm of BDO International and BDO International's
individual member firms have not performed work for the Debtors
or its affiliates, he states.  BDO has been retained and likely
will continue to be retained by certain creditors of the Debtors,
but it is the intention of the firm to use commercially
reasonable efforts to limit any engagements to matters unrelated
to the Debtors' Chapter 11 cases, Mr. Lenhart adds.

Despite those disclosures, Mr. Lenhart insists that BDO is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Wins Final Approval for Claims Trading Limitations
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn approved, on a final basis, uniform
procedures designed to protect the potential value of Borders
Group Inc.'s net operating tax loss carryforward amounts,
potential net unrealized built-in losses in their assets, capital
loss carryforwards and certain other tax and business credit.

Any acquisition, disposition, or other transfer in violation of
the set 'trading' restrictions on will be null and void ab initio
as an act in violation of the automatic stay prescribed under
Section 362 of the Bankruptcy Code and pursuant to the Court's
equitable power prescribed in Section 105(a) of the Bankruptcy
Code, Judge Glenn ruled.

Judge Glenn further clarified that any trades made before the
entry of the Interim Order will not be subject to the Final
Order.  The provisions of the Final Order will be effective nunc
pro tunc to February 16, 2011.

The Debtors will serve notice of the entry of the Court's Final
Order describing the authorized restrictions and notification
requirements to: (i) the U.S. Trustee for Region 2; (ii) counsel
for the Official Committee of Unsecured Creditors; (iii) counsel
for the DIP Agents; (iv)  Kelley Drye & Warren LLP, attorneys for
certain landlords; (v) attorneys for General Growth Properties,
Inc.; (vi) attorneys for Bank of America, N.A.; (vii) any person
who has filed Schedule 13D or Schedule 13G with the U.S.
Securities and Exchange Commission since January 1, 2010 with
regard to the beneficial ownership of Borders stock; (viii) any
record holder of Borders stock or, in the case of persons or
entities holding Borders stock in "street name" through a nominee
holder, to that nominee holder or the designated mailing agent
for that nominee holder; (ix) the SEC; and (x) the Internal
Revenue Service.  Any nominee holders or their designated mailing
agent will either provide the Debtors' claims and noticing agent,
The Garden City Group, Inc., with the last known names and
addresses of their clients who are beneficial owners of Borders
stock, or send the Final Procedures Notice to all beneficial
holders of Borders Stock known to the nominee holder or its
designated agent.  Upon receipt of a proper invoice, the Debtors
will reimburse the nominee holder or its designated mailing agent
the cost of mailing the Final Procedures Notice.

The Debtors may waive, in writing, any and all restrictions,
stays, and notification procedures contained in the Final Order.

Judge Glenn clarified that nothing in the Final Order will
preclude any person or entity desirous of acquiring or disposing
of any claim or interest from requesting relief from the Final
Order in Court subject to the Debtors' rights to oppose that
relief.

Likewise, nothing in the Final Order or in the Debtors' Claims
Trading Procedures Motion will or will be deemed to prejudice,
impair or otherwise alter or affect the rights of any holders of
interests in or claims against the Debtors, including in
connection with the treatment of any of those interests or claims
under any plan, Judge Glenn said.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Fix June 1, 2011 as Claims Bar Date
--------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to establish:

  (a) June 1, 2011, at 5:00 p.m., as the deadline for each
      person or entity to file a proof of claim with respect to
      a prepetition claim, including secured claims and priority
      claims as well as claims under Section 503(b)(9) of the
      Bankruptcy Code against any of the Debtors; and

  (b) August 15, 2011, at 5:00 p.m., as the deadline for
      governmental units to file a proof of claim with respect
      to a prepetition claim against any of the Debtors.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section 501
of the Bankruptcy Code.  Bankruptcy Rule 3003(c)(2) provides that
any creditor whose claim is not scheduled in a debtor's
statements of financial affairs, schedules of assets and
liabilities, and schedules of executory contracts or whose claim
is scheduled as disputed, contingent or unliquidated must file a
proof of claim.  The Debtors expect to file their Statement of
Financial Affairs and Schedules on or before April 1, 2011.

Moreover, Section 502(b)(9) of the Bankruptcy Code provides that
"a claim of a governmental unit shall be timely filed it is filed
before 180 days after the date of the order for relief or such
later time as the Federal Rules of Bankruptcy Procedure may
provide. . .."

