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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, May 3, 2011, Vol. 14, No. 121

                            Headlines

3515 WILSHIRE: Case Summary & 2 Largest Unsecured Creditors
3 G PROPERTIES: Plan Confirmation Hearing Continued to May 19
AGI DEVCO: Voluntary Chapter 11 Case Summary
ALMADEN MINERALS: Auditors Raise Going Concern Doubt
AMBASSADORS INT'L: Final Financing Approved on Revised Terms

AMERICAN HOME: Trustee Sues Barclays for Swap Deal Breach
AMERICAN INT'L: To Sue Wall Street Firms to Recover Some Losses
AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
AMTRUST FINANCIAL: Court Approves Asset Sale, Hiring
BAKERS FOOTWEAR: Substantial Losses Cue Going Concern Doubt

BANKRATE INC: Moody's Reviews B2 Ratings After $500MM IPO Plan
BARNES BAY: Court Considers Hiring of Kevin Nystrom as CRO Today
BARSON HOLDING: Case Summary & Largest Unsecured Creditor
BERKELEY DELAWARE: Case Summary & 13 Largest Unsecured Creditors
BIDKA PLAZA: Case Summary & 13 Largest Unsecured Creditors

BISHOP'S CORNER: In Receivership; Judge to Close Nursing Home
BORDERS GROUP: Court OKs Modified Bonus Plan for Executives
BORDERS GROUP: Said to Seek $50 Million in Add'l Financing
BORDERS GROUP: Wants Removal Period Extended Until Sept. 14
BORDERS GROUP: Incurs $299,000,000 Net Loss for Fiscal Year

C-FSG425 LLC: Voluntary Chapter 11 Case Summary
CATALYST PAPER: Incurs C$12.9-Mil. First Quarter Net Loss
CEDAR FUNDING: Hearing on Sanctions vs. Ex-Owner Delayed to Aug. 6
CHRISTIAN BROTHERS: Sexual Abuse Claims Prompt Bankruptcy Filing
CHRISTIAN BROTHERS: Voluntary Chapter 11 Case Summary

CHRYSLER LLC: Posts $116MM Q1 Earnings, Halts String of Losses
CINRAM INT'L: Moody's Upgrades Corp. Family Rating to 'Caa1'
CLAIM JUMPER: Norman Pernick Appointed Mediator
CLEARWIRE COMMS: Moody's Confirms 'Caa1' Rating Over Cash Burn
COMARCO INC: BDO USA Raises Going Concern Doubt

CONSTELLATION ENERGY: Fitch Affirms Junior Sub. Notes at 'BB'
CONSUMER PRODUCT: Case Summary & 20 Largest Unsecured Creditors
COUDERT BROTHERS: Statek Wants 2nd Circ. to Revive $85M Claim
DELTA AIR: Shows Willingness to Invest $2-Bil. in Atlanta
DESERT CAPITAL: Involuntary Chapter 11 Case Summary

DYNASTY DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
EDRA BLIXSETH: Auction for Family Compound Set for May 20
EMBRAER ALPHA: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: Incurs $362-Million Net Loss in First Quarter
ESCARENT ENTITIES: Judges Can't Modify Assumed Contract

EVANS OIL: Inks Insurance Premium Finance Agreement with PAC
FAIR FINANCE: Trustee Seeks to Recover Durham's Political Handouts
FNB UNITED: CommunityOne Bank to Merge with Bank of Granite
FORUM NATIONAL: Meyers Norris Raises Going Concern Doubt
FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating

GANNON INT'L: 2 Real Estate Properties Put Into Receivership
GREAT ATLANTIC & PACIFIC: Wins Exec. Bonus Approval in 2nd Attempt
GTE REINSURANCE: Judge Affirms Constitutionality of Insurance Law
GULFSTREAM INT'L: Has Repayment Deal With Airport Authority
HAMLIN INVESTOR: Case Summary & 9 Largest Unsecured Creditors

HARRASEEKET HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
HEALTH MANAGEMENT: Fitch Upgrades Issuer Default Rating to 'BB-'
HERNANDEZ CONCRETE: Case Summary & 20 Largest Unsecured Creditors
HIGHMOUNT, LLC: Voluntary Chapter 11 Case Summary
HORIZON LINES: Avoids Ch. 11 After Judge Cuts $45M Antitrust Fine

HORIZON LINES: Posts $34.1 Million Net Loss in March 27 Quarter
INDIGOLD CARBON: Moody's Keeps Ba3 Amid Changes to Debt Structure
INNKEEPERS USA: Competitive Auction for Assets Expected
INTERNATIONAL GARDEN: Court Okays 2nd Amendment to Final DIP Order
I/OMAGIC CORP: Posts $334,600 Net Loss in March 31 Quarter

IRH VINTAGE: Court Confirms Chapter 11 Plan of Liquidation
IVT SOFTWARE: Recurring Losses Prompt Going Concern Doubt
J.J. DONOVAN: Voluntary Chapter 11 Case Summary
JAVO BEVERAGE: Wins Confirmation of Plan With No Negative Votes
JB BOOKSELLERS: Four Bookstores Continue After Auction

JERROLD A. WATSON: Case Summary & 20 Largest Unsecured Creditors
LAGUNA DEVELOPMENT: Fitch Upgrades Revenue Bonds to 'BB+'
LAMBO, LLC: Case Summary & 8 Largest Unsecured Creditors
LANDMARK MEDICAL: Asset Sale Further Delayed
LEHMAN BROTHERS: Paulson Group Amends Rival Restructuring Plan

LEHMAN BROTHERS: Goldman Group Seeks Approval of Plan Outline
LEHMAN BROTHERS: LBI Want Barclays to Pay for Margin Assets
LEHMAN BROTHERS: $1.235-Bil. Already Paid to Lawyers, Advisors
LYONDELL CHEMICAL: Rejects $340 Mil. in Liability Claims
LYONDELL CHEMICAL: Seeks to Expunge BP Claims Over MTBE Suits

MAJESTIC STAR: Wants to Strike Settlement Deal With Creditors
MEDCLEAN TECHNOLOGIES: Incurs $1.1MM Net Loss in March 31 Quarter
METROGAS SA: Price Waterhouse Raises Going Concern Doubt
MILLER PAVING: Case Summary & 20 Largest Unsecured Creditors
MJ THORNY: Case Summary & 4 Largest Unsecured Creditors

MONEYGRAM INT'L: Reports $14-Mil. Net Income in First Quarter
MORGAN & FINNEGAN: Trustee Wants Former Attorneys' Documents
NACO INC: Case Summary & 4 Largest Unsecured Creditors
NEC HOLDINGS: Plan Exclusivity Pushed Out to July 5
NMT MEDICAL: Assigns All Assets to Joseph F. Finn, Jr.,

NORTEL NETWORKS: Courts OK Google-Led Auction for Patents
ORDWAY RESEARCH: Files for Bankruptcy After Laying Off Employees
ORDWAY RESEARCH: Case Summary & 20 Largest Unsecured Creditors
OWENS-ILLINOIS INC: Fitch Affirms Issuer Default Rating at 'BB'
PARK AVENUE: Chairman Blames Economy for Bank's Woes

PEREGRINE I: Wins Court OK to Make $3-Million Emergency Payment
PERRY COUNTY: Wants to Modify Confirmed Chapter 11 Plan
PHARMOS CORP: Reports $603,127 Net Loss in 1st Quarter
PRISZM INCOME: Obtains June 30 Extension of CCAA Stay Period
PRISZM INCOME: Negotiations Continue for Sale of Restaurants

PROTEONOMIX INC: Incurs $299,500 Net Loss in March 31 Quarter
PULTEGROUP INC: Moody's Affirms 'B1' Corporate Family Rating
PURSELL HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
QUACH INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
RANDY ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors

RCLC INC: Plan Confirmation Hearing Adjourned to May 12
REALTY EXECUTIVES PHOENIX: Plans to File for Chapter 11
RIVER EAST: Receiver Seeks Cash Collateral Use & Obtain DIP Loan
ROBERT'S ROOFING: Employee Funds Seek Receivership
ROCKY HILL: In Receivership; Judge to Close Nursing Home

