TCRLA_Public/110401.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

              Friday, April 1, 2011, Vol. 12, No. 65

                            Headlines



B R A Z I L

AMERICAN APPAREL: CEO Gets 6 Mil. Shares for Cash, Notes
BANCO ABC: Fitch Affirms Issuer Default Ratings at 'BB+'
GENERAL MOTORS: Judge Signs Old GM Plan Confirmation Order


C A Y M A N  I S L A N D S

ACFL LIMITED: Creditors' Proofs of Debt Due April 28
CITI GOLDENTREE: Commences Liquidation Proceedings
[REDACTED Nov. 12, 2012]
EDEN CAPITAL: Creditors' Proofs of Debt Due April 28
HIC ASSET: Creditors' Proofs of Debt Due April 28

HNR ASSET: Creditors' Proofs of Debt Due April 28
HSBC STRUCTURED: Creditors' Proofs of Debt Due April 28
KBC ALPHA: Creditors' Proofs of Debt Due April 28
KENNAMETAL HOLDING: Creditors' Proofs of Debt Due April 19
LFI BOND: Creditors' Proofs of Debt Due April 28

LONGPORT FUNDING: Creditors' Proofs of Debt Due April 27
OCELOT RUSSIAN: Creditors' Proofs of Debt Due April 28
RCF CORP: Creditors' Proofs of Debt Due April 28
SP PRODUCTS: Creditors' Proofs of Debt Due April 19
TURBO CAYMAN: Creditors' Proofs of Debt Due April 27


J A M A I C A

OLINT CORP: Former CEO Commits To Pay Back Investors


M E X I C O

CEMEX SAB: Fitch Assigns 'B+/RR3' Rating to Proposed Notes
ENIVA USA: Section 341(a) Meeting Slated for April 11
ENIVA USA: Court Approves GuideSource as Financial Consultant
ENIVA USA: Court Approves Ravich Meyer as Bankruptcy Counsel
GREENBRIER COS: Expects to Report $286-Mil Revenue in Feb. 28 Qtr

MULTIBANK INC: S&P Affirms 'BB/B' Counterparty Credit Rating


P U E R T O  R I C O

BORDERS GROUP: Agree Realty in Default on Borders-Backed Loans
BORDERS GROUP: Wiley & Sons Posts $9-Mil. Bad Debt Expense
BORDERS GROUP: Lease Rejection Protocol Approved by Court
BORDERS GROUP: Wins OK for AP Services as Crisis Managers
BORDERS GROUP: Inks Agency Agreement for 26 Closed Stores

BORDERS GROUP: Proposes Deloitte as Tax Advisor
CARIBBEAN PETROLEUM: To Present Plan for Confirmation on April 28
CARIBBEAN PETROLEUM: Asks for Plan Exclusivity Until May 9
HORIZON LINES: Incurs $57.97 Million Net Loss in 2010
HORIZON LINES: Moody's Downgrades Corp. Family Rating to 'Caa3'

HOSPITAL DAMAS: Nears Plan Filing; Seeks Exclusivity Extension
HOSPITAL DAMAS: Curpill Firm Seeks $84T for Dec.-March Work
HOSPITAL DAMAS: Creditors Panel Has OK to Probe Fundacion




                            - - - - -


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B R A Z I L
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AMERICAN APPAREL: CEO Gets 6 Mil. Shares for Cash, Notes
--------------------------------------------------------
American Apparel, Inc., and Dov Charney, the Company's chairman of
the Board and chief executive officer, entered into, and closed
the transactions under, a purchase agreement pursuant to which:

   (i) Mr. Charney purchased from the Company an aggregate of
       1,801,802 shares of the Company's common stock, par value
       $.0001 per share, at a price of $1.11 per share, for
       aggregate cash consideration of approximately $2.0 million
       in cash; and

  (ii) the three promissory notes issued by two subsidiaries of
       the Company to Mr. Charney, which as of March 24, 2011,
       had an aggregate of approximately $4.7 million, including
       principal and accrued and unpaid interest outstanding were
       canceled in exchange for an issuance by the Company of an
       aggregate of 4,223,194 shares of Common Stock at a price
       of $1.11 per share, with 50% of such Note Shares being
       issued at the Closing and the remaining Note Shares
       issuable to Mr. Charney only if prior to the third
       anniversary of the Closing date (x) the closing sale price
       of the Common Stock on the NYSE Amex exceeds $3.50 for 30
       consecutive trading days or (y) there is a change of
       control of the Corporation, as defined in the Purchase
       Agreement.

                       New Lion Warrant

In connection with the Closing, on March 24, 2011, in accordance
with the previously disclosed Fifth Amendment, dated Feb. 18,
2011, to the Credit Agreement, dated as of March 13, 2009, among
American Apparel, Inc., certain subsidiaries of the Company as
facility guarantors, Wilmington Trust FSB, in its capacity as
administrative agent and in its capacity as collateral agent
thereunder, Lion Capital (Americas) Inc., as a lender, and
Lion/Hollywood L.L.C., as a lender, and the other lenders from
time to time party thereto, the Corporation issued to Lion a new
warrant, which expires in 2018 and is exercisable at any time
during its term, to purchase an aggregate of 759,809 shares of
Common Stock at an exercise price of $1.11 per share, as such
price may be adjusted from time to time pursuant to the
adjustments specified in the New Lion Warrant or the Credit
Agreement.

If the Contingent Shares are issued to Mr. Charney pursuant to the
Purchase Agreement, the Fifth Amendment would require the
Corporation to issue to Lion an additional new warrant to purchase
shares of Common Stock, as described in the Fifth Amendment.

               Amendment to Existing Lion Warrant

Also on March 24, 2011, in accordance with the Fifth Amendment,
the Corporation and Lion entered into an amendment to the warrant
issued to Lion on March 13, 2009 which, among other things,
extended the term of the Existing Lion Warrant to Feb. 18, 2018
and reduced the exercise price of the Existing Lion Warrant to
$1.11, as such price may be adjusted from time to time pursuant to
the adjustments specified in the Existing Lion Warrant or the
Credit Agreement.  The effectiveness of the Existing Lion Warrant
Amendment is subject to the approval by the Corporation's
stockholders of the exercise price adjustment and the potential
issuance of additional shares of Common Stock contemplated by the
Existing Lion Warrant Amendment.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mr. Charney disclosed that he beneficially
owns 44,923,088 shares of common stock representing 56.8% equity
stake based on the Company having 79,109,694 shares of Common
Stock outstanding as of March 24, 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."


BANCO ABC: Fitch Affirms Issuer Default Ratings at 'BB+'
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings of Banco ABC Brasil S.A.

  -- Long-term foreign and local currency IDR at 'BB+'; Outlook
     Stable;

  -- Short-term foreign and local currency IDR at 'B';

  -- Individual at 'C/D';

  -- Support at '3';

  -- Long-term National rating at 'AA-(bra)', Outlook Stable;

  -- Short-term National rating at 'F1+(bra)'.

ABCbr's foreign and local currency IDRs, and national ratings
are driven by its Individual Rating, which reflects the bank's
solid credit controls and asset quality, prudent liquidity
administration and experienced management.  This is all in the
context of its well defined strategy focused on the extension
of credit and services to large and medium-sized companies.
The ratings also consider ABCbr's modest size, tight leverage
and limited revenue diversification.

The rating affirmations are based largely on ABCbr's individual
strengths despite Fitch's March 8 downgrade of ABCbr's majority
shareholder, Arab Banking Corporation's IDR to 'BB'.  The one-
notch difference between ABCbR's higher 'BB+' IDR and ABC's 'BB'
rating is permitted by Fitch's methodology which considers such
factors subsidiary strength, independence and a separately
identifiable franchise.

The one-notch difference between ABC's and ABCbr's ratings is
unlikely to widen as further deterioration of the parent is not
likely given the special circumstances of ABC's downgrade.  Also,
the difference could in fact be eliminated in case of either an
eventual upgrade action on ABC, or in case ABCbr experiences some
deterioration in some of its key individual strengths, such
deterioration in liquidity or leverage.  Fitch views with some
concern the downward trend in ABCbr's Core and Fitch Eligible
capital ratios, but expects this trend to stabilize; further
deterioration could put pressure on the bank's individual rating
and, therefore, the IDR.