The Debtors propose that all proofs of claim filed in their
Chapter 11 cases be consistent with these procedures:

(A) Proofs of Claim must:

    * conform to the proposed form of proof of claim form;

    * be (i) signed; (ii) include supporting documentation
      or an explanation as to why documentation is not
      available; (iii) be in the English language; and (iv) be
      denominated in the United States currency; and

    * specify the name and case number of the Debtor against
      which the claim is filed; if the holder asserts a claim
      against more than one Debtor or has claims against
      different Debtors, a separate proof of claim form must be
      filed with respect to each Debtor.  To the extent a
      claimant inserts an incomplete debtor name, such as
      "Borders," that claim will be attributed to Borders, Inc.

(B) Proofs of claim will be deemed filed only when received by
    The Garden City Group or the Clerk on before on or
    applicable Bar Date.  Claimants must deliver the original
    proof of claim to this address:

    If by first-class mail, to:

        The Garden City Group, Inc.
        Attn: Borders Group, Inc.
        P.O. Box 9690
        Dublin, Ohio 43017-4990

    If by hand delivery or overnight courier, to:

        The Garden City Group, Inc.
        Attn: Borders Group, Inc.
        5151 Blazer Parkway, Suite A
        Dublin, Ohio 43017

              Or

        United States Bankruptcy Court, SDNY
        One Bowling Green
        Room 534
        New York, New York 10004

(C) Neither the Court nor GCG will be required to accept Proofs
    of Claim sent by facsimile, telecopy, or electronic mail
    transmission.

(D) Any person or entity that asserts a claim that arises from
    the rejection of an executory contract or unexpired lease
    must file a Proof of Claim based on that rejection by the
    later of (i) the applicable Bar Date, and (ii) the date that
    is 45 days following entry of an order approving the
    rejection or be forever barred from doing so.

(E) In the event the Debtors supplement or amend their Schedules
    to (a) designate a claim as disputed, contingent, or
    unliquidated; (b) change the amount of a claim; (c) change
    the classification of a claim; (d) remove a claim; or (e)
    add a claim that is not listed on the Schedules, the Debtors
    will notify the claimant of the supplement or amendment.
    The deadline for any holder of a claim so designated,
    changed, or added to file a Proof of Claim on account of any
    claim is the later of (i) applicable Bar Date, and (ii) the
    date that is 30 days after the Debtors provide notice of the
    supplement or amendment.

(F) Any person or entity that relies on the Schedules has the
    responsibility to determine that the claim is accurately
    listed in the Schedules.

These persons or entities are not required to file a Proof of
Claim on or before the applicable Bar Date:

  (i) Any person or entity that has already filed a proof of
      claim against the Debtors with the Clerk or GCG in a form
      substantially similar to the Proof of Claim Form.

(ii) Any person or entity whose claim is listed on the
      Schedules filed by the Debtors, provided that (A) the
      claim is not scheduled as disputed, contingent or
      unliquidated; and (B) the claimant does not disagree with
      the amount, nature, and priority of the claim as set forth
      in the Schedules; and (C) the claimant does not dispute
      that the claim is an obligation of the specific Debtor
      against which the claim is listed on the Schedules.

(iii) Any holder of a claim that has been allowed by order of
      the Court.

(iv) Any person or entity whose claim has been paid in full by
      any of the Debtors.

  (v) Any holder of a claim for which specific deadlines have
      previously been fixed by the Court.

(vi) Any Debtor having a claim against another Debtor or any of
      the non-debtor subsidiaries of Borders Group, Inc. having
      a claim against any of the Debtors.

(vii) Any holder of a claim allowable under Sections 503(b) and
      507(a)(2) of the Bankruptcy Code as an expense in
      Administration.

(viii) Any person or entity that holders an interest in the
      Debtors, which ownership is based exclusively on the
      ownership of common stocks, membership interests,
      partnership interests, or warrants or rights to purchase,
      sell or subscribe to a security or interest; provided that
      interest holders that wish to assert claims against any of
      the Debtors that arise out of or relate to the ownership
      or purchase of an interest, including claims arising out
      of or relating to the sale, issuance, or distribution of
      the interest, must file Proofs of Claim on or before the
      applicable Bar Date.

