TCRLA_Public/110408.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 8, 2011, Vol. 12, No. 70

                            Headlines



A R G E N T I N A

AVICOLA DON: Creditors' Proofs of Debt Due May 6
DISTRIBEBIDAS SRL: Asks for Bankruptcy Proceedings
METROGAS SA: Posts ARS71.69MM Net Loss for Yr. Ended Dec. 31, 2010
MILTER SEGURIDAD: Creditors' Proofs of Debt Due May 13
RAMALLO SRL: Creditors' Proofs of Debt Due May 17

ROURA CEVASA: Creditors' Proofs of Debt Due May 26


B A H A M A S

BRITISH AMERICAN: BAICO Building Sale To Affect Policyholders' Pay
CABLE & WIRELESS: Completes Acquisition of 51% Stake in BTC


B E R M U D A

MAN-IP 220: Creditors' Proofs of Debt Due April 15
MAN-IP PRISMA: Creditors' Proofs of Debt Due April 15
MAN-IP PRISMA: Member to Receive Wind-Up Report on May 11
TRADING 220: Member to Receive Wind-Up Report on May 4


B R A Z I L

COMPANHIA INDUSTRIAL: Files for Bankruptcy
LIGHT ENERGIA: Moody's Puts 'Ba1' Global Scale Issuer Rating


B R I T I S H  V I R G I N  I S L A N D S

FAIRFIELD SENTRY: Sues Abu Dhabi Fund to Claw Back $300 Million


D O M I N I C A N  R E P U B L I C

SBARRO INC: Proposes $35 Million of DIP Financing
SBARRO INC: Taps Epiq Bankruptcy as Notice & Claims Agent
SBARRO INC: Asks Court to Extend Time for Filing of Schedules
SBARRO INC: Wants OK to Pay Critical Vendors' Prepetition Claims


J A M A I C A

DIGICEL GROUP: Utility Regulators Group Uneasy on Claro Merger


M E X I C O

HIPOTECARIA SU: S&P Downgrades Senior Unsecured Notes to 'D'
INT'L TEXTILE: Incurs $46.30 Million Net Loss in 2010
SATELITES MEXICANOS: Files Prepackaged Chapter 11 Petition
SEAHAWK DRILLING: Creditors Object to Duff and Phelps Hiring


P U E R T O  R I C O

BORDERS GROUP: Files Rule 2015.3 Report
BORDERS GROUP: Random House & Penguin Have $116-Mil. in Claims


V E N E Z U E L A

CRYSTALLEX INTERNATIONAL: Gets Delisting Notice from NYSE Amex




                            - - - - -


=================
A R G E N T I N A
=================


AVICOLA DON: Creditors' Proofs of Debt Due May 6
------------------------------------------------
Elsa Taborcias, the court-appointed trustee for Avicola Don
Guillermo SRL's bankruptcy proceedings, will be verifying
creditors' proofs of claim until May 6, 2011.

Ms. Taborcias will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 26 in Buenos Aires, with the assistance of Clerk
No. 51, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

         Elsa Taborcias
         Valentin Virasoro 1425
         Argentina


DISTRIBEBIDAS SRL: Asks for Bankruptcy Proceedings
--------------------------------------------------
Distribebidas SRL asked for bankruptcy proceedings.

The company has defaulted on its payments due February 15, 2010.


METROGAS SA: Posts ARS71.69MM Net Loss for Yr. Ended Dec. 31, 2010
------------------------------------------------------------------
MetroGAS S.A. has filed with the U.S. Securities and Exchange
Commission consolidated financial statements as of Dec. 31, 2010
and 2009.

The Company had total assets of ARS2,510,900,000 for the fiscal
year ended Dec. 31, 2010, against total liabilities of
ARS1,683,392,000, and shareholders' equity of ARS825,904,000.
For the fiscal year ended Dec. 31, 2009, the Company reported
total assets of ARS2,225,735,000, against total liabilities of
ARS1,326,788,000, and shareholders' equity of ARS897,601,000.

The Company reported a net loss of ARS71,697,000 for the fiscal
year ended Dec. 31, 2010, compared to ARS78,342,000 for the fiscal
year ended Dec. 31, 2009.

Total sales were ARS1,122,328,000 as of Dec. 31, 2010, compared to
ARS1,074,227,000 as of Dec. 31, 2009.

A full-text copy of the Company's consolidated financial
statements is available at no charge at:

                        http://is.gd/YMDbGY

                           About MetroGas

Buenos Aires-based MetroGAS S.A. is a gas distribution company in
Argentina.  MetroGAS distributes approximately 21.5% of the total
natural gas supplied by the nine distribution companies licensed
in the privatization of Gas del Estado in late 1992, and currently
has approximately 2.2 million customers in its service area
(Buenos Aires City and eleven municipalities in the south of
Greater Buenos Aires), a densely populated area including major
power plants and other industrial and commercial users.

On June 17, 2010, MetroGAS filed for reorganization protection
under the laws of Argentina, which is similar to Chapter 11
protection laws in the U.S.


MILTER SEGURIDAD: Creditors' Proofs of Debt Due May 13
------------------------------------------------------
Martha Magdalena Comba, the court-appointed trustee for Milter
Seguridad SA's bankruptcy proceedings, will be verifying
creditors' proofs of claim until May 13, 2011.

Ms. Comba will present the validated claims in court as individual
reports.  The National Commercial Court of First Instance No. 16
in Buenos Aires, with the assistance of Clerk No. 31, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by the company and its creditors.

The Trustee can be reached at:

         Martha Magdalena Comba
         Jose Ortega y Gasset 1739
         Argentina


RAMALLO SRL: Creditors' Proofs of Debt Due May 17
-------------------------------------------------
Veronica Isabel Segovia, the court-appointed trustee for Ramallo
SRL's reorganization proceedings, will be verifying creditors'
proofs of claim until May 17, 2011.

Ms. Segovia will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 7 in Buenos Aires, with the assistance of Clerk
No. 13, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

         Veronica Isabel Segovia
         San Martin 662
         Argentina


ROURA CEVASA: Creditors' Proofs of Debt Due May 26
--------------------------------------------------
Nestor Szwarcberg, the court-appointed trustee for Roura Cevasa
Argentina SA's reorganization proceedings, will be verifying
creditors' proofs of claim until May 26, 2011.