Recently released fourth-quarter 2010 ABCbr results show continued
good performance, strong liquidity, and good asset quality, even
though the YE 2010 capital base was composed of nearly 27% of Tier
II capital.  Management has also recently confirmed that funding
options through contingent sources with relevant volumes remain
available as funding alternatives for periods of stress.  ABCbr
has availability, but with virtual no use, of approximately BRL
2.5 billion of DPGE issuance limit and may use 100% of its good
quality credit portfolio to back interbank lines, or make
portfolio sales to other banks, as ABCbr has not made any relevant
portfolio sales in the last three years.

In addition, cash needs arising from a worst case liquidity
scenario (of almost no deposit retention at maturity and
withdrawal of all deposits with liquidity) are fully supported by
credit origination reduction combined with good ALM term matching.
ABC's credit portfolio is of good quality and mostly short term,
with duration slightly above one year.  This provides ABC with
adequate cash inflows, which combined with a considerable portion
of term deposits having no liquidity, provide a comfortable ALM
tenor matching.  Moreover, even though ABC is under a period of
uncertainty, the contingent facility that it provides ABCbr,
either for business opportunities support or liquidity management,
not only remains fully available, but has recently been
preventively placed with ABCBr without relevant utilization.

Finally, ABCbr's support rating reflects the moderate probability
of support from of its major shareholding parent, ABC.  A further
negative rating action to ABC's IDRs, might lead to rating actions
over this support rating, depending on the capacity and propensity
of ABC to provide support towards ABCbr under the still uncertain
conditions relating to ABC's majority shareholder, the Central
Bank of Libya.

Fitch will continue to monitor the situation with Libya, ABC and
ABCbr closely.  Despite the previously mentioned independence of
the Brazilian subsidiary, it is important to note that if there
was a further deterioration of ABC's rating, there may be a
negative effect on ABCbr's funding expense or even in terms of
availability.

ABCbr was established in 1989 and is currently 58% controlled by
ABC through Marsau Uruguay Holdings.  Of the remaining shares, 34%
are traded in the market and the remainder is held by the bank's
management and employees.


GENERAL MOTORS: Judge Signs Old GM Plan Confirmation Order
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the old General Motors Corp. liquidating Chapter 11
plan was formally approved when the bankruptcy judge put his
signature on a confirmation order March 29.  The judge said he
would approve the plan at the March 3 confirmation hearing.

Mr. Rochelle relates that to wrap up the largest manufacturing
reorganization in history, old GM, now formally known as Motors
Liquidation Co., filed a liquidating plan in August.  It creates a
trust for unsecured creditors to distribute the stock and warrants
issued by new GM as consideration for the sale of the assets.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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


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C A Y M A N  I S L A N D S
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ACFL LIMITED: Creditors' Proofs of Debt Due April 28
----------------------------------------------------
The creditors of ACFL 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 17, 2011.

The company's liquidator is:

         Andrew Feldman
         c/o Victor Murray
         Maples FS Limited
         P.O. Box 1093
         Boundary Hall, 4th Floor
         Cricket Square, George Town
         Grand Cayman KY1-1102
         Cayman Islands
         Telephone: 1 345 814 5722


CITI GOLDENTREE: Commences Liquidation Proceedings
--------------------------------------------------
On March 10, 2011, the shareholder of Citi Goldentree Ltd.
resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
March 28, 2011, will be included in the company's dividend
distribution.

The company's liquidator is:

         Victor Murray
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


[REDACTED Nov. 12, 2012]


EDEN CAPITAL: Creditors' Proofs of Debt Due April 28
----------------------------------------------------
The creditors of Eden Capital 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 7, 2011.

The company's liquidator is:

         Ian D. Stokoe
         c/o Adam Keenan
         Telephone: (345) 914 8743
         Facsimile: (345) 945 4237
         P.O. Box 258, Grand Cayman KY1-1104
         Cayman Islands


HIC ASSET: Creditors' Proofs of Debt Due April 28
-------------------------------------------------
The creditors of HIC Asset Finance (Cayman) 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:

         Marc Randall
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


HNR ASSET: Creditors' Proofs of Debt Due April 28
-------------------------------------------------
The creditors of HNR Asset Finance (Cayman) 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:

         Marc Randall
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


HSBC STRUCTURED: Creditors' Proofs of Debt Due April 28
-------------------------------------------------------
The creditors of HSBC Structured Notes (Cayman) 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 15, 2011.

The company's liquidator is:

         Victor Murray
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


KBC ALPHA: Creditors' Proofs of Debt Due April 28
-------------------------------------------------
The creditors of KBC Alpha Series Feeder Fund SPC 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 18, 2011.

The company's liquidator is:

         Marc Randall
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


KENNAMETAL HOLDING: Creditors' Proofs of Debt Due April 19
----------------------------------------------------------
The creditors of Kennametal Holding (Cayman Islands) Limited are
required to file their proofs of debt by April 19, 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:

         Kevin G. Nowe
         1600 Technology Way
         Latrobe, PA 15650
         U.S.A.
         Telephone: 724-539-5776
         Facsimile: 724-539-3839


LFI BOND: Creditors' Proofs of Debt Due April 28
------------------------------------------------
The creditors of LFI Bond Investments 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 2, 2011.

The company's liquidator is:

         Ian D. Stokoe
         Adam Keenan
         Telephone: (345) 914 8743
         Facsimile: (345) 945 4237
         P.O. Box 258, Grand Cayman KY1-1104
         Cayman Islands


LONGPORT FUNDING: Creditors' Proofs of Debt Due April 27
--------------------------------------------------------
The creditors of Longport Funding III, 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:

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


OCELOT RUSSIAN: Creditors' Proofs of Debt Due April 28
------------------------------------------------------
The creditors of Ocelot Russian Generation Inc. 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 17, 2011.

The company's liquidator is:

         Philip N. A. Mosely
         Ground Floor Harbour Centre
         P.O. Box 1569, Grand Cayman KY1-1110
         Cayman Islands
         Telephone: (345) 949 4018
         Facsimile: (345) 949 7891
         e-mail: general@caymanmanagement.ky


RCF CORP: Creditors' Proofs of Debt Due April 28
------------------------------------------------
The creditors of RCF Corp. 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 18, 2011.

The company's liquidator is:

         Victor Murray
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


SP PRODUCTS: Creditors' Proofs of Debt Due April 19
---------------------------------------------------
The creditors of SP Products Cayman Co. are required to file their
proofs of debt by April 19, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on March 19, 2011.

The company's liquidator is:

         Richard Finlay
         c/o Noel Webb
         Telephone: (345) 814 7394
         Facsimile: (345) 945 3902
         P.O. Box 2681, Grand Cayman KY1-1111
         Cayman Islands


TURBO CAYMAN: Creditors' Proofs of Debt Due April 27
----------------------------------------------------
The creditors of Turbo Cayman Holdings 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 16, 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


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J A M A I C A
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OLINT CORP: Former CEO Commits To Pay Back Investors
----------------------------------------------------
Caribbean News Now reports that Olint Corp. investors may get
their money back, after David Smith, the former chief executive
officer of the Company, committed on Tuesday to make full
repayment to every investor in the scheme.

The commitment, says Caribbean News Now, is part of a plea deal
Mr. Smith entered into with U.S. prosecutors to lessen his prison
time and prevent his wife, Tracy Ann, from being charged.
According to the report, Mr. Smith is facing a maximum sentence of
40 years in prison and fines that could exceed US$1 million.  He
pleaded guilty to 23 charges in the U.S. District Court in the
Middle District of Florida, says the report.  Mr. Smith's plea
deal includes a provision to reveal the other persons who
participated in the Ponzi scheme through which he defrauded more
than US$200 million, the report states.

Former U.S. prosecutors Michelle Rodney believes the chance for
recovering investors' money is very slim, RJR News relates.  The
report quotes Ms. Rodney as saying, "More than likely (they) will
not get back 100% (of their deposits), that the unfortunate thing.
The damage has been done but to the extent that they can get
something, it softens the blow."

                            About Olint Corp

Olint Corporation Limited was an investment club owned by David
Smith.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 31, 2010, RadioJamaica said United States authorities sought
to extradite Mr. Smith from Turks and Caicos Islands for his
involvement in financial fraud cases.  The Jamaica Gleaner said
that Mr. Smith was indicted on 23 charges in the United States.
The report related that the indictment handed down in the U.S.
District Court for the Middle District of Florida, Orlando
Division, charged Mr. Smith with four counts of wire fraud, one
count of conspiracy to commit money laundering and 18 counts of
money laundering to conceal specified unlawful activity.

Caribbean News Now reports that Mr. Smith defrauded more than
US$200 million from thousands of investors in Jamaica, the Turks
and Caicos Islands and Florida.