SANMINA-SCI: Fitch Expects to Rate $500MM Note Sale at 'BB/RR2'
SATELITES MEXICANOS: Prices $325 Million of Senior Secured Notes
SCOVILL FASTENERS: Gets Interim Authority to Borrow From GECC
SOUNDVIEW SKILLED: In Receivership; Judge to Close Nursing Home
SOUTH EDGE: Trustee Appointment Upheld on Appeal

SOUTHWEST GEORGIA: Wants Plan Filing Exclusivity Until Aug. 1
SPECIALTY PRODUCTS: Wins Plan Exclusivity Extension Until Sept. 30
SPONGETECH DELIVERY: Judge OKs Bankruptcy Asset Sale
SPRINGHILL PARTNERS: Case Summary & Largest Unsecured Creditor
SPRINT NEXTEL: Moody's Cuts Rating to Ba3 Over 4G Strategy

STEM INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
TERRESTAR NETWORKS: Court Approves $3.8 Million Qualcomm Claim
TERRESTAR NETWORKS: Echostar Objects to Bidding Protocol
THORNBURG MORTGAGE: Ch. 11 Trustee Sues Banks for $2BB Over Demise
TIM BLIXSETH: May 18 Hearing on Involuntary Petition

TRIBUNE CO: Court Completes Plan Confirmation Trial Hearing
TRIBUNE CO: Debtor, Aurelius Further Amend Proposed Plans
TRIBUNE CO: Proposes Mediator for ERISA-Related Claims
TX PORTFOLIO: Case Summary & 3 Largest Unsecured Creditors
ULTIMATE ACQUISITION: Wins Nod to Auction Off IP Assets on May 25

ULTIMATE ACQUISITION: Wants Plan Filing Period Extended to July 26
UNIVERITY SKILLED: In Receivership; Judge to Close Nursing Home
VALLEJO, CA: Judge Approves Disclosure Statement
VALLEY HEALTH: Fitch Affirms Holyoke Hospital Rev Bonds at 'BB'
VICTOR VALLEY: Files Plan of Liquidation; Hearing Set for May 6

VICTOR VALLEY: Obtains Final Court Approval for Access to DIP Loan
WARTBURG COLLEGE: Fitch Affirms Series 2005A Rev Bonds at 'BB'
WEST FRASER: Moody's Keeps Ba1 Ratings, With Positive Outlook
WESTRIM INC: Case Summary & 20 Largest Unsecured Creditors
WILLIAM LYON: Lenders Waive Defaults Under 2009 Loan Agreement

WINN-DIXIE STORES: Completes Sale of Non-Core Assets
WYLE SERVICES: Moody's Affirms B3 CFR; Outlook to Positive
YONKERS RACING: Moody's Places Rating on Review; Possible Upgrade

* Supreme Court Clears Rule on Disclosing Creditor Data
* Public Company Ch. 11 Filings Have Slow Start This Year

* Francis Pileggi Joins Eckert Seamans in Wilmington
* Robins, Kaplan Adds Business Litigation to Los Angeles Office

* Bankruptcy Judge Honored as Court Technology Pioneer

* Large Companies With Insolvent Balance Sheets


                            *********


3515 WILSHIRE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 3515 Wilshire, LLC, a Nevis limited liability company
        3515 Wilshire Boulevard
        Los Angeles, CA 90010-2301

Bankruptcy Case No.: 11-28467

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Mark S. Horoupian, Esq.
                  Victor A. Sahn, Esq.
                  SULMEYERKUPETZ, A PROFESSIONAL CORPORATION
                  333 S. Hope Street, 35th Floor
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  E-mail: mhoroupian@sulmeyerlaw.com
                          vsahn@sulmeyerlaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Leo Y. Lee, sole member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Majestic Towers, Inc.                 11-28407            04/28/11

3515 Wilshire's List of Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Leo Y and Hyo S. Lee               Loan                 $5,000,000
Individually and as Trustees of
The Lee 2003 Family Trust Dated
April 8, 2003
61 Fremont Place
Los Angeles, CA 90005

Far East National Bank             --                      unknown
c/o Buchalter Nemer
Attn Barry A. Smith
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-2457


3 G PROPERTIES: Plan Confirmation Hearing Continued to May 19
-------------------------------------------------------------
Judge J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern
District of North Carolina will continue to May 19, 2011, at 2:00
p.m., the hearing to consider confirmation of the Chapter 11 plan
of reorganization of 3 G Properties, LLC.

The Debtor on March 15, 2011, filed with the Bankruptcy Court an
amended disclosure statement and accompanying liquidation
analysis, at the directive of Judge J. Rich Leonard.  The
bankruptcy-exit plan was filed Dec. 12, 2010.

A hearing was held on Feb. 22, 2011, in Raleigh, North Carolina,
to consider approval of the Debtor's plan documents.  At the
hearing, the Debtor indicated a willingness to amend certain
portions of its disclosure statement.  The Court required further
amendments in addition to those being voluntarily made; and, set a
deadline of 21 days from the hearing by which the Debtor must
comply.  Judge Leonard also overruled objections to the Debtor's
disclosure statement.

The Plan classifies claims into 13 Classes of creditors.  The
first three classes relate to costs of administration and priority
claims under the Bankruptcy Code, and the treatment of each is
governed by specific provisions of the Bankruptcy Code.  Classes 4
through 12 related to classes that are treated as secured creditor
classes.  Class 13 relates to allowed unsecured creditor claims.

The Plan provides for the payment of all allowed, non-insider
creditor claims in full.  Any deferred payments are subject to an
applicable interest rate component, such that each creditor will
receive the present value of its respective claim in full.

The Plan provides that the Class 13 claims of general unsecured
allowed claims will be paid 100% of their claims, plus interest
accrued at 5% fixed, simple interest until date of payment.

Class 14 (LLC Member Interests) is comprised of all ownership
interests of the Members of 3 G Properties, LLC, comprised of
James M. Adams, Sr. and James D. Goldston, III.  3 G Properties
is owned 50% each by James M. Adams, Sr. and James D. Goldston,
III.  The Plan provides that the Class 14 LLC Member Interests
will be retained; however, the retained Member Interests will be
subordinate to all payments to creditors provided for in the Plan.

Since the Chapter 11 filing, the Debtor has continued its sales
and marketing efforts during the Chapter 11 proceeding by entering
into Exclusive Right to Sell Listing Agreements with NAI
Carolantic Realty, Inc., for all of the real property owned by the
Debtor.  The Debtor selected NAI Carolantic because of its
reputation and experience both locally and nationally.

The principal broker with NAI Carolantic assisting the Debtor in
its sales and marketing efforts is Scott Hadley.  The Bankruptcy
Court authorized the employment of NAI Carolantic by the Debtor in
October 2010.  Since being engaged NAI Carolantic has diligently
marketed all of the Debtor's real property for sale.

The Debtor principally operates two real estate projects located
primarily in Granville County, North Carolina: Triangle North
Development, an industrial tract and vacant excess land reserved
for additional phases, located in Oxford, North Carolina; and
Highland Trails Development, a mixed use development project in
Butner, North Carolina.

According to the liquidation analysis prepared by the Debtor,
in a hypothetical Chapter 7 liquidation, the Triangle North
Development has a liquidation value of $8,554,000, assuming
35% forced, distress sale reduction.   The Debtor expect the
project to fetch $13,160,000 if orderly marketing is conducted
as allowed by terms of the Plan.  The property has a market
value of $14,000,000 pursuant to a Nov. 1, 2010 appraisal
commissioned by and conducted for Capital Bank by Williams
Appraisers, Inc., less a 6% realtor commission.