Mr. Szwarcberg will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 10 in Buenos Aires, with the assistance of Clerk
No. 20, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

Creditors will vote to ratify the completed settlement plan
during the assembly on April 20, 2012.

The Trustee can be reached at:

         Nestor Szwarcberg
         Avenida Corrientes 4643
         Argentina


=============
B A H A M A S
=============


BRITISH AMERICAN: BAICO Building Sale To Affect Policyholders' Pay
------------------------------------------------------------------
BAICO liquidator's agents have said that life insurance
policyholders will get back up to 50 cents on the dollar of the
value of their policies, depending partly on how much will be
raised from selling the British American building on Front Street,
Jonathan Kent of The Royal Gazette Online reports.

The Royal Gazette relates that the building, which is 40% owned by
BAICO and 60% owned by the BAICO Bermuda pension scheme, is being
sold for $3.6 million.  The report says that if the building isn't
sold until later this year, a second separate dividend may have to
be paid out following the sale.

According to The Royal Gazette, the Supreme Court of Bermuda will
consider the scheme of arrangement proposing a plan on how the
6,000 existing policies can be settled with the 3,800
policyholders.  Cheques could start being sent out as soon as
August once the court approves the scheme of arrangement and the
creditors accept the plan at a May 19 scheme meeting, the report
states.

British American Insurance Company is a Bahamian company, which is
owned by Trinidad-based parent CL Financial.

Casey McDonald, the British Virgin Islands liquidator for British
American Isle of Venice (BVI), Ltd, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 10-21627) on April 29, 2010.  Mr.
McDonald is represented by Leyza F. Blanco, Esq., at Gray Robinson
in Miami, Fla.  At the time of the filing, the liquidator
estimated British American Isle of Venice (BVI), Ltd's asset at
less than US$10 million and its debts at more than US$100 million.
Two affiliates -- British American Insurance Company Limited
(Bankr. S.D. Fla. Case No. 09-31881) and British American
Insurance Company Limited (Bankr. S.D. Fla. Case No. 09-35888) --
are also subject to the jurisdiction of the U.S. Bankruptcy Court.


CABLE & WIRELESS: Completes Acquisition of 51% Stake in BTC
-----------------------------------------------------------
Caribbean News Now reports that Cable & Wireless Communications
completed on Wednesday its acquisition of a 51% stake in the
Bahamas Telecommunications Company from the government of Bahamas
for $210 million.

As reported by the Troubled Company Reporter-Latin America on
March 23, 2011, the RJR News reports that Bahamas'
parliamentarians voted in favor of the acquisition, despite
protests from Bahamians.  The Royal Gazette said that CWC signed a
non-binding memorandum of understanding with the Government of the
Commonwealth of the Bahamas to acquire the 51% interest in BTC.
Under the MOU, the Royal Gazette said, it is proposed that CWC
will acquire the majority equity stake in BTC, including
management control of the business, for $210 million, and that CWC
will work with the Government and the management of BTC to develop
a business plan for BTC, addressing its plans for the
modernization of telecommunications throughout the Bahamas and for
the development of BTC following privatization.  According to the
Royal Gazette, the MOU also stipulates a restructuring of the
workforce of BTC soon after completion of the transaction, which
will be carried out on a voluntary basis.  The Royal Gazette
related that subject to completion, the acquisition is expected to
be funded from CWC's existing cash balances and debt facilities.

According to Caribbean News, the government has received that
payment in full, as well as in kind, plus $14.3 million cash
completion dividends.  Caribbean News relates that CWC has taken
management control effective Wednesday.

                      About Cable & Wireless

Cable & Wireless Communications PLC is a global provider of
telecommunication and Internet services.  The Group's global
communication services offer IP voice and hosting services to
businesses located the UK, USA, Europe.  Cable & Wireless
telecommunication services provide fixed and mobile voice, data
and IP services to consumers and business located in the
Caribbean.

                              *     *     *

As of February 14, 2011, the Company continues to carry Standard
and Poor's "B" short-term issuer credit ratings.  The Company also
continues to carry Moody's "B1" senior unsecured debt rating.


=============
B E R M U D A
=============


MAN-IP 220: Creditors' Proofs of Debt Due April 15
--------------------------------------------------
The creditors of Man-IP 220 Plus (Series A) Limited are required
to file their proofs of debt by April 15, 2011, to be included in
the company's dividend distribution.

The company commenced wind-up proceedings on March 30, 2011.

The company's liquidator is:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


MAN-IP PRISMA: Creditors' Proofs of Debt Due April 15
-----------------------------------------------------
The creditors of Man-IP Prisma (Series 2) Limited are required to
file their proofs of debt by April 15, 2011, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on March 25, 2011.

The company's liquidator is:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


MAN-IP PRISMA: Member to Receive Wind-Up Report on May 11
---------------------------------------------------------
The member of Man-IP Prisma (Series 2) Limited will receive on
May 11, 2011, at 9:30 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company commenced wind-up proceedings on March 25, 2011.

The company's liquidator is:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


TRADING 220: Member to Receive Wind-Up Report on May 4
------------------------------------------------------
The member of Trading 220 Plus (Series A) Limited will receive on
May 4, 2011, at 9:30 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company commenced wind-up proceedings on March 30, 2011.

The company's liquidator is:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


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


COMPANHIA INDUSTRIAL: Files for Bankruptcy
------------------------------------------
Robin Stringer at the Bloomberg News reports that Companhia
Industrial Schlosser S.A. entered into bankruptcy protection.  The
Company, says Bloomberg, blamed crisis in the textile sector for
its collapse.

Companhia Industrial Schlosser S.A. is a company in Brazil engaged
in the production and commercialization of textile products,
including fabrics and yarns for the children, male and female's
clothing industry.  It operates an industrial complex active in
spinning, milling, dyeing, painting and finishing.  The Company
uses spandex and cotton for the production of its fabrics.
Schlosser operates offices in Sao Paulo, Rio de Janeiro, Amazonas,
Rio Grande do Norte, Sergipe and Mato Grosso do Sul, among others.