(ix) Any person or entity holding a claim for principal,
      interest, and other fees and expenses on or under the
      Prepetition Credit Facilities or the DIP Facility.

The Debtors propose that any holder of a claim against them who
is required, but fails, to file a proof of claim in accordance
with the Bar Date Order on or before the Bar Date will be forever
barred, estopped, and enjoined from asserting that claim against
the Debtors.  The Debtors and their property will be forever
discharged from any and all indebtedness or liability with
respect to that claim, and that holder will not be permitted to
vote to accept or reject any plan of reorganization filed in
these Chapter 11 cases, or participate in any distribution in the
Debtors' Chapter 11 cases on account of that claim or to receive
further notices regarding the claim.

Pursuant to the Rule 2002(a)(7), (f), (1) of the Federal Rules of
Bankruptcy Procedure and the Procedural Guidelines, the Debtors
propose to serve a Proof of Claim Form and a Bar Date Notice, at
least 35 days prior to the General Bar Date, to these parties:

  (i) The United States Trustee for Region 2;

(ii) Counsel for the Official Committee of Unsecured Creditors;

(iii) All persons or entities that have requested notice of the
      proceedings in these Chapter 11 cases;

(iv) All persons or entities that have filed claims;

  (v) All known creditors and other known holders of claims as
      of the date of a Bar Date Order, including all persons or
      entities listed in the Schedules as holding claims for
      which the Debtors have addresses;

(vi) All parties to executory contracts and unexpired leases of
      the Debtors;

(vii) The attorneys of record to all parties to pending
      litigation against any of the Debtors;

(viii) The U.S. Internal Revenue Service, the U.S. Securities and
      Exchange Commission, the United States Attorney's Office
      for the Southern District of New York, and all applicable
      government entities; and

(ix) All other parties in the Debtors' creditor matrix.

The Bar Date Notice notifies parties of:

  -- the Bar Dates;
  -- who must file a Proof of Claim;
  -- the procedures for filing a Proof of Claim;
  -- the consequence for failing to timely file a Proof of
     Claim; and
  -- where parties can find further information.

With regard to their current employees, the Debtors may provide
notice of the Bar Date to those employees using a notice
substantially similar to the Bar Date Notice.

The Debtors will also post the Proof of Claim Form and Bar Date
Notice on the Web site established by GCG for the Debtors' cases
at www.bordersreorganization.com

The Debtors also propose to publish a publication notice in The
New York Times at least 28 days prior to the General Bar Date,
thus satisfying the requirement of Bankruptcy Rule 2002(a)(7).
The Debtors propose to publish the Publication Notice, in their
sole discretion, in other newspapers, trade journals, or similar
publications.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, notes that the Debtors will be providing no
less than 35 days' notice to all known creditors.  The Debtors
believe that the proposed Bar Dates and notice procedures provide
sufficient time for all parties-in-interest, including foreign
creditors, to assert their claims.

"Because the proposed procedures will provide notice to all known
parties-in-interest by mail and notice to any unknown parties in
interest by publication, the proposed notice procedures are
reasonably calculated to provide notice to all parties that may
wish to assert a claim in these Chapter 11 cases," Mr. Glenn
asserts.

The Court will consider the Debtors' request on April 7, 2011.
Objections are due no later than March 31.

                        About Borders Group

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

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

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

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

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

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

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

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


HORIZON LINES: Incurs $57.97 Million Net Loss in Fiscal 2010
------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$57.97 million on $1.16 billion of operating revenue for the
fiscal year ended Dec. 26, 2010, compared with a net loss of
$31.27 million on $1.12 billion of operating revenue for the
fiscal year ended Dec. 20, 2009.

The Company's balance sheet at Dec. 26, 2010 showed
$785.75 million in total assets, $745.96 million in total
liabilities and $39.79 million in total stockholders' equity.

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

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/4wZKkR

                        About Horizon Lines

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

                           *     *     *

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

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


===============================
T R I N I D A D  &  T O B A G O
===============================


CLICO INVESTMENT: NGC Withdraws Other $1.1 Billion Lawsuit
----------------------------------------------------------
Alexander Bruzual at the Trinidad and Tobago's Newsday reports
that Justice Peter Rajkumar has granted the National Gas Company
leave to withdraw from a $1.1 billion lawsuit against the Clico
Investment Bank.  NCG had sought to recover the money, Newsday
relates.