The Triangle North Development is encumbered by: (1) a first
deed of trust in favor of Capital Bank in an approximate amount
of $8,408,367, (2) a second deed of trust in favor of James M.
Adams, Sr. in the approximate amount of $330,000, (3) a third
deed of trust in favor of Goldston Family Lim. Liab. LP #2 in
the approximate amount of $1,250,000, (4) a fourth deed of trust
in favor of County of Granville in the approximate amount of
$1,400,000, and (5) a fifth deed of trust in favor of Kerr Tar
Regional Econ. Dev. Corp. in the approximate amount of $0.

The Debtor expects the Highland Trails Development to fetch
$4,745,000 in a hypothetical Chapter 7 liquidation, assuming 35%
forced, distress sale reduction.  The property is anticipated to
sell for $6,862,000 if orderly marketing is conducted as allowed
by terms of the Plan.  The property has a listing price of
$7,300,000 with NAI Carolantic, less a 6% broker's commission.

The Highland Trails Property is subject to first deeds of trust on
the residential and commercial portions in favor of Southern
Community Bank in an approximate amount of $6,767,605.

                       About 3 G Properties

Wake Forest, North Carolina-based 3 G Properties, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 10-04763) June 14,
2010.  3 G Properties is a North Carolina limited liability
company formed on June 14, 2010 as a result of the statutory
merger of three existing North Carolina limited liability
companies: (1) Lake Glad Road Partners, LLC, (2) Lake Glad Road
Commercial, LLC, and (3) Granville Park Partners, LLC.   The
Debtor principally operates two real estate projects located
primarily in Granville County, North Carolina: Triangle North
Development and Highland Trails Development.

Gregory B. Crampton, Esq., and Kevin L. Sink, Esq., at Nicholls &
Crampton, P.A., represent the Company in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


AGI DEVCO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: AGI Devco, LLC Defined Benefit Trust
        12616 Bridgeton Drive
        Potomac, MD 20854

Bankruptcy Case No.: 11-18894

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: John Melvin Green, Esq.
                  JOHN M. GREEN, ATTORNEY AT LAW
                  109 North Adams Street
                  Rockville, MD 20850-2234
                  Tel: (301) 738-9900
                  Fax: (301) 738-9994
                  E-mail: jmgreen48law@gmail.com

Scheduled Assets: $841,200

Scheduled Debts: $438,750

The list of unsecured creditors filed together with its petition
does not contain any entries.

The petition was signed by Andrew G. Interdonato, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beverly A. Interdonato                --                  04/29/11


ALMADEN MINERALS: Auditors Raise Going Concern Doubt
----------------------------------------------------
Almaden Minerals Ltd (TSX: AMM)(NYSE Amex: AAU) announced via
Marketwire that in its audited financial statements filed in March
2011 for the year ended Dec. 31, 2011, in accordance with recently
update Canadian auditing standards, the auditor's report
contained a paragraph titled "Emphasis of Matter":

   Without qualifying our opinion, we draw attention to Note 1 in
   the consolidated financial statements which indicates that the
   Company incurred a net loss of $3.5 million during the year
   ended Dec. 31, 2010.  These conditions, along with other
   matters as set forth in Note 1, indicate the existence of
   material uncertainties that may cast significant doubt about
   the Company's ability to continue as a going concern.

Under the rules of the NYSE Amex Stock Exchange any such note in
an Auditor's Report is required to be announced.  The Emphasis of
Matter paragraph is now required to be included in Canadian audit
reports for companies which do not have positive cash flows
presently or in the short term.

For greater clarification, the Company also notes that, as
previously announced, it has early adopted International Financial
Reporting Standards ("IFRS") effective Jan. 1, 2010 and therefore
2011 will be the second year in which Almaden has prepared and
reported its financial position and results of operations under
IFRS.  The audited annual financial statements of Almaden which
were filed on SEDAR on March 31, 2011 were also prepared under
IFRS.  In preparing these quarterly and annual financial
statements, management has amended certain accounting and
measurement methods previously applied in the financial statements
of the Company prepared under Canadian generally accepted
accounting principles.  In the opinion of management, these
differences, which are described in Note 19 to the 2010 audited
annual consolidated financial statements of Almaden, did not
result in significant adjustments to the financial position and
results of operations of the Company other than the
reclassification of certain balances within shareholders' equity
into specified reserve accounts as certain account terminologies
are different under IFRS.

In addition, effective for the Company's year ended Dec. 31, 2010,
auditing standards in Ca nada changed from historic Canadian
auditing standards to Canadian Auditing Standards (CAS).  With the
new CAS standards, came new guidance requiring an auditor to
include the "emphasis of matter" paragraph in the standard
auditors' report when an auditor concludes that the use of the
going concern assumption is appropriate in the circumstances but a
material uncertainty exists.  Previous Canadian auditing standards
did not require this paragraph in the auditors' report when such
matters were adequately described in the notes to the financial
statement.  As a result the auditors' report dated March 25, 2011
on the Company's 2010 financial statements prepared under these
new standards includes this emphasis of matter paragraph as the
Company is an exploration stage enterprise and its liquidity is
ultimately dependent on its ability to obtain necessary financing
as required, developing or selling its exploration properties, and
ultimately achieving profitable operations.

Almaden's exploration model may never show financial statement
profitability but the Company has a history of success in other
ways which are more important for Almaden, that are reflected in
the Company's share price.  By way of background, Almaden has no
debt, C$29.1 million in working capital at Dec. 31, 2010 and 55.5
million common shares issued and outstanding.  Almaden Resources
Corp., a predecessor to Almaden, was founded by Almaden chairman
Duane Poliquin and originally taken public in 1986.  From that
time to present has successfully followed a prospecting business
model whereby the Company locates and acquires prospective mineral
properties and options them to other companies who can then earn
an interest in them by completing further exploration work at
their expense.  By employing this business model Almaden has
continually been able to raise funds necessary to advance the
exploration projects and acquire new ones during this 25 year
history under the leadership of Chairman Duane Poliquin and CEO
Morgan Poliquin.  During 2010, the Company expanded this business
model by more aggressively exploring several of its projects.
This resulted in a significant gold-silver discovery in Mexico at
the Company's 100% owned Ixtaca Property as indicated by drilling
results announced during the past six months.  The Company has
announced a C$2 million drill program to explore and develop its
Ixtaca gold-silver project.

The Company also maintains a large portfolio of 100% owned
exploration projects, option and joint venture agreements which
will be advanced in 2011.  At present two of Almaden's exploration
projects, Caballo Blanco and Caldera, have drilling programs
underway that are being conducted by partners at their sole
expense.  The Company also seeks to capitalise its mineral
properties where appropriate.  On Feb. 16th, 2011 Almaden
announced it had entered into an Asset Sale Agreement, subject to
regulatory approval, under which Beanstalk Capital Inc.
("Beanstalk") will acquire 100% of Almaden's wholly owned Elk gold
deposit, British Columbia (Almaden will retain a 2% NSR in the Elk
project).  Under the terms of this Agreement, Almaden will receive
37 million common shares of Beanstalk.  This transaction is
demonstrative of Almaden's ability to manage exploration risk and
create value through the development of its early stage properties
with management's technical expertise.  The sale of Elk allows
management to focus time and resources on advancing the company's
Ixtaca gold-silver discovery.

By way of payments to Almaden under mineral property agreements,
Almaden holds marketable securities with a market value of C$1.85
million and an investment with a fair value of C$2.2 million, both
at Dec. 31, 2010. Almaden also holds an investment in gold bullion
of 1,597 ounces of gold.

                          About Almaden

Almaden is a mineral exploration company working in North America.
The company has assembled mineral exploration projects, including
the Ixtaca Zone, through its grass roots exploration efforts.
While the properties are largely at early stages of development
they represent exciting opportunities for the discovery of
significant gold and copper deposits as evidenced at Ixtaca.
Currently six projects (Caldera, Caballo Blanco, Tropico, Nicoamen
River, Matehuapil and Merit), are optioned to separate third
parties who each have the right to acquire an interest in the
respective project from Almaden through making certain payments
and exploration expenditures.  Four further projects are held in
joint ventures. Almaden also holds a 2% NSR interest in 11
projects.