LIGHT ENERGIA: Moody's Puts 'Ba1' Global Scale Issuer Rating
------------------------------------------------------------
Moody's America Latina affirmed Light S.A.'s corporate family
rating of Ba1 on the local currency on the global scale and Aa2.br
rating on the Brazilian national scale.  At the same time, Moody's
assigned issuer ratings of Ba1 on the global scale and Aa2.br
on the Brazilian national scale to Light Energia S.A. (Light
Energia).  Moody's has also assigned a Ba1 local currency rating
on the global scale and Aa2.br rating on the Brazilian national
scale to Light Energia's proposed up to BRL170 million senior
unsecured debentures due in five years.  These debentures will be
supported by a corporate guaranteed of Light.  The outlook is
stable for all the ratings.  This was the first time Moody's had
rated Light Energia.

The 5-year issue is being offered under CVM's Regulation 476 with
a firm underwriting commitment for up to BRL100 million from the
arranging banks Bradesco BBI, Citibank and Itau BBA.  The proceeds
will be used to support investments and working capital needs of
Light Energia.

Ratings Affirmed:

   Issuer: Light S.A. (Light)

   * Corporate Family Ratings: Ba1/Aa2.br

Ratings Assigned:

   Issuer: Light Energia S.A. (Light Energia)

   * Issuer Ratings: Ba1/Aa2.br

   * up to BRL170 million senior unsecured debentures guaranteed
     by Light S.A.(Light): Ba1/Aa2.br

Ratings Rationale

The Ba1/Aa2.br issuer ratings reflect the Light Energia's solid
capital structure, characterized by its low level of indebtedness,
healthy debt maturity profile, steady cash generation and
profitability.  This largely stems from long-term concession
contracts, which allows the company to operate its generation
portfolio in a relatively secure regulated market until 2026.  The
uncertainties related to its capital expenditures program and
potential for high dividend distributions in the future constrain
the ratings.  Moody's rates the proposed debentures of Light
Energia at the same level as the corporate family rating of its
parent company, Light, which is the guarantor of this debt.  As a
result, Moody's assessment of Light Energia's ultimate financial
strength largely reflects the rating assessment of Light based on
its consolidated financial statements.

The Ba1/Aa2.br corporate family ratings reflect Light's
strong consolidated credit metrics for the rating category.  The
group's relatively stable cash flow is largely derived from the
regulated distribution business represented by Light Servicos de
Eletricidade S.A. (Light SESA), which is Light's main subsidiary
responsible for around 93% of consolidated Net Sales and 85% of
consolidated EBITDA.  Light's adequate governance practices and
liquidity position also support the ratings.  Constraining the
ratings are a sizeable consolidated capital expenditure program,
relatively high dividend distributions, potential cash flow drains
related to existing contingent liabilities and the challenges from
high levels of energy losses and delinquency rates at the
distribution subsidiary.

The credit profile of the generation company, Light Energia,
reflects adequate projected credit metrics for the rating category
supported by stable operating margins and cash flows over the next
two years.  Light Energia's electricity supply contracts, which
are mostly to the regulated market, lead to this stability.
Nevertheless, these contracts will begin to expire in 2012.
Accumulated expiring contracts represent approximately 27% of
total assured energy by year-end 2012 and 51% by year-end 2013.
Starting in 2013, Light Energia is expected to benefit from higher
energy prices and enhanced operating cash flows.  Light Energia's
average energy prices are currently around BRL70 per MWh and
preliminary estimates for new contracts indicate that energy
prices could reach as much as BRL130 per MWh in 2013.

Light and its subsidiaries have significantly enhanced their
capital structures since 2005 when EDF (Electricite de France),
the sole shareholder at that time, converted around BRL940 million
of inter-company loans into equity. Another BRL800 million
conversion of debt into equity followed in 2007, this time by
BNDES Participacoes S.A. (BNDESPar, the investment arm of the
Brazilian Development Bank - BNDES).  As a result, Light has a
solid consolidated capital structure.  Its leverage ratios are
currently strong for the rating category.  Using Moody's standard
adjustments, Cash Flow From Operations before working capital
needs (CFO pre -- WC) to Debt is 41% and Debt over total
capitalization is 50.6% as of December 31, 2010.  These indicators
are expected to deteriorate over the next three years as a result
of Light's capital expenditures program and high dividend
distributions to shareholders.  Nevertheless, additional leverage
is limited on a consolidated basis by the financial covenants
embedded in the proposed debentures, which require Light's
consolidated net debt to EBITDA to be lower than 3.0 times while
EBITDA coverage of interest expense needs to be higher than 2.5
times.

Light currently has a number of judicial disputes at the level of
the distribution company arising from a variety of sources, of
which BRL552 million are considered a probable loss and accounted
for as contingent liabilities.  Although these liabilities are
recorded as long-term items on the balance sheet, some of them
could eventually be paid off in the short-term as a result of
judicial settlements. Like most other Brazilian companies, Light
does not maintain committed credit facilities to face unexpected
large cash disbursements.  Nonetheless, Moody's deems Light's
liquidity as adequate.  Stable and predictable operating cash
flows from the regulated business support liquidity as does a
consolidated cash position outstanding in the balance sheet of
BRL525 million as of December 31, 2010.  Light has short-term debt
maturities of BRL664 million in 2011, calculated using Moody's
standard adjustments for pension obligations and refinanced tax
liabilities.  These maturities will be largely addressed by a
proposed issuance of BRL650 million debentures by Light SESA.

Moody's expects Light to make up to BRL3.4 billion of consolidated
capital expenditures in the period 2011 through 2014.  These are
largely to develop the distribution network, improve system
reliability, reduce energy losses and fund additional investments
in the generation business.  Management announced the construction
of two small hydroelectric power generation units and one
hydroelectric power plant with a combined installed capacity of
238MW, which are scheduled to come on stream from 2011 through
2013. Total investment in generation could reach BRL700 million
over the next four years, with 60-70% of the long-term funding
coming from the BNDES.  Light is developing these generation
projects in partnership with Companhia Energetica de Minas Gerais
(CEMIG; Ba1/Aa2.br Issuer Ratings; Outlook Stable).  In the
partnership, Light will own 51% and CEMIG 49% of the projects.

Going forward, Light is likely to continue this expansion
strategy, particularly given the stated willingness of Light's
major individual shareholder, CEMIG, to pursue strategic
investments in the electricity sector.  CEMIG has also recently
been increasing its equity participation in the company. Moody's
incorporates into its long-term rating assessment the potential
risk that CEMIG will use Light as a vehicle to further expand its
activities in distribution and generation businesses.   Additional
acquisitions and investments would not necessarily cause a rating
downgrade, but the impact of future deals on consolidated leverage
and liquidity will be particularly important in our analysis.