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CEMEX SAB: Fitch Assigns 'B+/RR3' Rating to Proposed Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to CEMEX, S.A.B. de
C.V.'s proposed note issuance due in 2015.  Proceeds from the
notes are expected to be used for general corporate purposes,
including the repayment of debt.

The notes will be unconditionally guaranteed by CEMEX Mexico, S.A.
de C.V., New Sunward Holding B.V., and CEMEX Espana, S.A. and will
be secured with a first priority interest over a collateral
package consisting of substantially all of the shares of CEMEX
Mexico, S.A. de C.V., Centro Distribuidor de Cemento, S.A. de
C.V., Mexcement Holdings, S.A. de C.V., Corporacion Gouda, S.A. de
C.V., CEMEX Trademarks Holding Ltd., New Sunward Holding B.V.  and
CEMEX Espana, S.A.

Fitch currently rates CEMEX:

  -- Issuer Default Rating 'B';
  -- Senior unsecured notes 'B+/RR3';
  -- National scale long-term rating 'BB-(mex)';
  -- National scale short-term rating 'B (mex)'.

The Rating Outlook is Positive.

The 'B' ratings of CEMEX and its subsidiary, CEMEX Espana, reflect
the company's high leverage and the weak, near-term cash flow
prospects for two of the company's three key markets -- the United
States and Spain.  The 'RR3' Recovery Rating on the company's
unsecured debt indicates above average recovery prospects for
holders of the proposed notes in the event of default.  The
collateral package for the proposed notes is similar to that for
the debt associated with the Aug. 14, 2009 Financing Agreement, as
well as substantially all of the company's capital markets debt.

The Positive Outlook reflects the company's success in accessing
the capital markets and refinancing its bank debt.  It also
reflects the very strong market positions of CEMEX in its key
markets, as well as the favorable demographic trends for these
markets over the long term.  A positive rating action could result
from a signal that the company's operations in the U.S. have hit a
bottom and that the turnaround of profitability is beginning.  In
contrast, a negative rating action could occur, if CEMEX's sales
volumes unexpectedly deteriorate in Mexico, the key source of the
company's current operating cash flow.

CEMEX had US$17.7 billion of total consolidated debt as of
Dec. 31, 2010, and US$676 million of cash and marketable
securities.  As of Dec. 31, 2010, the company had US$456 million
of debt falling due in 2011, US$1.2 billion during 2012 and
US$2.4 billion during 2013.  Near-term liquidity risk is
manageable.  CEMEX issued US$1 billion of senior secured notes
during January 2011 and US$2.667 billion of convertible
subordinated notes during March 2011.  Proceeds from these notes
were used to: repay or pre-fund the repayment of certificados
bursatiles falling due during 2011 and 2012; prepay debt
associated with the August 2009 Financing Agreement; fund the
capped call associated with the convertible subordinated notes;
and for general corporate purposes.  Over the medium term, CEMEX
will likely have to negotiate a refinancing of the US$6.8 billion
of Financing Agreement debt falling due during 2014 with its bank
lenders.

During 2010, CEMEX generated US$2.3 billion of EBITDA, a decline
from US$2.7 billion during 2009.  The company's cash flow from
operations also declined during this time period to US$1.7 billion
from US$2.6 billion.  The drop in operating cash flow was
primarily due to weaker demand for cement and ready mix in the
U.S., Spain and Mexico, as well as lower prices in the U.S. and
Europe.  CEMEX's net debt declined to US$17 billion during 2010
from US$18.3 billion during 2009.  The decline in debt was a
result of free cash flow, changes in the exchange rate, and the
conversion of US$1.660 billion of perpetual notes for
US$1.223 billion of fixed rate notes.  At the end of 2010,
CEMEX's net leverage ratios, as measured by net debt-to-EBITDA
and net debt-to-CFFO, were 7.4 times and 10.0x, respectively.

The company's most important market in terms of EBITDA during 2010
was Mexico.  CEMEX generated US$1.150 billion of EBITDA in this
market during 2010, a US$300 million decline from the peak EBITDA
figure in this market of US$1.450 billion during 2008.  Europe
represented US$434 million of EBITDA, while the Caribbean, South
and Central America accounted for US$460 million of EBITDA.  In
the U.S., CEMEX's EBITDA was a negative US$45 million during 2010.
This compares with a Fitch calculated pro forma EBITDA (including
Rinker) of US$2.345 billion during 2006.

Cash flow is projected to remain relatively flat during 2011.
Positively, the pricing environment should improve in many of the
company's markets, after declining during 2010 due to large
inventory levels.  The company could also benefit from a stronger
Mexican peso and Euro versus the U.S. dollar.  Challenges faced by
the company include extremely weak residential demand for ready
mix and cement in the U.S. and Spain.  Demand for these products
associated with infrastructure spending could also remain weak, as
both countries work to lower high levels of government spending.
CEMEX has a strong position in Egypt and its operations in this
market have been disrupted to a degree by the recent political
upheaval.  To respond to these challenges, CEMEX has announced an
additional US$250 million of targeted spending reductions during
2011.  These spending reductions will come from areas such as a
rationalization of its U.S. operations and an increase in the use
of alternative fuels.  CEMEX has also projected a decline in
capital expenditures to US$475 million during 2011 from
US$550 million during 2010.


ENIVA USA: Section 341(a) Meeting Slated for April 11
-----------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
of Eniva USA Inc. on April 11, 2011, at 1:30 p.m. at Mtg.
Minneapolis - US Courthouse, 300 S. 4th St., 10th Floor.

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

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

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


ENIVA USA: Court Approves GuideSource as Financial Consultant
-------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Eniva USA, Inc., to employ
GuideSource as financial consultant.

GuideSource will advise and assist the Debtor in connection with,
among other things:

    a. the preparation of projections and pro forma financial
       statements in connection with the Debtor's business;

    b. the obtaining of DIP financing to provide needed working
       capital for the Debtor's business;

    c. the restructuring of the Debtor's leases and executory
       contracts; and

    d. the offering of the Debtor's business assets for sale,
       if appropriate, and the structuring of any proposed sale
       transaction.

GuideSource will be paid based on the hourly rates of its
professionals:

          Richard Gallagher                  $112.50
          HR Consulting                       $45.75
          Staff Accounting                    $27.50

Richard Gallagher, Vice President of GuideSource, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection on March 1,
2011 (Bankr. D. Minn. Case No. 11-41414).  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


ENIVA USA: Court Approves Ravich Meyer as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Eniva USA, Inc., to employ Ravich Meyer Kirkman McGrath Nauman &
Tansey as bankruptcy counsel.

According to the Troubled Company Reporter on March 11, 2011,
Ravich Meyer will represent the Debtor in connection with all
matters relating to the Debtor's Chapter 11 case.

Ravich Meyer will be paid based on the hourly rates of its
professionals:

         Michael F. McGrath                     $375
         Michael L. Meyer                       $450
         Will R. Tansey                         $305
         John N. Saunders                       $250
         Michael D. Howard                      $185

         Paralegal                              $150

Michael F. McGrath, Esq., a shareholder at Ravich Meyer, assured
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection on March 1,
2011 (Bankr. D. Minn. Case No. 11-41414).  The Debtor estimated
its assets and debts at $10 million to $50 million as of the
filing.


GREENBRIER COS: Expects to Report $286-Mil Revenue in Feb. 28 Qtr
-----------------------------------------------------------------
The Greenbrier Companies, Inc., provided updated and additional
preliminary unaudited selected financial results for its second
fiscal quarter ended Feb. 28, 2011.  These updated results are
consistent with the preliminary results for the quarter previously
announced by Greenbrier on March 17, 2011.  Based on Greenbrier's
initial closing for the quarter, preliminary revenues are expected
to be approximately $286 million and Greenbrier expects a net loss
attributable to Greenbrier of approximately $0.6 million, or a
loss of $.02 per share for the second quarter.  Greenbrier's
Adjusted EBITDA for the second fiscal quarter is anticipated to be
approximately $19.4 million.

These quarterly results are subject to further review by
Greenbrier and should be considered preliminary and subject to
change, as Greenbrier is still in the process of preparing its
financial statements for the quarter ended Feb. 28, 2011.

Greenbrier currently expects to hold its regularly scheduled
earnings conference call on April 7, 2011.  Greenbrier anticipates
filing its Form 10-Q for the second quarter of fiscal 2011 on or
before April 11, 2011.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total liabilities
and $296.5 million in total equity.