AMBASSADORS INT'L: Final Financing Approved on Revised Terms
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Windstar Cruises was given final approval last week
for a secured $10 million loan from Whippoorwill Associates Inc.,
the presumptive buyer at the May 16 auction.  The financing order
allows Whippoorwill to bid all its secured debt rather than cash
at the auction.  The original financing proposal was modified in
response to negotiations with the creditors' committee.  The loan
represents new borrowing power; there is no conversion of pre-
bankruptcy secured debt to a post-bankruptcy obligation, and
Whippoorwill's collateral won't include lawsuits.

                 About Ambassadors International

Headquartered in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts.  Carrying
148 to 312 guests, the luxurious ships of Windstar cruise to
nearly 50 nations, calling at 100 ports throughout Europe, the
Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

The Company's subsidiaries organized outside the United States are
not Debtors in the Chapter 11 Case, nor are they parties to any
insolvency or reorganization proceedings in their home
jurisdictions.

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


AMERICAN HOME: Trustee Sues Barclays for Swap Deal Breach
---------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that the trustee for
American Home Mortgage Holdings Inc. on Thursday accused Barclays
Bank PLC of breaching a swap agreement and asked a Delaware judge
to reject more than $45 million of the bank's claims.

Law360 says Trustee Steven Sass launched an adversary proceeding
against Barclays and Barclays Capital, objecting to six claims
made by the companies during AHM's Chapter 11 proceedings. He also
accuses Barclays of breaching a swap agreement that required it to
return excess collateral to AHM after any amounts owed by AHM.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case Nos. 07-11047 through 07-11054) on
Aug. 6, 2007.  James L. Patton, Jr., Esq., Joel A. Waite, Esq.,
and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
Aug. 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.  The plan was
implemented in November 2010.


AMERICAN INT'L: To Sue Wall Street Firms to Recover Some Losses
---------------------------------------------------------------
American Bankruptcy Institute reports that the American
International Group on Thursday filed the first of what could be a
series of lawsuits against Wall Street firms, contending that it
was the victim of fraud.

                          About AIG Inc.

American International Group, Inc. -- http://www.aig.com/-- is an
insurance organization with operations in more than 130 countries
and jurisdictions.  AIG companies provide life insurance and
retirement services in the United States.  AIG operates in three
segments: Chartis, SunAmerica Financial Group (SunAmerica) and
Financial Services.  Its property and casualty operations are
conducted through multiple line companies writing all commercial
and consumer lines both domestically and abroad.  SunAmerica
offers a suite of products and services to individuals and groups,
including term life, universal life, accident and health, fixed
and variable deferred annuities, fixed payout annuities, mutual
funds and financial planning.  AIG's financial services businesses
engages in commercial aircraft leasing through International Lease
Finance Corporation and the remaining Capital Markets portfolios
through AIG Financial Products Corp. and AIG Trading Group Inc.
and their respective subsidiaries.  AIG common stock is listed on
the New York Stock Exchange, as well as the stock exchanges in
Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Medical Utilization Management Corporation
        434 Rockaway Avenue
        Brooklyn, NY 11212

Bankruptcy Case No.: 11-43573

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Ernest E. Ranalli, Esq.
                  742 Veterans Highway
                  Hauppauge, NY 11788
                  Tel: (631) 979-1461
                  E-mail: ernestranlaw@optimum.net

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

Estimated Debts: $100,001 to $500,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by J.W. Tony Brown-Arkah.


AMTRUST FINANCIAL: Court Approves Asset Sale, Hiring
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
AmTrust Financial's motion for an order:

   (a) approving proposed sale procedures;

   (b) authorizing AmFin Real Estate Investments to sell
       certain assets to Harbor Group International;

   (c) approving the employment of Hilco Real Estate pursuant
       to 11 U.S.C. Section 327;

   (d) waiving the Bankruptcy Rule 6004(h) 14-day stay; and

   (e) waiving the Local Bankruptcy Rule 9013-2 Memorandum
       Requirement.

                       About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors in
the Chapter 11 cases.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


BAKERS FOOTWEAR: Substantial Losses Cue Going Concern Doubt
-----------------------------------------------------------
Bakers Footwear Group, Inc., filed on April 29, 2011, its annual
report on Form 10-K for the fiscal year ended Jan. 29, 2011.

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

The Company reported a net loss of $9.3 million on $185.6 million
of sales for fiscal year ended Jan. 29, 2011, compared with a net
loss of $9.1 million on $185.4 million of sales for the fiscal
year ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed $48.0 million
in total assets, $54.0 million in total liabilities, and a
stockholders' deficit of $6.0 million.

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

                       http://is.gd/bvxNcD

                        Bankruptcy Warning

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

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

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

                       About Bakers Footwear

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


BANKRATE INC: Moody's Reviews B2 Ratings After $500MM IPO Plan
--------------------------------------------------------------
Moody's Investors Service placed Bankrate, Inc.'s B2 Corporate
Family Rating and B2 senior secured bond rating on review for
possible upgrade following the company's filing for a $500 million
initial public offering.  The review reflects the meaningful
reduction in debt and leverage that would result from Bankrate's
use of the IPO proceeds including its plans to exercise the 35%
claw back provision in its senior notes indenture and redeem its
preferred stock, which Moody's partially includes in debt.

On Review for Possible Upgrade:

Issuer: Bankrate, Inc.

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently B2

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently B2

Outlook Actions:

Issuer: Bankrate, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

RATING RATIONALE

In the review, Moody's will evaluate the split of proceeds between
Bankrate and other selling shareholders and the company's planned
use of proceeds.  Moody's expects Bankrate will retain a portion
of the cash for general corporate purposes including future
acquisitions.  Moody's will consider how additional acquisitions
might affect the company's market position and business mix.
Finally, Moody's will evaluate Bankrate's financial policies
subsequent to the transaction including planned use of free cash
flow, the likelihood of a dividend being implemented, and the
prospect for future leveraging transactions given event risks
associated with continued partial ownership by private equity
sponsor Apax Partners.

Moody's currently expects to upgrade Bankrate's CFR and senior
secured bond rating to B2 from B1 if the IPO is completed, subject
to a review of the aforementioned issues.  Bankrate's B1
Probability of Default Rating (PDR) is not affected pending
Moody's evaluation of whether the company will put in place a
revolving credit facility with financial maintenance covenants,
which would result in adjusting the family recovery estimate under
Moody's quantitative notching model to 50% from 35%.  The PDR
would be unchanged at B1 if the family recovery estimate is
changed to 50%.  The loss given default assessment and point
estimate on the senior secured notes are subject to change based
on the post-IPO debt structure and the potential change in the
family recovery estimate.

Moody's estimates that Bankrate's debt-to-EBITDA leverage (4.1x FY
2010 incorporating Moody's standard adjustments and pro forma for
a full year of the NetQuote.com and Credit Cards.com operations
acquired during 2010 and for the settlement of dissenting
shareholder litigation in February 2011 relating to the Apax-
sponsored 2009 buyout) will decline to below 2. 5x upon completion
of the IPO.  The market position and leverage profile would afford
the company flexibility within the anticipated B1 CFR for a
moderate level of acquisition activity, which Moody's expects will
continue.

Bankrate's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Bankrate's core industry and
believes Bankrate's ratings are comparable to those of other
issuers with similar credit risk.

Bankrate, headquartered in North Palm Beach, FL, is a privately
owned network of consumer banking and personal finance websites,
which provides information on many finance related matters
including mortgages, credit cards, auto loans, money market
accounts, certificates of deposit, and home equity loans.
Bankrate's revenue for fiscal year 2010 pro forma for the NetQuote
and CreditCards acquisitions was approximately $300 million.


BARNES BAY: Court Considers Hiring of Kevin Nystrom as CRO Today
----------------------------------------------------------------
Barnes bay Development Ltd., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to employ Zolfo Cooper Management,
LLC and Zolfo Cooper (BVI) Limited and designate Kevin Nystrom as
Chief Restructuring Officer.

Mr. Nystrom will serve as the CRO of the Debtors and ZC will
assign associate directors of restructuring to perform other
services as needed.