According to Newsday, Donna Denbow, who represents NGC in the
case, informed the court that her client decided to withdraw the
case.

As reported by the Troubled Company Reporter-Latin America on
March 22, 2011, the Trinidad Express Newspapers said that NGC
withdrew its petition to block the winding up of Clico's assets.
The TCR-LA reported on April 20, 2010, that the state-appointed
manager Carl Hiralal of CIB filed a petition with the high court
to wind up the bank on grounds that it had a US$4.7 billion
insolvency hole and was unable to pay its debts as they fall due.

Clico Investment Bank is owned and managed by CL Financial, a
privately held conglomerate in Trinidad and Tobago.

CL Financial Limited is a privately held conglomerate in Trinidad
and Tobago.  Founded as an insurance company by Cyril Duprey,
Colonial Life Insurance Company was expanded into a diversified
company by his nephew, Lawrence Duprey.  CL Financial is now one
of the largest local conglomerates in the region, encompassing
over 65 companies in 32 countries worldwide with total assets
standing at roughly US$100 billion.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
August 10, 2009, A.M. Best Co. downgraded the financial strength
rating to C (Weak) from B (Fair) and issuer credit rating to "ccc"
from "bb" of Colonial Life Insurance Company (Trinidad) Limited
(CLICO) (Trinidad & Tobago).  The ratings remain under review with
negative implications.  CLICO is an insurance member company of CL
Financial Limited (CL Financial), a diversified holding company
based in Trinidad & Tobago.

According to a TCR-LA report on Feb. 20, 2009, citing Trinidad and
Tobago Express, Tobago President George Maxwell Richards signed
bailout bills for CL Financial, giving the government the
authority to control the company's unit, Colonial Life Insurance
Company, and giving the central bank extensive powers to treat CL
Financial's collapse and the consequent systemic crisis.


===============
X X X X X X X X
===============


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
     Gaylord National Resort & Convention Center,
     National Harbor, Md.
        Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
TURNAROUND MANAGEMENT ASSOCIATION
  TMA Spring Conference
     JW Marriott, Chicago, IL
        Contact: http://www.turnaround.org/

May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Nuts and Bolts - New York City
     Association of the Bar of the City of New York,
     New York, N.Y.
        Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
  New York City Bankruptcy Conference
     Hilton New York, New York, N.Y.
        Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Canadian-American Cross-Border Insolvency Symposium
     Fairmont Royal York, Toronto, Ont.
        Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Central States Bankruptcy Workshop
     Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: http://www.abiworld.org/

July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Northeast Bankruptcy Conference
     Hyatt Regency Newport, Newport, R.I.
        Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
     The Sanctuary at Kiawah Island, Kiawah Island, S.C.
        Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
  Mid-Atlantic Bankruptcy Workshop
     Hotel Hershey, Hershey, Pa.
        Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
  NCBJ/ABI Educational Program
     Tampa Convention Center, Tampa, Fla.
        Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
  International Insolvency Symposium
     Dublin, Ireland
        Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
  Hilton San Diego Bayfront, San Diego, CA
     Contact: http://www.turnaround.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
  23rd Annual Winter Leadership Conference
     La Quinta Resort & Spa, La Quinta, Calif.
        Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
  TMA Spring Conference
     Grand Hyatt Atlanta, Atlanta, Ga.
        Contact: http://www.turnaround.org/

Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
     Gaylord National Resort & Convention Center,
     National Harbor, Md.
        Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
     The Ritz-Carlton Amelia Island, Amelia Island, Fla.
        Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
  Mid-Atlantic Bankruptcy Workshop
     Hyatt Regency Chesapeake Bay, Cambridge, Md.
        Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
  TMA Annual Convention
     Westin Copley Place, Boston, Mass.
        Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
  Winter Leadership Conference
     JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
        Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
  TMA Spring Conference
     JW Marriott Chicago, Chicago, Ill.
        Contact: http://www.turnaround.org/

October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
  TMA Annual Convention
     Marriott Wardman Park, Washington, D.C.
        Contact: http://www.turnaround.org/


                            ***********


Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA 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-LA constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication.  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
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com


                            ***********


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-Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Valerie U. Pascual, Psyche A. Castillon, Julie Anne G.
Lopez, Ivy B. Magdadaro, Frauline S. Abangan, and Peter A.
Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


                   * * * End of Transmission * * *