                           *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


MULTIBANK INC: S&P Affirms 'BB/B' Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB/B' counterparty credit rating on Multibank Inc. y Subsidiarias
(Multibank).  The outlook is stable.

Ratings are limited by Multibank's aggressive growth strategy
compared to its peers and expected margin compression during 2011,
given aggressive competition in the system.  Inherent risks of
operating in Panama such as the absence of a central bank as a
liquidity source and high leverage in the economy also limit the
rating.  "The ratings on Multibank reflect the bank's adequate
business and financial performance, despite its aggressive
growth," said Standard & Poor's credit analyst Jose Perez-Gorozpe.

S&P considers Multibank's growth during 2010 and its plans for
2011 aggressive.  During 2010, the bank's portfolio grew a
significant 31% and S&P expects 27% growth for 2011.  This is
significantly more than the banking system's average growth of
15.4% in 2010 and the estimated Gross Domestic Product real growth
of 7% for Panama.  The bank plans to continue growing more than
the system and the economy.  So far, the bank has been able to
maintain adequate profitability ratios and good asset quality.
S&P's concern is that both may deteriorate as a result of the
bank's aggressive plans for 2011.

Multibank faces a challenging competitive environment, as big
local banks may plan to regain market share aggressively.  In
addition, S&P expects new banks in the system to attract new
clients with lower interest rates and riskier originating
policies.  This might result in competitive pressure that could
lower Multibank's net interest margins.  In this case, the bank's
core earnings-to-adjusted assets ratio could decrease to around 1%
from the 1.5% average of the past five years.

Multibank has been gradually increasing the share of consumer
loans in its portfolio.  This strategy helps diversify the bank's
portfolio and improve its business profile by providing it with a
more diluted income stream and higher margins.  S&P expects
consumer loans to continue to increase and represent up to 28% of
Multibank's total loan portfolio by year-end 2011.

Since the beginning of the global economic crisis, Multibank has
demonstrated an adequate ability to raise liquidity.  S&P believes
the bank has satisfactory access to alternate funding sources and
that its deposit base has experienced decent growth and shown
increasing diversification.  S&P expects Multibank to maintain an
adequate loan-to-deposit ratio of at least 88% in 2011.  However,
there is no lender of last resort in Panama, which could become
important in a liquidity stress scenario.

The stable outlook reflects S&P's expectation that the bank will
maintain adequate asset quality with satisfactory reserve coverage
and capitalization ratios.  The rating also considers a possible
decrease in profitability ratios, given the challenging
competitive environment and the bank's growth plans.  S&P could
take a negative rating action if NPAs increase 25% or more in
absolute terms (not relative to total loans due to the expected
growth of the portfolio), the core earnings-to-adjusted assets
ratio falls to less than 1%, or S&P's risk-adjusted capitalization
ratio decreases to less than 6%.  Because the bank has recently
originated an important portion of its loans, and its portfolio
continues to grow significantly, a rating upgrade will depend on
the medium-term performance of these loans, measured by NPA and
profitability ratios.


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


BORDERS GROUP: Agree Realty in Default on Borders-Backed Loans
--------------------------------------------------------------
Agree Realty Corp. stated that it is in default of three mortgage
loans, amounting to $8.9 million, secured by three properties
representing $1.3 million of annualized base rents as of Dec. 31,
2010 based on the Chapter 11 filing of Borders Group, Inc.,
according to Agree Realty's March 15, 2011, Form 10-K filing with
the U.S. Securities and Exchange Commission for the year ended
Dec. 31, 2010.

"While the Chapter 11 bankruptcy filing of Borders is not a
direct event of default under the cross-collateralized mortgage
loans, we anticipate that the remaining loans will go into
default as a result of the scheduled store closures," Agree
Realty said.  Four mortgage loans, amounting to approximately
$9.6 million, are secured by four properties with 103,000 square
feet of gross leasable area or GLA, representing $2.1 million of
annualized base rents as of Dec. 31, 2010.

Agree Realty noted that about 62% of its annualized base rent was
derived from its top three tenants: Walgreen Co., Borders Group,
Inc., and Kmart Corporation.  Borders occupies 20% of Agree
Realty's GLA.  "At Dec. 31, 2010, Borders occupied
approximately 19% of our GLA and accounted for approximately 20%
of our annualized base rent," Agree Realty noted.  As of February
16, 2011, Borders announced it is shutting down of 200
superstores, which included five locations that it leases from
Agree Realty, representing $2.6 million of Agree Realty's
annualized base rent as of Dec. 31, 2010.

A related report by A.D. Pruitt of Dow Jones Newswires noted that
Agree Realty has authorized a 22% reduction to its annual
dividend to $1.60, which reduction the Company attributed to
uncertainty surrounding Border's bankruptcy case.

For the fourth quarter of 2010, Agree Realty posted a loss of
$8.1 million noncash write-down charge related to Borders assets,
which masked a 8.5% increase in revenue, to $9.6 million, Dow
Jones Newswires noted.

Agree Realty is a fully integrated, self-administered and self-
managed real estate investment trust.  Incorporated in December
1993, the Company specializes in developing retail properties for
national tenants who have executed long-term net leases prior to
the commencement of construction.

                        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, serves 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: Wiley & Sons Posts $9-Mil. Bad Debt Expense
----------------------------------------------------------
John Wiley & Sons, Inc., in the third quarter of fiscal year
2011, recorded a pre-tax bad debt provision of $9.3 million or
$0.10 per diluted share based on the status of its business
relationship with Borders Group, Inc. and the potential future
adverse financial events that may affect Borders.  The net charge
represents the difference between Wiley's outstanding receivable
with Borders and its expectation of potential offsets and
recoveries in the future, as well as existing reserves for
Borders.

Wiley made the disclosure in its March 14, 2011, Form 10-Q filing
with the U.S. Securities and Exchange Commission for the quarter
period ended January 31, 2011.

Wiley does not anticipate any additional charge or bad debt
expense with respect to Borders.

Wiley & Sons President and Chief Executive Officer William J.
Pesce said in a public statement that the Company stopped
shipping to Borders in December 2010.  Borders was projected to
account for less than 5% of Professional/Trade revenue of Wiley
in fiscal year 2011, down from more than 10% of revenue a few
years ago.

                        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, serves 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: Lease Rejection Protocol Approved by Court
---------------------------------------------------------
The Bankruptcy Court approved proposed procedures to govern
Borders Group's rejection of unexpired leases, except to the
extent the Debtors and a lease counterparty have agreed otherwise
in writing.  In that case, the Debtors will provide notice of
their agreement with the particular lease counterparty to the
Official Committee of Unsecured Creditors.

                   Lease Rejection Protocol

The Debtors are parties to hundreds of unexpired leases,
including real property leases for their retail locations.  The
Debtors previously filed a motion seeking, among other things, to
sell certain assets through store closing sales and expect
closing 202 of their underperforming retail stores.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that although the Debtors are still
reviewing the Leases and may assume certain Leases in connection
with the administration of their Chapter 11 cases, there will
inevitably be a large number of Leases that no longer provide any
benefit to their estates and should be rejected.  To facilitate
an expeditious and efficient process for rejecting those
burdensome Leases, the Debtors proposed to implement these
procedures:

  (A) The Debtors will file on their Chapter 11 case dockets a
      notice setting forth the proposed rejection of one or more
      Leases, and will serve the Rejection Notice on: (i) the
      non-Debtor counterparty under the applicable Lease at the
      last known address available to the Debtors; (ii) counsel
      to the statutory committee of unsecured creditors
      appointed in these Chapter 11 cases; (iii) counsel for the
      DIP Agents: (x) Morgan, Lewis & Bockius LLP, counsel for
      the Working Capital Agent, (y) Riemer & Braunstein LLP,
      counsel for GA Capital LLC; (iv) Kelley Drye & Warren LLP,
      attorneys for certain landlords; (v) Lowenstein Sandler
      PC, attorneys for certain trade vendors; and (vi) the U.S.
      Trustee for Region 2.

  (B) With respect to non-residential real property Leases to be
      rejected, the Rejection Notice will set forth (i) the
      street address of real property that is the subject of the
      Lease, (ii) the remaining term of the Lease, and (iii) the
      name and address of the affected landlord.  With respect
      to personal property Leases to be rejected, the Rejection
      Notice will provide (i) the name and address of the Lease
      counterparty, and (ii) a brief description of the personal
      property Lease to be rejected.  All Rejection Notices will
      be accompanied by a copy of an order granting the
      Rejection Procedures Motion.