Light has evolving corporate governance practices that Moody's
views as above the average for Latin American issuers. In March
2010, Light announced a significant change in the composition of
its Board of Executive Officers, including the appointment of Mr.
Jerson Kelman, former General Director of ANEEL, as the CEO as
well as the appointment of four other senior executives.  Moody's
expects Light's new executives to face stepped-up pressure to
enhance processes and strengthen the quality of service provided.
They will look to balance the needs of shareholders and
bondholders against the necessity of addressing the company's
current challenging operational issues.

The stable outlook captures Moody's view that despite some
expected reduction in operating margins, internal cash generation
should be the primary funding source for the group's cash needs.
Long-term funding on a timely basis will complement internal cash
generation over the medium term.  The overall level of debt should
moderately increase along with the planned investments, remaining
compatible with the current rating category.

The ratings or outlook could be upgraded as a result of greater
visibility regarding the potential impact of both contingent
liabilities and acquisitions on the group's consolidated cash flow
and leverage.  Pressure for an upgrade could increase if Light's
consolidated Retained Cash Flow (RCF) over Total Debt remained
higher than 20% and interest coverage (CFO pre-WC over cash
interest) became higher than 5.0x, both on a sustainable basis.

The ratings or outlook could be downgraded if Light's consolidated
RCF over Total Debt ratio fell below 10% and interest coverage
decreased to below 3.0x for an extended period.  A change in the
supportiveness of the Brazilian regulatory environment could also
trigger a rating action

The principal methodology used in rating Light Energia was the
Global Unregulated Utilities and Power Companies published in
August 2009.

Headquartered in Rio de Janeiro, Brazil, Light S.A. (Light) is an
integrated utility company with activities in generation,
distribution and commercialization of electricity.  Light Energia
S.A. (Light Energia), the generation subsidiary, has 855MW of
total installed capacity representing approximately 0.8% of the
country's electricity generation capacity. Light reported
consolidated net revenues of BRL6,509 million (US$3,951 million)
and Net Profit of BRL575 million (US$346 million) in 2010.  Light
Energia accounted for 5% of the revenues and 14% of the
consolidated EBITDA.


=========================================
B R I T I S H  V I R G I N  I S L A N D S
=========================================


FAIRFIELD SENTRY: Sues Abu Dhabi Fund to Claw Back $300 Million
---------------------------------------------------------------
Bankruptcy Law360 reports that Fairfield Sentry Ltd., the largest
feeder fund implicated in Bernard L. Madoff's Ponzi scheme, lodged
a suit in New York on Monday seeking to claw back $300 million in
redemption payments made during the fraud to Abu Dhabi's state-
owned investment fund.

The money used to redeem Abu Dhabi Investment Authority's shares
in Sentry were -- unbeknownst to Sentry -- the misappropriated
assets of other Madoff investors, and must be recovered, according
to Law360.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-13164) in June 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


==================================
D O M I N I C A N  R E P U B L I C
==================================


SBARRO INC: Proposes $35 Million of DIP Financing
-------------------------------------------------
Sbarro, Inc. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from a syndicate of lenders, led by
Cantor Fitzgerald Securities as administrative agent.

The DIP Lenders have committed to provide up to (i) $16.5 million
on an interim basis; and (ii) $35 million on a final basis (less
the amount of the initial DIP Loan actually borrowed).

Nicole L. Greenblatt, Esq., at Kirkland & Ellis LLP, explains that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  A copy of the Debtors' DIP financing
agreement is available for free at:

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

The Debtors seek authority to grant the DIP Agent, for its own
benefit and the benefit of the DIP Lenders, senior, first
priority, priming DIP Liens on the Collateral securing, and the
super-priority claims in respect of, the obligations under the DIP
Facility.

The obligations of each loan party under the DIP Facility will be
secured by: (i) a perfected first priority security interest and
lien on all of the assets and property of the loan party; (ii) a
perfected junior security interest and lien on the collateral of
such Loan Party, to the extent that the collateral is subject to
valid, perfected and unavoidable liens that were in existence
immediately prior to the Petition Date, or to valid and
unavoidable liens that were in existence immediately prior to the
Petition Date that were perfected subsequent to the Petition Date;
and (iii) a perfected first priority priming security interest and
lien on the Collateral of the Loan Party, to the extent that the
collateral is subject to the existing liens that secure the
obligations of such Loan Party under the Prepetition First Lien
Facility or the Prepetition Second Lien Facility or to a valid and
enforceable right of setoff by any Prepetition Lender.

The DIP Facility will mature six months after the closing of the
DIP Facility.  At the Debtors' option, the DIP facility may be
extended for an additional three months upon satisfaction of
certain conditions.

The Debtor may elect either: (a) LIBOR plus 7.00% (with a LIBOR
floor of 1.75%) or (b) Base Rate plus 6.00%.  in the event of
default, the Debtors will pay interest rate equal to (a) the Base
Rate plus (b) the Applicable Margin applicable to Base Rate Loans
(i.e., 6.00%) plus (c) 2.00% per annum; provided, however, that
with respect to a Eurodollar Loan, the default rate will be an
interest rate equal to the interest rate (including any Applicable
Margin, i.e., 7.00%) otherwise applicable to such Loan plus 2.00%
per annum.

The DIP Credit Agreement contains these deadlines relating to the
filing of the Chapter 11 plan and disclosure statement, including:

  a. filing of plan of reorganization within 60 days of the
     Petition Date that provides for full payment of
     administrative claims;

  b. entry of order by the Court approving the adequacy of the
     Debtors' disclosure statement for the acceptable plan within
     90 days after the Petition Date;

   c. entry of order by the Court within 170 days of the Petition
      Date confirming the Acceptable Plan; and

   d. consummation of such plan within 180 days of the Petition
     Date (or, if earlier, within 30 days after entry of an order
     confirming the acceptable plan).

The Debtors are required to pay these fees: (i) 0.75% on the
unused portion of the outstanding term loan commitments under the
DIP Facility; (ii) 2.00% of the total amount of the DIP Facility
commitments, payable on the date of closing of the DIP Facility
ratably to each DIP Lender on the basis of its respective
commitments; and (iii) the term loans under the DIP Facility to be
net funded with an original issue discount of 1.00% of the
aggregate principal amount thereof.  The original issue discount
may take the form of an upfront fee.