ZC and MR. Nystrom will be authorized to make decisions with
respect to all aspects of the management and operation of the
Debtors' businesses.

ZC and Mr. Nystrom's hourly rates are:

     Managing Directors                     $775 - $825
     Professional Staff                     $230 - $695
     Support Personnel                       $55 - $295

ZCBVI's hourly rates are:

     Partners and Directors                 $630 - $700
     Professional Staff                     $240 - $575
     Support Staff                             $100

To the best of the Debtors' knowledge, ZC and Mr. Nystrom are
?disinterested persons? as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors propose a hearing on their requested employment of ZC
and Mr. Nystrom today, May 3, 2011, at 9:30 a.m.

           Creditors Object to Restructuring Consultant

Evan Weinberger at Bankruptcy Law360 reports that Barnes Bay
Development Ltd.'s unsecured creditors said that the Company's
choice for a restructuring consultant should be required to answer
serious conflict-of-interest questions prior to gaining court
approval.

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Debtor disclosed $3,331,282 in
assets and $481,840,435 in liabilities as of the Chapter 11
filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as the Creditors Committee's financial advisors.


BARSON HOLDING: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Barson Holding Company, Inc
        2701 Industrial Ave 3
        Fort Pierce, FL 34946

Bankruptcy Case No.: 11-21647

Chapter 11 Petition Date: April 29, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brad Culverhouse, Esq.
                  BRAD CULVERHOUSE, ATTORNEY AT LAW, CHARTERED
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ricoh                                            $800
P.O. box 73210
Chicago, IL 60673-0001

The petition was signed by George Barson, president and director.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Modular Medical Systems, Inc.          10-42041   10/21/11


BERKELEY DELAWARE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Berkeley Delaware Court, LLC
        11650 Iberia Place, #110
        San Diego, CA 92128

Bankruptcy Case No.: 11-07128

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Dennis Winters, Esq.
                  WINTERS LAW FIRM
                  1820 East 17th Street
                  Santa Ana, CA 92705
                  Tel: (714) 836-1381
                  Fax: (714) 542-2495
                  E-mail: winterslawfirm@cs.com

Scheduled Assets: $20,000,000

Scheduled Debts: $13,712,428

The petition was signed by Said Adeli, managing member.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HDO Architects                     Trade Debt              $10,000
Camino Duablo
Walnut Creek, CA 94597

Amherst Real Estate                Trade Debt              $10,000
12121 Wilshire, Suite 959
Los Angeles, CA 90025

DPC Consulting Engineers           Trade Debt               $6,000
1504 Encinal Avenue, #D
Alamenda, CA 94501

EBMUD                              Trade Debt               $6,000

Rina Accountancy                   Trade Debt               $6,000

MPA Design                         Trade Debt               $5,000

Lawrence Neal Attorney             Trade Debt               $5,000

EDI Contracting                    Trade Debt               $5,000

PG&E                               Trade Debt               $3,500

Aquatech Consultancy               Trade Debt               $3,000

Land Development Solution          Trade Debt               $2,000

Alan Kropp & Assoc                 Trade Debt                 $578

CSC Services                       Trade Debt                 $350


BIDKA PLAZA: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bidka Plaza, L.P.
        13733 Omega Road
        Dallas, TX 75244

Bankruptcy Case No.: 11-32781

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Frances Anne Smith, Esq.
                  SHACKELFORD MELTON & MCKINLEY
                  3333 Lee Parkway, Tenth Floor
                  Dallas, TX 75219
                  Tel: (214) 780-1400
                  Fax: (214) 780-1401
                  E-mail: fsmith@shacklaw.net

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txnb11-32781.pdf

The petition was signed by Dan H. Adhamy, president.


BISHOP'S CORNER: In Receivership; Judge to Close Nursing Home
-------------------------------------------------------------
Rinker Buck at The Hartford Courant reports that four troubled
nursing homes in West Hartford, Rocky Hill and the New Haven area
that have been under state receivership since January will be
closing after a Superior Court judge concluded that they were not
financially viable and that serious buyers could not be found.

According to the report, Judge Jerry Wagner issued a court order
Wednesday closing the homes, saying that the state's cost of
maintaining them was too high and that there were sufficient beds
in other nursing homes nearby to accommodate the patients.

The four homes are:

   -- Bishops Corner Skilled Nursing & Rehabilitation in West
      Hartford;

   -- Rocky Hill Skilled Nursing and Rehabilitation;

   -- Soundview Skilled Nursing & Rehabilitation in West Haven;
      and

   -- University Skilled Nursing & Rehabilitation in New Haven.

The report notes that receiver Phyllis A. Belmonte concluded that
the homes were not financially viable because their occupancy
rates had dropped to 85% or lower.  The report relates that the
departments of social services and public health will supervise
the relocation of patients to other homes.

The procedures followed by the state include relocating patients
no more than 15 miles from their present homes, and allowing them
to jump to the front of the waiting lists at their new homes, the
report adds.


BORDERS GROUP: Court OKs Modified Bonus Plan for Executives
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved Borders Group, Inc. and its debtor
affiliates' Key Employee Incentive Plan and Key Employee
Retention Plan on modified terms and conditions that entitle the
Company's executives to an aggregate of up to $7 million in
payouts.

The maximum potential aggregate payout under the modified KEIP is
$5.8 million and under the KERP is $1.2 million, according to
Borders' regulatory filing with the U.S. Securities and Exchange
Commission on April 28, 2011.

The Debtors informed Judge Glenn at the April 14, 2011 hearing,
that they negotiated changes to the form of the KEIP with the
Official Committee of Unsecured Creditors in response to informal
comments exchanged between the parties.  However, Tracy Hope
Davis, the U.S. Trustee for Region 2, was not satisfied that the
negotiated changes sufficiently addressed the concerns raised in
her objection.  The Court thus adjourned the hearing to April 22.

After extensive negotiations between the parties, the Debtors
filed with the Court on April 21 a proposed order with a term
sheet reflecting further revisions to the KEIP with the KERP left
unaltered.  Holly Felder Etlin, Borders Group senior vice
president, submitted to the Court a supplemental declaration in
support of the proposed order.

In her declaration, Mr. Etlin assured the Court that none of the
25 critical employees who are participants under the KERP are
insiders of the Debtors.  She clarified that one critical
employee, an associate general counsel, who also serves as the
Debtors' corporate secretary is likewise not an insider of the
Debtors.  She disclosed that the Critical Employees' annual base
salaries range from $93,000 to $175,000.  Only one Critical
Employee makes a base salary of $175,000, and the next two
highest paid Critical Employees receive base salaries of
$155,000.

At the April 22 hearing, the U.S. Trustee said the changes to the
KEIP embodied in the proposed order, coupled with additional
information provided in the supplemental Etlin declaration were
sufficient.  The U.S. Trustee then withdrew her objection to the
Debtors' Motion.

Judge Glenn signed the proposed order on April 22, finding that
the relief sought in the Debtors' Motion is in the best interests
of the Debtors, their estates and creditors.

In an interview with Bloomberg News, Borders' counsel, Andrew
Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, said the bonuses will be about $6 million near the high
range.  "We think this resolution will ultimately benefit the
company," Bloomberg quoted the lawyer as saying.

In a 26-page memorandum of opinion explaining the April 22 order,
Judge Glenn stated that the KEIP and KERP are the product of the
Debtors' proper exercise of business judgment.

"The KEIP is reasonably intended to incentivize management to
achieve specific financial and bankruptcy goals in a stated
timeframe," Judge Glenn held.  "Furthermore, given the departure
of important personnel, the KERP is necessary to retain non-
insiders during the pendency of the Debtors' chapter 11 cases."

Judge Glenn noted that the KEIP is keyed to the achievement of
the Incentives, distributions to unsecured creditors, and either
a Section 363 going concern sale or the filing of a
reorganization plan.  The KERP, he opined, is also appropriately
constructed to retain non-insiders that the Debtors believe are
critical to continue their operations.