  (C) Should a party-in-interest object to the Debtors' proposed
      rejection of a Lease, that party must file an objection
      with the Court so as to be actually received by these
      parties within 10 days after the date the Rejection Notice
      is filed: (i) counsel for the Debtors, Kasowitz, Benson,
      Torres & Friedman LLP; (ii) the U.S. Trustee; (iii)
      counsel for the Creditors' Committee; (iv) counsel for the
      DIP Agents: (x) Morgan, Lewis & Bockius LLP, counsel for
      the Working Capital Agent, (y) Riemer & Braunstein LLP;
      (v) Kelley Drye & Warren LLP, attorneys for certain
      landlords; and (vi) Lowenstein Sandler PC, attorneys for
      certain trade vendors.

  (D) If no objection to a Rejection Notice is timely filed, the
      applicable Lease will be deemed rejected on the effective
      date set forth in the Rejection Notice, or, if no date is
      set forth, the date the Rejection Notice is filed with the
      Court.

  (E) If a timely objection to a Rejection Notice is filed and
      received in accordance with the Rejection Procedures, the
      Debtors will schedule a hearing on that objection and will
      provide at least five days' notice of that hearing to the
      objecting party and the Objection Notice Parties.  If the
      Court ultimately upholds the Debtors' determination to
      reject the applicable Lease, then the applicable Lease
      will be deemed rejected (i) as of the Rejection Date, or
      (ii) as otherwise determined by the Court.

  (F) Claims arising out of the rejection of Leases must be
      filed, on or before the later of (i) the deadline for
      filing proofs of claim established by the Court in the
      Debtors' Chapter 11 cases, or (ii) 45 days after the
      Rejection Date.  If no proof of claim is timely filed,
      such claimant will be forever barred from asserting a
      claim for rejection damages and from participating in any
      distributions that may be made in connection with these
      Chapter 11 cases.

  (G) If the Debtors have deposited funds with a Lease
      counterparty as a security deposit or other arrangement,
      the Lease counterparty may not setoff or otherwise use
      that deposit without the prior authority of the Court or
      agreement of the parties.

The proposed Rejection Procedures will essentially streamline the
Debtors' ability to reject burdensome Leases and thus, minimize
unnecessary postpetition obligations, while providing Lease
counterparties with adequate notice of the rejection of any Lease
and an opportunity to object to the rejection within a reasonable
time period, Mr. Friedman asserts.

Various parties raised objections to the proposed protocol.

                          Judge's Order

Judge Glenn clarified that his order is not to be construed (i)
to authorize the Debtors to violate or breach the terms of any
agreements with Seattle's Best Coffee, (ii) to grant any third
party, including without limitation any affected landlord, any
rights with respect to real or personal property that is the
subject of the Debtors' agreement with SBC, or (iii) to otherwise
impair SBC's rights under applicable law.  SBC expressly has the
right to object to any proposed abandonment of furniture,
fixtures, equipment, inventory, or other items or property that
are marked with or contain SBC trademarks, constitute or contain
SBC's trade dress or trade secrets or other proprietary
information, the Court ruled.

Similarly, nothing contained in the Court's order will in any way
impact the rights of Dallas/Fort Worth International Airport
Board to proceed against or collect on a Concessionaire's Bond
issued by SAFECO Insurance Company of America in favor of DFWIAB
to secure the performance of Borders Inc. under a Concession
Lease Agreement, Lease No. 238963, including a Board's Consent to
Assignment and Assumption of Lease No. 238963, Judge Glenn held.
DFWIAB is not required to seek the approval of this or any other
court's consent prior to proceeding against or collecting on the
Bond if and when permissible under the Lease, the Assignment, or
the Bond, Judge Glenn added.

Judge Glenn further held that no personal property subject to a
true lease will be abandoned without first rejecting the
underlying lease for that property.  If the Debtors propose to
abandon personal property that is (i) subject to a true lease,
and (ii) located at premises that is the subject of a Rejection
Notice, the Rejection Notice will indicate the same, and the
automatic stay will be deemed modified to permit the personal
property lessor to retrieve the abandoned property within seven
days of the date the Rejection Notice is filed.  Any Rejection
Notice will be served on the personal property lessor at the
same time it is served on all Rejection Notice Parties.

The right of any Landlord to assert an administrative expense
claim for the costs of removal of abandoned property, damages to
the premises arising from any going out of business sale, or
damages to the premises arising from the removal of personal
property by the Debtors, in accordance with the Court's order, is
fully preserved, as is the Debtors' right to challenge the
validity, amount or priority of any claim.

                        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 OK for AP Services as Crisis Managers
---------------------------------------------------------
Borders Group Inc. and its units received the U.S. Bankruptcy
Court's authority to:

  (a) employ AP Services LLC nunc pro tunc to the Petition Date
      to provide them interim management and restructuring
      services pursuant to Section 363 of the Bankruptcy Code;
      and

  (b) designate Ken Hiltz of AlixPartners LLP and as associated
      with APS as their senior vice president for restructuring.

The parties have entered into an engagement letter where APS has
agreed that Ken Hiltz will serve as the Debtors' SVPR.  Lisa
Donahue will act as Supervising Partner.  Working collaboratively
with the Debtors' senior management team and board of directors,
as well as the Debtors' other professionals, Mr. Hiltz and Ms.
Donahue will assist the Debtors in evaluating and implementing
strategic and tactical options through the restructuring process.
APS has also agreed to provide certain temporary staff to assist
Mr. Hiltz and the Debtors in their restructuring efforts.

As restructuring advisors, the Debtors expect Mr. Hiltz and the
Temporary Staff to, among other things:

  (a) assist management in the development and implementation
      of a restructuring strategy designed to maximize
      enterprise value, taking into account the unique
      interests of all constituencies;

  (b) work with them and their team to further identify and
      implement both short-term and long-term liquidity
      generating initiatives, including forecasting and
      reporting cash flow performance during a potential chapter
      11;

  (c) assist in overseeing the implementation of an operational
      restructuring plan that is designed to streamline the
      Debtors' cost base and efficiency of operations while
      preserving the Debtors' customer base, and that
      incorporates the constraints and opportunities resulting
      from a potential chapter 11 filing;

  (d) assist them in evaluating and implementing a store closing
      program under a chapter 11 bankruptcy filing scenario,
      together with other Debtor professionals;

  (e) assist them in implementing an improved inventory
      management program, given the constraints and
      opportunities resulting from a potential chapter 11
      filing;

  (f) assist the Debtors' management and its professionals
      specifically assigned to sourcing, negotiating and
      implementing any financing, including debtor-in-possession
      and exit financing facilities, in conjunction with the
      Plan of Reorganization and the overall restructuring;

  (g) assist with the preparation of the statement of affairs,
      schedules and other regular reports required by the
      Bankruptcy Court;

  (h) provide assistance in such areas as testimony before the
      Bankruptcy Court on matters that are within APS' areas
      of expertise;

  (i) manage the claims and claims reconciliation processes; and

  (j) assist with other matters as may be requested that fall
      within APS's expertise and that are mutually agreeable.

The Engagement Letter contains standard indemnification language
with respect to APS's services.

The standard hourly rates charged by APS professionals
anticipated to be assigned to the Debtors' cases are:

  Name              Description               Hourly Rate
  ----              -----------               -----------
  Ken Hiltz         Sr. VP-Restructuring           $855

  Lisa Donahue      Supervising Partner            $895

  Holly Etlin       GOB Sales                      $855

  Pilar Tarry       Ch.11 Admin. Lead              $645

  Eva Anderson      SG&A Cost Reduction            $695

  Ojas Shah         Weekly Cash/Business           $560
                    Planning Model Lead

  Clayton Gring     Ch.11 Admin. Lead              $560

  Keith Jelinek     Revenue and Merchandise        $695
                    Performance Improvement

  Adam Hollerbach   Revenue and Merchandise        $440
                    Performance Improvement

  Robby Spigner     Financial Analysis Support     $395

  Todd Brents       Bankruptcy Process and         $790
                    Operational Support Roles

  Tom Studebaker    Bankruptcy Process and         $560
                    Operational Support Roles

  Jarod Clarrey     Bankruptcy Process and         $415
                    Operational Support Roles

  Jeff Webb         Bankruptcy Process and         $600
                    Operational Support Roles

  Jonathan O'Reilly Bankruptcy Process and         $490
                    Operational Support Roles

The Debtors also proposed to reimburse APS, upon receipt of
periodic billings, for all reasonable and necessary expenses
incurred in connection with their Chapter 11 cases, including
transportation costs, lodging, food, telephone, copying, and
messenger services.