                      Cash Collateral Use

The Debtors also ask the Court to allow them to use the cash
collateral.

The Debtors have outstanding debt for borrowed money in the
aggregate principal amount of $368.2 million, consisting primarily
of: (a) $172.7 million in secured debt under their first lien
senior secured credit facility, plus $3.5 million in letters of
credit; (b) $34.2 million in secured debt under their Prepetition
Second Lien Facility; plus fees, costs and other charges and (c)
$157.8 million in senior notes (inclusive of the $8 million missed
interest payment in March, 2011).

The Debtors' principal prepetition funded debt obligations arise
under that certain Credit Agreement dated as of Jan. 31, 2007, by
and among Sbarro, as borrower, and Sbarro Holdings, LLC, and
certain of the other Debtors, as guarantors, Cantor Fitzgerald
Securities, as successor administrative agent, and certain lenders
from time to time party thereto, which provided the Debtors with a
$25.0 million revolving line of credit.  All obligations under the
Prepetition First Lien Facility are guaranteed by Holdings as well
as certain of Sbarro's domestic subsidiaries, all of which are
Debtors in these Chapter 11 cases.  The Debtors' obligations under
the Prepetition First Lien Facility, including the guarantees
thereof, are also secured by first priority perfected security
interests in substantially all the assets of Sbarro, as well as
all capital stock of Sbarro, Inc., and its domestic subsidiaries
and up to 65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

The Debtors have funded debt obligations arising under that
certain Second Lien Credit Agreement dated as of March 26, 2009,
by and among Sbarro, as borrower, certain of the Debtors as
guarantors, Wilmington Trust FSB as successor administrative agent
and collateral agent and certain lenders from time to time party
thereto.  The Prepetition Second Lien Facility provided the debtor
with $25.5 million in secured term loans.  All obligations under
the Prepetition Second Lien Facility are guaranteed by the
Prepetition Guarantors.  The Debtors' obligations under the
Prepetition Second Lien Facility, including the guarantees
thereof, are also secured by second priority perfected liens and
security interests in substantially all the assets and capital
stock of Sbarro and its domestic subsidiaries as well as up to
65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

Prior to the Petition Date, Sbarro issued $150 million in 10.375%
Senior Notes due 2015.  The Notes are governed by that certain
Indenture dated as of Jan. 31, 2007, by and among Sbarro, as
issuer, certain domestic subsidiaries of Sbarro, as guarantors,
and The Bank of New York, as trustee.  The Notes Indenture
provides that the Notes rank equally in right of payment with all
of the Debtors' existing and future senior indebtedness.  The
Notes are effectively subordinated to all of the Debtors' secured
indebtedness to the extent of the collateral securing such
indebtedness.

In exchange for the cash collateral use, the Debtors will grant:

  a. Prepetition First Lien Lenders: (i) a lien junior to the
     liens securing the DIP Facility on all of the collateral
     securing the DIP Facility; (ii) a superpriority claim,
     immediately junior to the claims under Section 364(c)(1) of
     the U.S. Bankruptcy Code held by the DIP Agent and DIP
     Lenders; (iii) payment of current cash interest at the
     contractual default rate in respect of the First Lien Credit
     Agreement; (iv) payment of all fees and expenses of the
     Prepetition First Lien Agent in accordance with the terms of
     the Interim and final DIP court orders; (v) all written
     information required to be provided to the DIP Agent or DIP
     Lenders; (vi) application of proceeds from asset sales first
     to repayment of unpaid obligations under the Prepetition
     First Lien Facility until such obligations are paid in full
     and second to the repayment of unpaid obligations under the
     Prepetition Second Lien Facility; (vii) compliance with
     certain covenants to be included in the DIP Credit Agreement
     in respect of the achievement of milestones relating to
     confirmation of a Chapter 11 plan of reorganization; and
     (viii) the usual and customary claims, priorities and other
     protections provided to pre-petition secured creditors in
     situations of this kind; and

  b. Prepetition Second Lien Lenders will be entitled to receive
     as adequate protection liens on all of the collateral
     securing the obligations under the DIP Facility that are
     junior to the First Lien Adequate Protection Liens.

The Prepetition Agents and the Prepetition Lenders are entitled to
adequate protection of their interests in the prepetition
collateral, including the cash collateral, for diminution in value
of the collateral securing the obligations under the Prepetition
Facilities, as well as for any decline in, or diminution of, the
value of the Prepetition Lenders' liens or security interests
under the Prepetition Facilities.

               Portion of $35-Mil. Loan Approved

Dow Jones' DBR Small Cap reports a judge on Tuesday said Sbarro
Inc. can tap nearly half of its $35 million bankruptcy loan from a
group of its first-lien lenders, one day after the pizza chain
filed for Chapter 11 protection. Judge Shelley C. Chapman of U.S.
Bankruptcy Court in Manhattan said Sbarro can immediately access
$16.5 million, which will be used to provide the company with
working capital and fund its bankruptcy case.

DBR notes a lawyer for Sbarro's senior noteholders said his group
still doesn't support the restructuring plan, which has not yet
been approved by creditors or officially presented to the court.
He said it leaves the company with too much leverage.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Taps Epiq Bankruptcy as Notice & Claims Agent
---------------------------------------------------------
Sbarro, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions, LLC, as notice and claims agent, nunc
pro tunc to the Petition Date.

Epiq will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and of the setting of the first
         meeting of creditors;

     (b) prepare and serve required notices in the Debtors'
         Chapter 11 cases;

     (c) notify potential creditors of the existence and amount of
         their respective claims as evidenced by the Debtors'
         books and records and as set forth in the schedules; and

     (d) docket all claims received by the Clerk's Office,
         maintain the official claims registers for each Debtor on
         behalf of the Clerk's Office, and provide the Clerk's
         Office with certified duplicate, unofficial Claims
         Registers on a monthly basis, unless otherwise directed.

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

         Clerk                                  $34-$51
         Case Manager (Level 1)                $106-$149
         IT Programming Consultant             $119-$161
         Case Manager (Level 2)                $157-$187
         Senior Case Manager                   $191-$234
         Senior Consultant                       $250

Jason D. Horwitz, Vice President and Senior Consultant of Epiq,
assures the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Asks Court to Extend Time for Filing of Schedules
-------------------------------------------------------------
Sbarro, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the deadline for the
filing of schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases and statements of financial affairs for an
additional 16 days to a total of 30 days from the Petition Date.