Judge Glenn is mindful that the wellbeing of all of the Debtors'
employees is predicated on the success of the Debtors during the
pendency of their Chapter 11 cases.  He acknowledged that the
Debtors employ about 11,000 full-time or part-time employees who
depend on the Debtors stabilizing their business and exiting
Chapter 11 as a going concern, an objective that will be much
more difficult to achieve without an experienced and committed
workforce.

The Court believes that the Proposed Employee Plans contain
targets that, if met, will best preserve the Debtors' business as
a going concern.

Judge Glenn further found that the Proposed Plans are also
reasonable in light of the Debtors' financial situation.  "The
maximum total cost of the KEIP and the KERP is approximately $3.9
million, representing only 0.17% of the Debtors' revenue for 2010
and 0.26% of the Debtors' projected revenue in its year
of emergence from bankruptcy," Judge Glenn stated.  When compared
to similar programs identified by Mercer (US) Inc., this
percentage falls far below the average of 0.39%, Judge Glenn
pointed out.

The Debtors have also shown that the Proposed Plans do not
discriminate unfairly, Judge Glenn stated.  The record is clear
that all 15 Executives have been identified by the Debtors as
having the most control over them, and therefore, influence over
the reorganization process.  With respect to the KERP, the KERP
Employees all perform a variety of critical functions that are of
paramount importance to the Debtors' reorganization effort.  In
sum, the Debtors have carefully selected a leadership team that
will manage them and their ongoing business during the pendency
of the restructuring process, Judge Glenn opined.

The Proposed Plans comport with industry standards, Judge Glenn
added.  Assuming the Debtors' projected revenue in the year of
emergence is $1.5 billion, the maximum cost of the KEIP will be
0.18% of revenue.  The Court is also satisfied that the Proposed
Plans are structured in a manner that is consistent with other
incentive and retention plans implemented by other corporate
chapter 11 debtors.

A full-text copy of the Bankruptcy Court's 26-page memorandum of
opinion is available for free at:

    http://bankrupt.com/misc/Borders_Apr27Memorandum.pdf

                        Modified KEIP Terms

The KEIP, as modified, covers 15 key executives who are critical
to the Debtors' restructuring and reorganization efforts.  The
Court approved two separate plans under the KEIP as set forth in
the Term Sheet, the Management Plan and the Senior Management
Plan:

A. Management Plan

  Borders' ten Vice Presidents may earn 40% of their base
  compensation that was in effect on Feb. 16, 2011, if
  the Company achieves these goals:

  Cost Savings:

  * Real estate lease amendments after Feb. 16, 2011 and
    before May 31, 2011 that provide at least $10 million of
    annualized rent reductions for each of 2011 and 2012
    (excluding any rent reductions allocable to store closings);
    or

  * Implementation of non-headcount annualized cost reductions
    associated with either contract rejection or renegotiation
    (excluding the real estate lease amendments above and any
    rejections of contracts or leases associated with any
    closing stores) of $10 million by June 30, 2011.

  Disposition:

  * The Court enters an order approving a sale of substantially
    all of the Company's assets as a going concern, which sale
    must be consummated within 60 days thereafter;  or

  * The Court enters an order confirming a plan of
    reorganization resulting in an ongoing business, including
    the continued operation of substantially all of current
    remaining stores, which plan must go effective within 30
    days thereafter.

  The qualifying transaction -- a sale or plan of reorganization
  -- must be supported by the Official Committee of Unsecured
  Creditors and must be approved by an order of the Court
  entered no later than Nov. 16, 2011.

B. Senior Management Plan

  Borders' top five senior executives -- Mike Edwards, Scott
  Henry, Michele Cloutier, James Frering and Rosalind Thompson
  -- may earn a bonus of:

  (i) 75% of their base compensation that was in effect on the
      Feb. 16, 2011, if the cost savings and disposition
      goals are met no later than Aug. 16, 2011; or

(ii) 55% of their base salary if the goals summarized are
      achieved and approved by the Court no later than
      Nov. 16, 2011.

  In addition, if a qualifying transaction results in value
  available for distribution to general unsecured creditors
  (after payment of all secured, administrative and priority
  claims), senior management participants will receive an
  additional bonus in accordance with this schedule:

     * For a value of $73 million, but less than $85 million,
       participants will be entitled to an additional 75% of
       their base compensation;

     * For a value of $85 million, but less than $95 million,
       participants will be entitled to an additional 100% of
       their base compensation; or

     * For a value of $95 million or more, participants will be
       entitled to an additional 125% of their base
       compensation.

  In order to constitute "value," the Creditors' Committee will
  consider:

     * cash;

     * securities in a company, other than reorganized Borders,
       all of which will be acceptable to the Creditors'
       Committee in its absolute and sole discretion;

     * a note payable from a payor all of which will be
       acceptable to the Creditors' Committee in its absolute
       and sole discretion; or

     * potentially equity securities in reorganized Borders if
       the valuation were acceptable to the Creditors'
       Committee, including the terms and valuation of those
       securities.

No bonuses will be paid under the Management Plan or the Senior
Management Plan in the event of a liquidation.  Moreover, if any
portion of the KEIP is paid, management will waive their right to
seek or request payment of any other form of bonus, severance
pay, change of control or other termination benefits.

The maximum potential aggregate payout under the KEIP is $5.8
million.

                           KERP Terms

The Court also approved the Debtors' implementation of the KERP,
covering about 25 of their director-level employees who the
Debtors have determined are critical to their business and
reorganization.  A small number of other key employees may
participate in a discretionary pool under the KERP based on the
judgment of the Debtors' Executive Committee, comprised of the
five highest-level executive officers.

The Debtors estimate that the total aggregate payout under the
KERP will be approximately $1.2 million.

                Prepetition Employment Agreements

In connection with the Court's April 22 order, the Debtors
withdrew a request for them to assume the employment agreements
of Scott D. Henry, Borders executive vice president and chief
financial officer; Michele M. Cloutier, Borders executive vice
president and chief merchandising officer; Jason Cline, vice
president of Financial Planning and Analysis of Borders; and Glen
Tomaszewski, Borders vice president, chief accounting officer and
controller, entered into before the Petition Date.

The Court nevertheless authorized the payment to these officers a
part or all of their bonuses provided for under the prepetition
employment agreements:

      Officer                     Bonus Payment
      -------                     -------------
      Scott Henry                    $100,000
      Michele Cloutier               $100,000
      Jason Cline                     $75,000
      Glen Tomaszewski               $100,000

Half of these amounts are payable on May 22, 2011, and the other
half payable on July 21, 2011.   In order for each of the
individuals to be entitled to his or her bonus, the individual
must be an employee in good standing on the date the payment is
due.

Mr. Henry and the other executives will continue to work with the
Debtors and have a new employment agreement.

A full-text copy of the Term Sheet is available for free at:

    http://bankrupt.com/misc/Borders_IncentiveTermSheet.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: Said to Seek $50 Million in Add'l Financing
----------------------------------------------------------
Borders Group, Inc. is seeking at least $50 million in additional
financing due to lower sales and publishers' demand for cash in
advance, according to two people who have seen the Company's
plans to reorganize, Lauren Coleman-Lochner, Matthew Townsend and
Tiffany Kary of Bloomberg News reported.

The people, who declined to be identified because the process is
not public, disclosed that Borders need the funds for its
emergence from bankruptcy, Bloomberg relayed.  The people stated
that Borders' $505 million postpetition financing will offer
sufficient capital for the next few months, Bloomberg noted.
However, Borders may risk liquidation without further investment
with easier terms from vendors or a buyer, the people told
Bloomberg.

Some publishers have rejected a reorganization proposal that
Borders showed them in private, a person familiar with the
publishers' strategy disclosed, Bloomberg relayed.  One publisher
found the revenue projections unrealistic because Borders no
longer has enough stores to generate the expected sales, said the
person who declined to be named due to the private nature of the
Borders' presentations, Bloomberg stated.

Borders' annual sales may drop to $1.5 billion, less than half
what the Company generated two years ago, Bloomberg stated,
citing court papers.  Borders is liquidating a third of its more
than 600 stores, and has yet to file an outline of its
reorganization plan with the Court, Bloomberg added.