Moreover, the Debtors and APS have agreed on success fee
compensation based on certain metrics.  The Debtors will pay a
Success Fee:

  (i) If the Debtors file a plan of reorganization which is
      confirmed and the Debtors emerge from bankruptcy within
      six months of filing for bankruptcy, APS will be paid a
      Success Fee for $2 million.

(ii) If the Debtors file a plan of reorganization which is
      confirmed and the Debtors emerge from bankruptcy within 12
      months of filing for bankruptcy, APS will be paid a
      Success Fee for $1 million.

Because APS is not being employed as a professional under Section
327 of the Bankruptcy Code, it will not submit quarterly fee
applications pursuant to Sections 330 and 331 of the Bankruptcy
Code.  APS will, however, file with the Court, and provide notice
to the United States Trustee and all official committees, reports
of compensation earned and expenses incurred on at least a
quarterly basis.

APS received an initial retainer of $350,000 on Feb. 11, 2011,
from the Debtors.  Pursuant to the Engagement Letter, invoiced
amounts have been recouped against the Retainer, and payments on
the invoices have been used to replenish the Retainer.  During the
90-day period before the Petition Date, the Debtors paid APS a
total of $490,000 for fees incurred in providing services to the
Debtors in contemplation of, and in connection with, prepetition
restructuring activities.

Mr. Hiltz assures the Court that APS (i) is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, (ii) does not hold or represent an interest adverse to the
Debtors' estates, and (iii) has no connection to the Debtors,
their creditors, or their related parties.

Mr. Hiltz disclosed his firm's connections to certain potential
parties-in-interest -- which include ACE American Insurance
Company, Akin Gump Straus Hauer & Feld, AT&T, Bank of New York
Mellon, CB Richard Ellis, CIT Bank, Comerica Bank, Deloitte Tax
LLP, Ernst & Young, FTI Consulting, General Growth Properties
Inc., Google Inc., Grant Thornton, JPMorgan Chase Bank NA,
Smurfit Stone Container, Sony Music Entertainment, Suntrust Bank,
UBS AG, U.S. Bank N.A., Verizon Communications, Zurich, among
others -- but maintained that those connections are in matters
not related to the Debtors' Chapter 11 cases.

                        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: Inks Agency Agreement for 26 Closed Stores
---------------------------------------------------------
Borders Group, Inc. entered into an agency agreement with a joint
venture governing the liquidation of the 26 additional Borders
stores, which store closing sales commenced on March 24, 2011.  A
list of the Closing Stores is available for free at:

    http://bankrupt.com/misc/Borders_26ClosingStores.pdf

Under the agency agreement, the joint venture composed of Hilco
Merchant Resources, LLC; SB Capital Group, LLC; Tiger Capital
Group, LLC; and Gordon Brothers Retail Partners, LLC will act as
the Debtors' exclusive agent for the limited purpose of:

  (a) selling all of the merchandise located in the Closing
      Stores through a promotional store closing or similar
      themed sale; and

  (b) disposing of the Agent furniture, fixtures & equipment or
      FFE in those Closing Stores.

As a guaranty of the Agent's performance under the Agency
Agreement, Borders will (i) receive 85.75% -- the Guaranty
Percentage -- of the aggregate cost value of the merchandise
included in the sale -- the Guaranty Amount -- plus (ii) all cash
in the Closing Stores on and as of the start of business on the
Sale Commencement Date, which cash the Agent will purchase and
reimburse Borders on a dollar for dollar basis.

The Guaranty Percentage has been fixed upon the aggregate Cost
Value of the Merchandise not being less than $23,500,000 and no
more than $26,000,000 as of March 24, 2011, excluding New Stand
Inventory, periodical items, and cafe items.

A table setting forth the Cost Value and corresponding Adjusted
Guaranty -- the "Merchandise Threshold" -- is available for free
at http://bankrupt.com/misc/Borders_MerchandiseThresholdSched.pdf

As compensation to the Agent, Borders will pay to the Agent
proceeds above the Guaranteed Amount and expense.  The Agent will
also be entitled to receive a commission based on the net
proceeds of the sale of the Agent Sale FF&E, subject to certain
conditions set forth in the Agency Agreement.

A full-text copy of the Agency Agreement is available for free
at: http://bankrupt.com/misc/Borders_Mar24AgencyAgr.pdf

                        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 Deloitte as Tax Advisor
-----------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
permission to employ Deloitte Tax LLP as their tax advisor, nunc
pro tunc to the Petition Date.

As the Debtors' tax advisor, Deloitte Tax will:

  (a) advise the Debtors in their work with their counsel and
      financial advisors on the potential cash tax effects of
      restructuring and bankruptcy and the post-restructuring
      tax profile, including plan of reorganization tax costs;

  (b) assist the Debtors on the analysis of the cumulative
      Section 3.82 of the Internal Revenue Code ownership change
      to date and the potential impact of proposed transactions
      thereon;

  (c) advise the Debtors regarding the restructuring and
      bankruptcy emergence process from a tax perspective,
      including the tax work plan;

  (d) advise the Debtors on the cancellation of debt income for
      income tax purpose under Section 108 of the Internal
      Revenue Code;

  (e) advise the Debtors on post-bankruptcy tax attributes
      available under the applicable tax regulations and the
      reduction of those attributes based on the Debtors'
      operating projections, including a technical analysis of
      the effects of Section 1.1502-28 of Title 26 of the Code
      of Federal Regulations and the interplay with Sections 108
      and 1017 of the Internal Revenue Code;

  (f) advise the Debtors on the potential effect of the
      "alternative minimum tax" in various post-emergence
      scenarios;

  (g) advise the Debtors on the effects of tax rules under
      Section 382(1)(5) and (1)(6) of the Internal Revenue Code
      pertaining to the post-bankruptcy net operating loss
      carryovers and limitations on their utilization and the
      Debtors' ability to qualify for Section 382(1)(5);

  (h) advise the Debtors on net built-in gain or net built-in
      loss position at the time of "ownership change," including
      limitations on use of tax losses generated from post-
      restructuring or post-bankruptcy asset or stock sales;

  (i) advise the Debtors as to the proper treatment of
      postpetition interest for state and federal income tax
      purposes;

  (j) advise the Debtors as to the proper state and federal
      income tax treatment of reorganization costs, including
      restructuring related professional fees and other costs,
      the categorization and analysis of those costs and the
      technical positions related to it;

  (k) advise the Debtors on the Debtors' evaluation and modeling
      of the tax effects of liquidating, disposing of assets,
      merging or converting entities as part of the
      restructuring, including the effects on federal and state
      tax attributes, state incentives, apportionment and other
      tax planning;

  (l) advise the Debtors on state income tax treatment and
      planning for restructuring or bankruptcy provisions in
      various jurisdictions including cancellation of
      indebtedness calculation, adjustments to tax attributes
      and limitations on tax attribute utilization;

  (m) advise the Debtors on responding to tax notices and audits
      from various taxing authorities;

  (n) assist the Debtors with identifying potential tax refunds
      and advise the Debtors on procedures for tax refunds from
      tax authorities;

  (o) advise the Debtors on income tax return reporting of
      bankruptcy issues and related matters;

  (p) advise the Debtors in their review and analysis of the tax
      treatment of items adjusted for financial reporting
      purposes as a result of "fresh start" accounting as
      required for the emergence date of the U.S. financial
      statements in an effort to identify the appropriate tax
      treatment of adjustments to equity and other tax basis
      adjustments to assets and liabilities recorded;

  (q) assist in documenting as appropriate, the tax analysis,
      development of the Debtors' opinions, recommendation,
      observations and correspondence for any proposed
      restructuring alternative tax issue or other tax matter;

  (r) advise the Debtors in their efforts to calculate tax basis
      on the stock in each of the Debtors' subsidiaries or other
      entity interests; and

  (s) advise the Debtors regarding other state or federal income
      tax questions that may arise in the course of this
      engagement, as requested by the Debtors, and
      as may be agreed to by Deloitte Tax.

The Debtors will pay Deloitte Tax's professionals according to
the firm's customary hourly rates:

       Title                             Rate per Hour
       -----                             -------------
       Partner, Principal, or Director   $650 to $700
       Senior Manager                    $560
       Manager                           $485
       Senior                            $325
       Staff                             $230

The Debtors will also reimburse Deloitte Tax for expenses the
firm incurred or will incurred.