The Debtors said that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the required information, necessitate an
extension of the deadline to file the Schedules and Statements.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and 70% of its senior noteholders on the
terms of a reorganization plan that will eliminate more than half
of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen &
Co. is the Debtors' communications advisor.


SBARRO INC: Wants OK to Pay Critical Vendors' Prepetition Claims
----------------------------------------------------------------
Sbarro, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to pay
certain prepetition claims of critical vendors.

Critical vendors include: (i) food and beverage vendors,
(ii) liquor distributors, (iii) restaurant supply vendors,
(iv) store maintenance service providers, and (v) other essential
service providers.

The Debtors are seeking authority to pay all or a portion of
amounts owing only to a certain class of third-party trade
creditors that are "critical" to maintaining the going-concern
value of the Debtors' business enterprise.  This class of vendors
includes suppliers and service providers that (a) provide unique
and specialized goods to certain of the Debtors' locations that
are otherwise not readily available, (b) provide goods that the
Debtors are unable to procure without incurring significant
migration costs or compromising quality, (c) don't have long-term
written supply contracts such that the vendor could be compelled
to continuing providing goods or services in a timely and cost-
efficient manner without unduly disrupting the Debtors' operations
postpetition, or (d) provide goods to certain of the Debtors'
restaurants in locations that are impossible to replace.

The Debtors seek authority to pay, in their sole discretion based
on their business judgment, up to $1.2 million to Critical Vendors
on account of their prepetition claims on an interim basis and up
to a maximum aggregate amount of $4.7 million to Critical Vendors
on account of their prepetition claims on a final basis.  The
Debtors estimate that approximately $3,502,100 (approximately
74.5% of the Critical Vendor Cap) constitutes claims that may be
entitled to administrative priority status.  Because the Debtors
typically pay for the food, products, supplies and services
provided by the Critical Vendors within 20 to 30 days of receipt,
the vast majority of prepetition amounts owed with respect of the
food, products, supplies and services (approximately 93.6%) will
become due and payable, in the ordinary course of business and
consistent with past practice, in the 21 days after the Petition
Date, but the Debtors believe they can manage their trade
relationships through a final hearing on the Motion if they are
provided access to the Interim Critical Vendor Cap.

The Debtors also are also requesting authority to pay the
prepetition claims of certain third parties who may be entitled to
assert various lien claims against the Debtors or their property
or other assets if the Debtors fail to pay for prepetition goods
or services, and the Debtors seek immediate authority to pay up to
$25,000 on account of Lien Claims.

To ensure that the Debtors continue to receive a constant supply
of fresh fruits and vegetables postpetition, the Debtors seek
authority to continue to pay in the ordinary course of business
and consistent with their historical practices claims arising, or
of the type, under the Perishable Agricultural Commodities Act of
1930 to those vendors who supply the Debtors with fruit and
vegetables.

In sum, the Debtors are requesting the foregoing authority subject
to these caps:

                         Estimated
                         Payables as        Interim       Final
                         of the Petition    Relief        Relief
                         Date               Sought        Sought
                         ---------------    --------      ------
Critical Vendor Claims      $4,700,000     $1,200,000   $4,700,000
Lien Claims                    $25,000        $25,000      $25,000
PACA Claims                 $1,285,000            N/A          N/A

To prevent any disruption to the Debtors' operations and to
facilitate a smooth transition into Chapter 11, the Debtors are
seeking an order (a) granting administrative expense priority to
all of the Debtors' undisputed obligations arising from the
acceptance of goods and services subject to certain prepetition
purchase orders outstanding with vendors for goods and services,
the delivery of which has not occurred and will not occur until
after the Petition Date; and (b) authorizing the Debtors to
satisfy the obligations in the ordinary course of business.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


=============
J A M A I C A
=============


DIGICEL GROUP: Utility Regulators Group Uneasy on Claro Merger
--------------------------------------------------------------
The RJR News reports that the Organisation of Caribbean Utility
Regulators said it is worried about the Digicel Group-Claro
merger.  According to the RJR News, the Organisation of Caribbean
Utility Regulators said it is concerned that Digicel's takeover of
Claro's Jamaican operation will negatively affect competition in
Jamaica's telecoms market.

As reported by the Troubled Company Reporter-Latin America on
March 23, 2011, RadioJamaica said that Digicel signed the
agreement with America Movil.  The deal will also see Digicel
selling its business in El Salvador and Honduras to America Movil,
according to RadioJamaica.  The RJR News relates that
telecommunication company LIME Jamaica has asked the government,
the Office of Utilities Regulations, and the Fair Trading
Commission to assess the deal.  LIME said that assessment should
be done before approval of the deal is given by the relevant
minister, the RJR News states.

Digicel Group Limited -- http://www.digicelgroup.com/-- is
renowned for competitive rates, unbeatable coverage, superior
customer care, a wide variety of products and services and state-
of-the-art handsets.  By offering innovative wireless services and
community support, Digicel has become a leading brand across its
31 markets worldwide.

Digicel is incorporated in Bermuda and now has operations in 31
markets worldwide.  Its Caribbean and Central American markets
comprise Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda,
Bonaire, the British Virgin Islands, the Cayman Islands, Curacao,
Dominica, El Salvador, French Guiana, Grenada, Guadeloupe, Guyana,
Haiti, Honduras, Jamaica, Martinique, Panama, St Kitts & Nevis,
St. Lucia, St. Vincent & the Grenadines, Suriname, Trinidad &
Tobago and Turks & Caicos.  The Caribbean company also has
coverage in St. Martin and St. Barths.  Digicel Pacific comprises
Fiji, Papua New Guinea, Samoa, Tonga and Vanuatu.

                         *     *     *

As of Jan. 14, 2010, the company continues to carry Moody's "Caa1"
senior unsecured debt rating.


===========
M E X I C O
===========


HIPOTECARIA SU: S&P Downgrades Senior Unsecured Notes to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its long-
term debt rating to 'D' from 'CC' on the $150 million senior
unsecured notes issued by Mexico-based mortgage and construction
lender Hipotecaria Su Casita S.A. de C.V. SOFOM E.N.R. (HSC).  The
rating action follows HSC missing the interest payment on this
issue scheduled for April 4.  The notes had an originally maturity
date of Oct. 4, 2016.