                        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: Wants Removal Period Extended Until Sept. 14
-----------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, Borders Group ask Judge Glenn to extend the
time by which they must file notices of removal of civil actions
and proceedings to which they are or may become party to, to the
later of:

(a) Sept. 14, 2011; or

(b) 30 days after the entry of an order terminating the
     automatic stay with respect to the particular Civil Action
     sought to be removed.

Pursuant to Rule 9027(a)(2), the Debtors' existing removal action
period for civil actions that have not been stayed pursuant to
Section 362(a) of the Bankruptcy Code expires on May 17, 2011.
With respect to a postpetition Civil Action, the Debtors have
only 30 days from receipt to determine whether removal is
appropriate.

As of the Petition Date, the Debtors are parties to more than 75
civil actions pending in various state and federal courts, the
majority of which are employment-related claims, intellectual
property claims and collection actions against certain of the
Debtors' subtenants.  Many of the Civil Actions are subject to
removal pursuant to Section 1452 of Title 28 of the U.S. Code,
which applies to claims relating to bankruptcy cases.

Since the Petition Date, the Debtors have concentrated on
stabilizing their business, managing their Chapter 11 cases, and
implementing an operational restructuring, Andrew K. Glenn, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, relates.
Most recently, the Debtors have been focusing on formulating a
viable business plan and plan of reorganization, he tells the
Court.

Against this backdrop, the Debtors have not have had sufficient
time to determine which, if any, of the Civil Actions should be
removed, Mr. Glenn points out.  The Debtors thus believe that the
proposed extension will provide them with the necessary
additional time to make appropriate decisions concerning the
removal of the Civil Actions.

Mr. Glenn assures the Court that the rights of any party to the
Civil Actions will not be prejudiced by the proposed extension.
If the Debtors ultimately seek to remove any action pursuant to
Rule 9027, any party to the litigation can seek to have that
action remanded pursuant to Section 1452(b), which provides that
"[t]he court to which such claim or cause of action is removed
may remand such claim or cause of action on any equitable
ground," he notes.

The Debtors reserve the right to assert in their Chapter 11 cases
or in any other appropriate forum that any or all of the Civil
Actions are stayed by Section 362 of the Bankruptcy Code, and
thus, pursuant to Rule 9027(a)(2)(B), their right to remove those
Civil Actions would be preserved until 30 days after entry of an
order lifting the automatic stay with respect to the Civil
Actions.

Judge Glenn will consider the Debtors' request on May 11, 2011.
Objections are due no later than May 4.

                        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: Incurs $299,000,000 Net Loss for Fiscal Year
-----------------------------------------------------------
Borders Group, Inc. filed with the U.S. Securities and Exchange
Commission on April 29, 2011, an annual report on Form 10-K for
the fiscal year ended Jan. 29, 2011.

Borders Chairman and Chief Effective Officer Bennett S. LeBow
states that the Company incurred a net loss of $299 million for
the year ended Jan. 29, 2011, and had negative working capital
and a stockholders' deficit as of the relevant period.  To
improve performance and address the competitive challenges within
its industry, he relates, the Company has developed a strategic
plan for the ongoing operation of its business.  Successful
implementation of the Company's plan, however, is subject to
numerous risks and uncertainties, he notes.  Moreover, the
increasingly competitive industry conditions under which the
Company operates have negatively impacted its results of
operations and cash flows and may continue to do so in the
future, he points out.  "These factors raise substantial doubt
about our ability to continue as a going concern," Mr. LeBow
relates.

Cash flow from operating activities of Borders' continuing
operations increased $19.4 million, or 60.0%, to $51.7 million in
2010 from $32.3 million in 2009.  This was primarily due to a
larger decrease in the Company's inventory levels, net of the
change in accounts payable, in 2010 as compared to 2009.

Net cash provided by investing activities of the Company's
continuing operations was $12.4 million in 2010.  This was
primarily due to the proceeds received on the sale of the
Company's former Paperchase subsidiary of $31.2 million,
partially offset by capital expenditures of $18.8 million.

Net cash used for financing activities of Borders' continuing
operations was $58.1 million in 2010.  This was a result of
repayments of borrowings under the Prepetition Credit Agreement
of $63.8 million, repayment of term loan financing of $42.5
million provided by Pershing Square, partial payment of the Pre-
Petition Term Loan Agreement of $41.2 million and the payment of
financing costs related to the Pre-Petition Credit Agreement and
Pre-Petition Term Loan Agreement totaling $24.8 million.

According to Mr. LeBow, capital expenditures in 2010 and 2009
were significantly reduced compared to the $69.9 million invested
in 2008.  Capital spending in 2011 is expected to be relatively
flat compared to 2010, he says.

        Liquidity after Chapter 11 Bankruptcy Filing

The Company has incurred and expects to continue to incur
significant costs associated with its Chapter 11 cases and its
reorganization.

Following its bankruptcy filing on Feb. 16, 2011, the
Company's most significant sources of liquidity are funds
generated by borrowings under the DIP Credit Agreement and cash
generated by operating activities.  "Borrowings typically peak in
the fall as we build inventories in anticipation of the holiday
selling season.  Conversely, borrowings reach their lowest levels
during December," Mr. Lebow relates.  "Our liquidity is impacted
by a number of factors, including our sales levels and operating
performance, and our borrowing capacity under the DIP Credit
Agreement.  In addition, the lenders under the DIP Credit
Agreement have the right to periodically obtain third party
valuations of the liquidation value of our inventory, and the
lowering of the liquidation value of our inventory reduces the
amount that we are able to borrow under the DIP Credit
Agreement," he continues.

As part of its restructuring, the Company has initiated in
February 2011, a store reduction plan to close 226
underperforming superstores.  The Company expects the store
closing plan to be substantially completed by the end of May
2011.  According to Mr. LeBow, those closures will result in a
reduction of the Company's future consolidated sales, cost of
sales (including occupancy costs), and selling, general and
administrative expenses, where certain store operating costs are
classified.  The Company anticipates incurring costs in fiscal
2011 associated with the termination of the related leases.
Fiscal 2010 sales and operating losses related to the closing
stores were $720.4 million and ($68.4) million, and at Jan.
29, 2011, the carrying values of inventory and long-lived assets
were $217.8 million and $30.2 million, he discloses.

"Based upon our current internal financial forecasts, we believe
that we will have sufficient amounts available under the DIP
Credit Agreement, plus trade credit extended by our vendors and
cash generated from operations, to fund our anticipated cash
requirements through the end of our 2011 fiscal year.  These
forecasts depend, however, on several important assumptions,
including our ability to obtain vendor credit terms more
favorable than those now in place," Mr. LeBow points out.
Virtually all of the Company's major merchandise vendors
currently require payment in advance of shipment, he says.

The Company's current internal forecasts assume that it will be
able to obtain increased levels of vendor trade credit sufficient
to support its continued operations, Mr. LeBow notes.  "Failure
to achieve forecasted levels of vendor trade credit, forecasted
levels of sales and operating performance or other factors could
result in a liquidity shortfall prior to the end of our 2011
fiscal year," he says.

"There can be no assurance that cash on hand, cash generated
through operations, and other available funds will be sufficient
to meet our reorganization or ongoing cash needs, that we will
remain in compliance with all the necessary terms and conditions
of the DIP Credit Agreement, or that the lending commitments
under the DIP Credit Agreement will not be terminated by the
lenders," Mr. LeBow says.  "As a result, we may be required to
consider other alternatives to maximize the potential recovery
for our various creditor constituencies, including a possible
sale of the Company or certain of our material assets pursuant to
Section 363 of the Bankruptcy Code, or the conversion of the
Chapter 11 Cases into a liquidation under Chapter 7 of the
Bankruptcy Code."