Daniel Maher, a partner at Deloitte Tax, relates that his firm
has been providing necessary services to the Debtors since the
Petition Date, totaling $280,000, for which the firm will seek to
be paid in its First Interim Fee Application.

Mr. Maher also discloses that Deloitte Tax provided prepetition
services to the Debtors for which the Debtors paid $50,000,
including certain retainers in the 90-day period prior to the
Petition Date.  As of the Petition Date, about $6,000 was
remaining with respect to the retainer, he says.  As of the
Petition Date, no amounts were outstanding with respect to
invoices issued by Deloitte Tax before the Petition Date, he
adds.

Mr. Maher further discloses that:

  (a) Deloitte Tax provides services in matters unrelated
      to the Debtors' Chapter 11 cases to certain of the
      Debtors' largest unsecured creditors and other Potential
      Parties or their affiliates, a list of which is available
      for free at:

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

  (b) Akin Gump Strauss Hauer & Feld LLP; Baker & McKenzie;
      Bullivant Houser Bailey PC; Dickinson Wright PLLC; Dykema;
      Finnegan Henderson Farabow Garrett & Dunner LLP; Fish &
      Richardson P.C.; Fredrikson & Byron P.A.; Jackson Lewis
      LLP; Jones Day; Loeb & Loeb; Lowenstein Sandler PC;
      McConnell Valdes; Pillsbury Winthrop Shaw Pittman LLP;
      Sheppard Mullin Richter and Wilkie Farr & Gallagher LLP
      have provided, provide, and may provide legal services to
      Deloitte Tax or its affiliates in matters unrelated
      to the Debtors' Chapter 11 cases, or Deloitte Tax or its
      affiliates have provided, provide, and may provide
      services to those firms or their clients.

  (c) In the ordinary course of its business, Deloitte Tax and
      its affiliates have business relationships in unrelated
      matters with its principal competitors, which together
      with their affiliates may be Potential Parties in these
      Chapter 11 cases.

  (d) Certain financial institutions or their affiliates are (i)
      lenders to an affiliate of Deloitte Consulting, or (ii)
      have financed a portion of the capital or capital loan
      requirements of various partners and principals, of
      Deloitte Tax and its affiliates.

  (e) Certain firms around the world, including Deloitte LLP, an
      affiliate of Deloitte Tax, are members of Deloitte
      Touche Tohmatsu Limited.  Certain of the non-US member
      firms of DTT or their affiliates have provided, provide or
      may provide professional services to certain of the
      Debtors' affiliates.

  (f) In connection with a matter that is unrelated to the
      Debtors and their Chapter 11 cases, Deloitte & Touche LLP,
      an affiliate of Deloitte Tax, entered into a
      confidential settlement agreement with a number of
      plaintiffs, one of whom is an individual who is a
      principal with an entity that is a bondholder of the
      Debtors or an affiliate thereof.

  (g) Deloitte & Touche and certain of its affiliates provide
      professional services to certain members of the Debtors'
      Official Committee of Unsecured Creditors in matters
      unrelated to the Debtors' Chapter 11 cases, including as a
      retained professional in the bankruptcy cases of General
      Growth Properties, Inc.

  (h) Personnel of Deloitte Tax and its affiliates are
      likely to be ordinary course customers of the Debtors;
      however, Deloitte Tax has not conducted any
      research to determine whether, in fact, those
      relationships exist.

Despite those disclosures, Mr. Maher maintains that Deloitte Tax
is a "disinterested person" as the term is defined in 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)


CARIBBEAN PETROLEUM: To Present Plan for Confirmation on April 28
-----------------------------------------------------------------
Caribbean Petroleum Corp. and its debtor-affiliates will present
its Chapter 11 plan of liquidation for confirmation at a hearing
on April 28, 2011, at 10:00 a.m., in Wilmington, Delaware.
Objections, if any, are due Objections due April 22, 2011.

Caribbean Petroleum scheduled the confirmation hearing after
receiving approval of the explanatory disclosure statement, which
was amended three times.

The Official Committee of Unsecured Creditors, and Banco Popular
de Puerto Rico were co-proponents of the Plan.

Under the liquidation plan, FirstBank, owing $12.2 million, will
recover 94% of its allowed claim, and BPPR, owing $146.8 million,
will get 19%.1 of its allowed claim.  Holders of unsecured claim,
owing between $150 million and $3.7 billion, will recover between
0.78% and 19.3%.

On the Plan's effective date, the Debtors will cause the
liquidation trust assets to be transferred to the liquidation
trust and, the liquidation trust will assume all obligations of
the Debtors under the Plan.

The deadline to vote to accept or reject the Plan is on April 22,
2011.  All votes must be submitted to:

   Caribbean Petroleum Ballot Processing Center
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, California 90245

A full-text copy of the Third Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?7588

A full-text copy of the Third Amended Plan is available for free
at http://ResearchArchives.com/t/s?7589

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., and Zachary A.
Smith, Esq. at Cadwalader, Wickersham & Taft LLP serve as lead
counsel to the Debtors, and Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., serve as local
counsel.  The Debtors' financial advisor is FTI Consulting Inc.
The Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.


CARIBBEAN PETROLEUM: Asks for Plan Exclusivity Until May 9
----------------------------------------------------------
Caribbean Petroleum Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a Chapter 11 plan until June 8, 2011,
and solicit acceptances of that plan until May 9, 2011.

A hearing is set for April 13, 2011 at 3:00 p.m., to consider the
Debtors' request for an extension.  Objections, if any, are due
April 6, 2011, at 4:00 p.m.

In justifying the proposed extension, the Debtors say they have
worked vigorously to effect an orderly and efficient sale of
substantially all of their assets, and to develop a consensus
among all of their major economic stakeholders with respect to a
plan of liquidation.  Through these efforts, and the dedicated
efforts of Banco Popular de Puerto Rico and the Official Committee
of Unsecured Creditors, in December 2010, the Court approved the
sale of substantially all of the Debtors' assets to Puma.
Thereafter, the Debtors successfully concluded negotiations of a
consensual chapter 11 plan of liquidation with BPPR and the
Committee, and filed the Plan and Disclosure Statement in February
2011.

The Debtors are proceeding towards obtaining approval of the
Disclosure Statement and confirmation of the Plan, and closing the
sale to Puma.  The Debtors believe and expect that these cases
will reach a successful, prompt, and comprehensive resolution
early in the second quarter of 2011, that serves the best
interests of all economic stakeholders of these estates.

According to the Debtors, the requested extension will merely
serve to maintain calm in the cases and avoid the risk of multiple
hastily filed competing plans in such exceedingly remote
circumstances, pending further disposition by the Court.

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., and Zachary A.
Smith, Esq. at Cadwalader, Wickersham & Taft LLP serve as lead
counsel to the Debtors, and Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., serve as local
counsel.  The Debtors' financial advisor is FTI Consulting Inc.
The Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.


HORIZON LINES: Incurs $57.97 Million Net Loss in 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, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Ernst & Young noted that there is uncertainty that
Horizon Lines 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.


HORIZON LINES: Moody's Downgrades Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Horizon
Lines, Inc., including the Corporate Family Rating and Probability
of Default Rating, each to Caa3 from Caa1, the senior secured debt
rating to B3 from B1 and the senior unsecured debt rating to Ca
from Caa3.  The rating outlook is negative.

Issuer: Horizon Lines, Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Corporate Family Rating, Downgraded to Caa3 from Caa1

  -- Senior Secured Bank Credit Facility, Downgraded to B3 LGD2
     20% from B1 LGD2 19%

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to Ca
     LGD5 82% from Caa3 LGD5 84%

                        Ratings Rationale

The downgrades reflect the increased probability of default that
accompanies the going concern audit opinion disclosed in the
company's 2010 Form 10-K as filed on March 28, 2011.  Horizon had
sought a consent from the holders of its $330 million of 4.25%
Senior Convertible Notes due August 2012 ("Notes") to waive an
event of default that arose from the company's recent settlement
with the U.S. Department of Justice to resolve the government's
investigation into price fixing in the Puerto Rico trade lane.
However, the holder(s) of the requisite 50% of the outstanding
notes did not consent, which has led to the entirety of the debt
structure being reported as current as of December 26, 2010.
"The lowering of the Notes rating to Ca reflects Moody's belief
that inaction by the noteholders brings Horizon closer to a
restructuring of its debt, and makes a distressed exchange for
the notes with a significant discount from face more likely,"
said Moody's Shipping Analyst, Jonathan Root.  "Ongoing weak
fundamentals across the company's trade lanes, particularly in
Puerto Rico and the niche, fast trans-Pacific service, and the
need to begin by mid- to late decade to replace an aged fleet
should weigh on the company's enterprise value, which will be an
important factor in any debt restructuring or debt refinancing
scenario," continued Root.