The missed payment comes after HSC's announcement on March 17,
2011, that it has offered a debt exchange to its current
bondholders.  The company stated it stopped paying
interest/coupons starting March 10, 2011, for its long-term
market debt issues.

Ratings List
Rating Lowered                   To            From
Hipotecaria Su Casita S.A. de C.V. SOFOM E.N.R.
  Sr. Unsecured Notes            D             CC


INT'L TEXTILE: Incurs $46.30 Million Net Loss in 2010
-----------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $46.30 million on $616.13 million of net sales for the
year ended Dec. 31, 2010, compared with a net loss of
$216.97 million on $659.26 million of net sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed
$435.74 million in total assets, $540.34 million in total
liabilities, and a $104.60 million stockholders' deficit.

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

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


SATELITES MEXICANOS: Files Prepackaged Chapter 11 Petition
----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., announced on April 6, 2011,
that, as the next step in the implementation of its previously
announced comprehensive balance sheet restructuring, the Company
and its subsidiaries Alterna'TV Corporation and Alterna'TV
International Corporation have filed voluntary petitions for a
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The petitions were filed in the U.S. Bankruptcy
Court in the District of Delaware.

Satmex previously announced that it had reached an agreement with
the holders of more than two-thirds of the outstanding principal
amount of its First Priority Senior Secured Notes due 2011 and
Second Priority Senior Secured Notes due 2013 to support the
Prepackaged Plan.  As part of the implementation of the
Prepackaged Plan, on March 8, 2011, the Debtors commenced a
solicitation of votes on the Prepackaged Plan from holders of the
Company's First Priority Notes and the Second Priority Notes.
Based on the preliminary tabulation of votes filed with the
Prepackaged Plan, the holders of the First Priority Notes and the
Second Priority Notes voted overwhelmingly to accept the
Prepackaged Plan.

The proposed Prepackaged Plan provides for trade creditors to be
unimpaired and paid in full and is structured to expedite the
Company's emergence from bankruptcy while avoiding any day-to-day
impact on suppliers, customers or employees during the short
pendency of the case.

As previously announced, Satmex has also entered into a commitment
letter with Jefferies Finance LLC providing for $325 million of
committed senior secured exit financing, which may be used, along
with the proceeds of the previously-announced $96.25 million
fully-backstopped rights offering of equity securities to holders
of Second Priority Notes, to, among other things, repay the First
Priority Notes as outlined in the Prepackaged Plan, fund the
timely completion of Satmex 8, a satellite scheduled to be
launched in 2012 to replace the Company's Satmex 5 satellite, and
to purchase 100% of the current equity in Satmex as set forth in
the Company's previous press release.

Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. are serving as financial advisors to Satmex. Greenberg
Traurig is serving as U.S. counsel and Santamarina y Steta and
Rubio Villegas & Asociados are serving as the Company's Mexican
counsels.

Jefferies & Company, Inc. is serving as the financial advisor to
certain holders of the Second Priority Notes. Ropes & Gray LLP is
serving as U.S. counsel and Cervantes Sainz as Mexican counsel to
this group.

Dechert LLP is serving as U.S. counsel to certain holders of the
First Priority Notes. Galicia Abogados, S.C. is serving as Mexican
counsel to this group.

Bracewell & Giuliani LLP is serving as counsel to the Series B
Directors of Satmex's Board.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
satellite service provider in Latin America.  Satmex's fleet
offers hemispheric and regional coverage throughout the Americas.

Satmex's balance sheet as of June 30, 2010, showed
US$438.29 million in assets, US$516.55 million in liabilities, and
a US$78.26 million shareholder's deficit.

Satmex had a net loss of US$6.12 million on US$53.06 million of
revenue for the six months ended June 30, 2010, compared with a
net loss of US$8.81 million on US$50.35 million of revenue for six
months ended June 30, 2009.

Satmex has a 'C' issuer rating and 'Ca' long term corporate family
rating, with negative outlook, from Moody's Investors Service.


SEAHAWK DRILLING: Creditors Object to Duff and Phelps Hiring
------------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion to retain Duff and
Phelps as financial advisor.  According to BData0, the committee
doesn't object to the appointment of D&P, but rather to the
payment of success fees to D&P related to the Hercules transaction
even though D&P had absolutely no role in its negotiation or
execution.

As reported in the Troubled Company Reporter on March 21, 2011,
the Official Committee of Equity Security Holders appointed in the
bankruptcy cases of Seahawk Drilling Inc., et al., seeks
permission from the Bankruptcy Court to retain Duff & Phelps
Securities, LLC, as its financial advisors.  The Equity Committee
(among other things) needs assistance in collecting and analyzing
financial and other information in relation to the chapter 11
cases.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos.
11-20089).  Berry D. Spears, Esq., and Johnathan Christiaan
Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the
Debtors' bankruptcy counsel.  Jordan, Hyden, Womble, Culbreth &
Holzer, P.C., serves as the Debtors' co-counsel.  Alvarez and
Marsal North America, LLC, is the Debtors' restructuring advisor.
Simmons And Company International is the Debtors' transaction
advisor.  Kurtzman Carson Consultants LLC is the Debtors' claims
agent.  Judy A. Robbins, U.S. Trustee for Region 7, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors of Seahawk Drilling Inc. and its debtor-affiliates.
Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the
creditors committee.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


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


BORDERS GROUP: Files Rule 2015.3 Report
---------------------------------------
Borders Group Inc. and its units filed with the Bankruptcy Court
on March 30, 2011, a report on the value, operations and
profitability of entities in which they hold a substantial or
controlling interest, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

The Debtors hold a substantial or controlling interest in these
entities:
                                       % of Ownership Interest
  Entity                                   Held by Debtors
  ------                               -----------------------
  Borders/JGE Joint Venture, LLC         74%
  Borders Fulfillment, Inc.             100%
  Borders Bookstore (M) SDN.BHD         100%, Indirect Ownership
  BGI Franchise PTY Limited             100%, Indirect Ownership
  BGI(UK), Limited                      100%
  Borders Superstores (UK), Limited     100%
  Bookshop Acquisitions, Limited         20%, Indirect Ownership

The estimated net book value of the Debtors' ownership interest
in each of the Entity as of January 29, 2011, is $0.

The Debtors also appended in the reported balance sheets,
statements of income as of and for the year ended Jan. 29, 2011,
and general notes supplementing all of the financial statements.

                       Balance Sheet for
           Direct Subsidiaries of Borders Group, Inc.
                     As of January 29, 2011

                                      Total    Total Liabilities
Entity                                Assets      and Equity
------                               --------  -----------------
Borders/JGE Joint  Venture, LLC      $126,463           $126,463
Borders Fulfillment, Inc.                  -                  -
Borders Bookstore (M) SDN.BHD              -                  -
BGI Franchise PTY Limited                  -                  -
BGI(UK), Limited                           -                  -
Borders Superstores (UK), Limited          -                  -
Bookshop Acquisitions, Limited             -                  -

                    Statement of Income for
            Direct Subsidiaries of Borders Group, Inc.

Entity                                        Net Income
------                                        ----------
Borders/JGE Joint Venture, LLC                 ($479,864)
Borders Fulfillment, Inc.                     16,228,517
Borders Bookstore (M) SDN.BHD                    (13,870)
BGI Franchise PTY Limited                        (52,096)
BGI(UK), Limited                             145,716,832
Borders Superstores (UK), Limited             (3,935,957)
Bookshop Acquisitions, Limited                         -

Borders Bookstores (M) SDN.BHD is a former retailer based in
Malaysia that is implementing a voluntary dissolution.  BGI
Franchise PTY Limited ceased operations as of January 2011.
Borders Fulfillment, Inc. is an inactive company.  BGI(UK),
Limited and Borders Superstores (UK) Limited are also inactive
companies that formerly owned UK-based retailers.  Bookshop
Acquisitions, Limited, a former UK retailer, was placed in
administration on November 26, 2009.

A full-text copy of the Rule 2015.3 report is available for free
at http://bankrupt.com/misc/Borders_Mar30Rule2015.3Report.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: Random House & Penguin Have $116-Mil. in Claims
--------------------------------------------------------------
Simon & Schuster, Inc., Random House, Inc. and Penguin Group Inc.
filed with the Bankruptcy Court last month notices of substantial
ownership of Borders Group, Inc. claims.

Random House asserts that it beneficially owns a $37,288,534
claim against the Debtors for invoices from July 22, 2010,
through January 7, 2011.

Penguin reveals that it owns a claim worth $44,904,776 against
the Debtors for invoices dated between January 29, 2009, and
February 24, 2011.

Specifically, Simon & Schuster disclosed that it beneficially
owns a $36,223,773 claim against the Debtors for invoices between
August 19, 2010 and January 4, 2011.

LeBow Gamma Limited Partnership also filed a notice of substantial
ownership of Borders stock.  LeBow said it owns shares of Borders
common stock and options to acquire shares of Borders common
stock, but redacted the amount of shares owned.

                        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)


=================
V E N E Z U E L A
=================


CRYSTALLEX INTERNATIONAL: Gets Delisting Notice from NYSE Amex
--------------------------------------------------------------
Crystallex International Corporation has received notice, dated
April 5, 2011, that the NYSE Amex LLC intends to proceed with an
application to the United States Securities and Exchange
Commission to remove the Company's common shares from listing on
the Exchange.  This determination, which the Company intends to
appeal, was made in light of the Exchange staff's position that
the Company is not in current compliance with certain standards
for continued listing on the Exchange set forth in Part 10 of the
NYSE Amex LLC Company Guide.

Specifically, the Exchange staff believes that the Company is not
in compliance with (i) Section 1003(c)(i) of the Company Guide on
the basis that the Company has "substantially discontinued the
business that it conducted at the time it was listed or admitted
to trading" with the Exchange, and is no longer an operating
company for purposes of continued listing on the Exchange, and
(ii) Section 1002(c) of the Company Guide, which states that "the
Exchange, as a matter of policy, will consider the suspension of
trading in, or removal from listing or unlisting trading of, any
security when, in the opinion of the Exchange the issuer has sold
or otherwise disposed of its principal operating assets, or has
ceased to be an operating company".

The Exchange staff has made this determination based on
information disclosed by the Company in its Annual Information
Form for the year ended Dec. 31, 2010, dated March 31, 2011 (which
forms a part of the Company's Annual Report on Form 40-F).
Specifically, the Exchange staff referred to events surrounding
the termination of the Company's Mine Operating Contract by the
Corporacion Venezolana de Guayana on Feb. 3, 2011 because of the
lack of progress to the Las Cristinas Project for more than one
year and for reasons of "opportunity and convenience"; the
Company's filing of a request for arbitration against Venezuela
before the Additional Facility of the World Bank's Centre for
Settlement of Investment Disputes, which is currently pending; the
Company's commencement of an orderly handover of the Las Cristinas
Project including, but not limited to, the security for the site,
personnel and social projects; and the fact that the Company's
main asset is the pending arbitration, and that no other
properties are currently owned or operated by the Company and mine
exploration has ceased.  The Exchange staff also noted that over
the last 30 trading days, the price per share of the Company's
common shares has averaged US$0.15 per share and as of April 1,
2011, it closed at US$0.16 per share. Based on this low selling
price, along with the information referred to above, the Exchange
staff believe that the Company's common shares are not suitable
for continued listing.

In accordance with Sections 1009(d) and 1203 of the Company Guide,
within seven calendar days of the date of the receipt of the
notice from the Exchange, the Company plans to appeal the Exchange
staff's determination by requesting an oral hearing before a
Listing Qualifications Panel.  There can be no assurance that the
Company's request for continued listing following the appeal will
be granted.

The Company reasonably believes that there is value in the Company
and is continuing to take steps to seek, through the arbitration
process, full restitution by Venezuela of its investments,
including the MOC, and the issuance of the Authorization to Affect
Natural Resources permit from the Ministry of Environment and
Natural Resources and compensation for interim losses suffered,
or, alternatively full compensation for the value of its
investment in an amount in excess of US$3.8 billion.  While
pursuing the arbitration claim, the Company is continuing to seek
settlement alternatives with the government of Venezuela, which
would result, if completed successfully, in value to the Company's
stakeholders.  The Company's common shares will continue to trade
on the Toronto Stock Exchange and will recommence trading on the
Exchange while the Company's appeal is pending.  The Company will
continue its normal course of business operations notwithstanding
the status of its Exchange listing.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


                            ***********


Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to publication.
Prices reported are not intended to reflect actual trades.  Prices
for actual trades are probably different.  Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR-LA constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com


                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

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

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

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

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

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


                   * * * End of Transmission * * *