The negative outlook reflects the uncertainty of the company's
ability to avoid a debt restructuring (which Moody's would likely
deem to be a default), the probability of which has increased with
the noteholders' inaction regarding the consent, the receipt of
the auditor's going concern opinion and the step-up in quarterly
amortization of the term loan, starting with the Dec. 31, 2011
payment.  The Notes' indenture provides a 60 day grace period for
the company to cure the default condition; however, Horizon does
not expect to be able to cure the default by May 21, 2011, the end
of the cure period.  Further complicating a refinancing is the
company's modest free cash flow profile and weak coverage of the
interest burden of the existing debt structure that benefits from
the relatively low coupon on the Notes.  Moody's also believes
that Horizon might need to seek further loosening of financial
covenants under the amended credit agreement prior to executing
any changes to its capital structure because weak operating
fundamentals could affect its ability to maintain compliance with
the recently loosened financial covenants.

Horizon maintains leading positions in its core Jones Act markets
and provides a key link in its customers' distribution chains and
the geographic regions it serves.  The restrictions of the Jones
Act could help the company navigate to a successful refinancing or
restructuring.  Moody's believes there are few companies that are
U.S. Jones Act-qualified that could take over the operations under
a reorganization scenario that contemplated the recapitalization
of the company.  Existing players would likely be excluded because
of anti-trust concerns in the already concentrated market.

Ratings could be further downgraded if the noteholders choose to
accelerate upon or after the expiration of the cure period, or if
the parties agree to a distressed exchange on the Notes, or if
Horizon pursues a Chapter 11 filing.  The ratings could be
upgraded if the company is able to achieve a refinancing.  Under a
distressed exchange scenario, the ratings could be upgraded after
recognizing the default that would occur if the current Notes
obligation is settled for less than $330 million or if the
maturity of the Notes is extended beyond their current maturity
date in August 2012.

The last rating action for Horizon was on May 18, 2010, when
Moody's lowered the corporate family and probability of default
ratings one notch each to Caa1, and the senior secured rating to
B1 from Ba3 and senior unsecured rating to Caa3 from Caa2.

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.


HOSPITAL DAMAS: Nears Plan Filing; Seeks Exclusivity Extension
--------------------------------------------------------------
Hospital Damas, Inc., is asking Bankruptcy Judge Mildred Caban
Flores in Puerto Rico to extend the exclusive periods during which
time the Debtor may file and solicit acceptances of a plan of
reorganization.

The Debtor said it is in the process of finally drafting its plan
of reorganization and disclosure statement and to do so, needs to
complete the assembly of the pertinent financial data, including
its audited financial statement as of Dec. 31, 2010, which is
being prepared by the Debtor's recently appointed auditors, FVP &
Galindez, PSC.  The Debtor also needs to complete the evaluation
of its executory contracts to finally determine those to be
assumed and rejected and the financial impact of such a decision,
as to which Julio Galindez, CPA, is to be involved due to his
expertise in healthcare matters.

The Debtor seeks an additional 68-day extension from March 24,
2011, through and including May 31, 2011, of the exclusive period
for it to file its plan and from May 24, 2011, through July 31,
2011, to seek acceptances of the plan without prejudice to seek
further extensions.

                       About Hospital Damas

Hospital Damas, Inc., based in Ponce, Puerto Rico, filed a
voluntary Chapter 11 petition (Bankr. D. P.R. Case No. 10-08844)
on Sept. 24, 2010.  Charles A. Curpill, PSC Law Office --
cacuprill@cuprill.com -- in San Juan, Puerto Rico; Luis R.
Carrasquillo & Co. -- luis@cpacarrasquillo.com -- in Caguas,
Puerto Rico, and Ruben Nieves Vazquez at Ofic. Procuradora Del
Paciente in San Juan serves as counsel to the Debtor.

The U.S. Trustee has appointed an official Committee of Creditors
in the case.  The Committee is represented by Colin M. Bernardino,
Esq. -- cbernardino@kilpatrickstockton.com -- and Todd C. Meyers,
Esq. -- tmeyers@kilpatrickstockton.com -- at Kilpatrick Stockton
LLP in Atlanta, Georgia, and Edgardo Munoz, PSC --
emunoz@emunoz.net -- in San Juan.

Rafael E. Garcia Rondon, on behalf of creditor Banco Popular
Puerto Rico, in San Juan, is represented by Maria Soledad Lozada
Figueroa Law Offices -- lcdamslozada@gmail.com -- in San Juan.

In its schedules, the Debtor disclosed US$24.0 million in total
assets and US$21.3 million in total liabilities as of the Petition
Date.


HOSPITAL DAMAS: Curpill Firm Seeks $84T for Dec.-March Work
-----------------------------------------------------------
Charles A. Curpill PSC Law Office has filed an application seeking
payment of $81,195 in fees and reimbursement of $3,027 in expenses
for the period from Dec. 7, 2010, to March 15, 2011, as counsel to
Hospital Damas, Inc.

                       About Hospital Damas

Hospital Damas, Inc., based in Ponce, Puerto Rico, filed a
voluntary Chapter 11 petition (Bankr. D. P.R. Case No. 10-08844)
on Sept. 24, 2010.  Charles A. Curpill, PSC Law Office --
cacuprill@cuprill.com -- in San Juan, Puerto Rico; Luis R.
Carrasquillo & Co. -- luis@cpacarrasquillo.com -- in Caguas,
Puerto Rico, and Ruben Nieves Vazquez at Ofic. Procuradora Del
Paciente in San Juan serves as counsel to the Debtor.

The U.S. Trustee has appointed an official Committee of Creditors
in the case.  The Committee is represented by Colin M. Bernardino,
Esq. -- cbernardino@kilpatrickstockton.com - and Todd C. Meyers,
Esq. -- tmeyers@kilpatrickstockton.com -- at Kilpatrick Stockton
LLP in Atlanta, Georgia, and Edgardo Munoz, PSC --
emunoz@emunoz.net -- in San Juan.

Rafael E. Garcia Rondon, on behalf of creditor Banco Popular
Puerto Rico, in San Juan, is represented by Maria Soledad Lozada
Figueroa Law Offices -- lcdamslozada@gmail.com -- in San Juan.

In its schedules, the Debtor disclosed US$24.0 million in total
assets and US$21.3 million in total liabilities as of the Petition
Date.


HOSPITAL DAMAS: Creditors Panel Has OK to Probe Fundacion
---------------------------------------------------------
U.S. Bankruptcy Judge Mildred Caban Flores granted the request of
the Official Committee of Unsecured Creditors compelling Fundacion
Damas, Inc., to produce documents and appear for an examination
under Rule 2004 of Federal Rules of Bankruptcy Procedure, over
Fundacion's objection.  Judge Flores granted the request subject
to certain limitation.  The Committee may not examine or request
production of documents as they pertain exclusively to Fundacion
on certain matters indicated by the Court.

                       About Hospital Damas

Hospital Damas, Inc., based in Ponce, Puerto Rico, filed a
voluntary Chapter 11 petition (Bankr. D. P.R. Case No. 10-08844)
on Sept. 24, 2010.  Charles A. Curpill, PSC Law Office --
cacuprill@cuprill.com -- in San Juan, Puerto Rico; Luis R.
Carrasquillo & Co. -- luis@cpacarrasquillo.com -- in Caguas,
Puerto Rico, and Ruben Nieves Vazquez at Ofic. Procuradora Del
Paciente in San Juan serves as counsel to the Debtor.

The U.S. Trustee has appointed an official Committee of Creditors
in the case.  The Committee is represented by Colin M. Bernardino,
Esq. -- cbernardino@kilpatrickstockton.com - and Todd C. Meyers,
Esq. -- tmeyers@kilpatrickstockton.com -- at Kilpatrick Stockton
LLP in Atlanta, Georgia, and Edgardo Munoz, PSC --
emunoz@emunoz.net -- in San Juan.

Rafael E. Garcia Rondon, on behalf of creditor Banco Popular
Puerto Rico, in San Juan, is represented by Maria Soledad Lozada
Figueroa Law Offices -- lcdamslozada@gmail.com -- in San Juan.

In its schedules, the Debtor disclosed US$24.0 million in total
assets and US$21.3 million in total liabilities as of the Petition
Date.


                            ***********


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
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
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