A copy of Borders Group's 2010 Annual Report is accessible at the
SEC site at http://ResearchArchives.com/t/s?75e5


           Borders Group, Inc. and its Subsidiaries
                  Consolidated Balance Sheets
           For the Twelve Months Ended Jan. 29, 2011

ASSETS
Current assets:
Cash and cash equivalents                          $24,700,000
Merchandise inventories                            638,500,000
Accounts receivable and other current assets        55,400,000
Deferred income taxes                                        -
Current assets of discontinued operations                    -
                                               ---------------
Total current assets                              718,600,000

Property and equipment, net                         215,800,000
Other assets                                         30,300,000
Deferred income taxes                                         -
Non-current assets of discontinued operations                 -
                                               ---------------
  TOTAL ASSETS                                    $964,700,000
                                               ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion
of long-term debt                                $216,700,000
Trade accounts payable                             344,800,000
Accrued payroll and other liabilities              241,200,000
Taxes, including some taxes                         33,600,000
Current liabilities of discontinued operations               -
                                               ---------------
Total current liabilities                          836,300,000

Long-term debt                                        1,200,000
Other long-term liabilities                         280,900,000
Long-term liabilities of discontinued operations              -
                                               ---------------
Total liabilities                                1,118,400,000

Stockholders' equity:
Common stock                                       188,600,000
Accumulated other comprehensive income                       -
Retained deficit                                  (342,300,000)
                                               ---------------
Total stockholders' equity                        (153,700,000)
                                               ---------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $964,700,000
                                               ===============

           Borders Group, Inc. and its Subsidiaries
             Consolidated Statements of Operations
         For the Twelve Months Ended Jan. 29, 2011

Sales                                            $2,252,800,000
Other revenue                                        22,100,000
                                               ---------------
Total revenue                                   2,274,900,000
Cost of merchandise sold (includes occupancy)     1,900,900,000
                                               ---------------
Gross margin                                      374,000,000
Selling, general and administrative expenses        589,000,000
Goodwill impairment                                           -
Gain on sale of seasonal kiosk assets                (8,300,000)
Asset impairments and other write-downs              89,700,000
                                               ---------------
Operating loss                                   (296,400,000)
Interest expense                                     33,400,000
Warrant/put expense (income)                        (30,800,000)

Total interest expense                              2,600,000
                                               ---------------
Loss before income tax                           (299,000,000)
Income tax provision (benefit)                        1,300,000
                                               ---------------
Loss from continuing operations                  (300,300,000)
(Loss) income from operations of
discontinued operations                             (2,200,000)
Gain (loss) from disposal of
discontinued operations                              3,500,000
                                               ---------------
Gain from discontinued operations (net of tax)      1,300,000
                                               ---------------
  NET LOSS                                       ($299,000,000)
                                               ===============

            Borders Group, Inc. and its Subsidiaries
              Consolidated Statements of Cash Flows
            For Twelve Months Ended Jan. 31, 2011

Cash provided by:
Net loss                                         ($299,000,000)
Net gain from discontinued operations                1,300,000
                                               ---------------
Loss from continuing operations                   (300,300,000)

Operations
Adjustments to reconcile loss from continuing
operations to operating cash flows:
Depreciation                                       77,800,000
Loss on disposal of assets                          1,100,000
Stock-based compensation cost (income)              1,300,000
(Decrease) increase in warrant liability          (33,100,000)
(Decrease) increase in deferred income taxes        3,000,000
Decrease in other long-term assets                 23,800,000
Decrease in other long-term liabilities           (32,200,000)
Goodwill impairment                                         -
Write-off of intangible asset                               -
Asset impairments and other write-downs            89,700,000
Amortization of term loan discounts                 2,700,000

Cash provided by (used for) current assets
and current liabilities:
Decrease in inventories                           215,600,000
Decrease in accounts receivable                     4,000,000
Decrease in prepaid expenses                        7,500,000
Decrease in accounts payable                         (300,000)
Increase in taxes payable                           1,200,000
Decrease in accrued payroll & other liabilities   (10,100,000)
                                               ---------------
   Net cash provided by operating activities
   of continuing operations                         51,700,000
                                               ---------------

Investing
Capital expenditures                               (18,800,000)
Proceeds from the sale of discontinued
operations                                         31,200,000
                                               ---------------
   Net cash provided by (used for) investing
   activities of continuing operations              12,400,000
                                               ---------------

Financing
Net repayment of credit facility                   (63,800,000)
Proceeds from the issuance of term loan             90,000,000
Repayment of (funding from) prior term loan        (42,500,000)
Issuance of long-term debt                                   -
Deferred financing costs                           (24,800,000)
Repayment of short-term term loan                  (41,200,000)
Repayment of long-term capital lease obligations    (1,200,000)
Issuance of common stock                               400,000
Equity transaction                                  25,000,000
Repurchase of common stock                                   -
Proceeds from the excess tax benefit of options
exercised                                                   -
Payment of cash dividends                                    -
                                               ---------------
   Net cash used for financing activities of
   continuing operations                           (58,100,000)
                                               ---------------

Net cash provided by (used for) operating
activities of discontinued operations                4,400,000
Net cash used for investing activities of
discontinued operations                             (4,500,000)
Net cash provided by (used for) financing
activities of discontinued operations                1,300,000
Effect of exchange rates on cash and cash
equivalents of discontinued operations                (400,000)
                                               ---------------
Net cash provided by (used for) discontinued
operations                                             800,000
                                               ---------------
Net increase (decrease) in cash and cash
equivalents                                          6,800,000
                                               ---------------
Cash and cash equivalents at beginning of year       17,900,000
                                               ---------------
Cash and cash equivalents at end of year            $24,700,000
                                               ===============


                        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)


C-FSG425 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: C-FSG425, LLC
        3455 Cliff Shadows Parkway
        Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 11-16560

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                Case No.
  ------                                --------
C-FSG425, LLC                           11-16560
C-FSG427, LLC                           11-16568
C-FSG428, LLC                           11-16571
B-NWI2                                  11-16584

Chapter 11 Petition Date: April 29, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Craig F. Robinson, II
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: crobinson@isbnv.com

C-FSG425's Scheduled Assets: $2,201,500

C-FSG425's Scheduled Debts: $2,127,000

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

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

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B-SWDE3, LLC                           09-29051   10/09/09
B-SWDE3, LLC                           09-29051   10/09/09
B-PVL1, LLC                            09-29147   10/12/09
A-SWDE1, LLC                           09-34216   12/29/09
A-JVP1, LLC                            09-34236   12/29/09
B-SWDE2, LLC                           09-33470   12/15/09
B-NWI1, LLC                            10-15774   04/02/10
B-JVP1, LLC                            10-16641   04/16/10
B-VLP2, LLC                            10-16660   04/16/10
B-PVL2, LLC                            10-16648   04/16/10
B-VLP1, LLC                            10-16655   04/16/10
B-VV1, LLC                             10-18284   05/05/10
A-NGAE1, LLC                           10-18719   05/12/10
B-SWDE6, LLC                           10-30194   10/27/10
B-SWDE7, LLC                           10-30199   10/27/10
B-SCT2, LLC                            10-31307   11/10/10
B-SCT1, LLC                            11-11560   02/04/11
G-SWDE1, LLC                           11-11991   02/14/11
C-NW358, LLC                           11-13424   03/11/11
C-NW361, LLC                           11-13431   03/11/11
C-NW362, LLC                           11-13435   03/11/11
C-SWDE382, LLC                         11-13438   03/11/11
C-SWDE383, LLC                         11-13440   03/11/11
C-SWDE384, LLC                         11-13442   03/11/11
C-SWDE348, LLC                         11-13942   03/21/11


CATALYST PAPER: Incurs C$12.9-Mil. First Quarter Net Loss
---------------------------------------------------------
Catalyst Paper reported a net loss attributable to the Company of
C$12.90 million on C$303.60 million of sales for the first quarter
of 2011, compared with a net loss attributable to the Company of
C$44.10 million on C$273.30 million of sales for the first quarter
of the prior year.

"Despite the normal seasonal slump in this early part of the year,
quarter-to-quarter prices improved for most paper grades, and pulp
markets were strong after a brief falter in late 2010," said
President and CEO Kevin J. Clarke.  "It wasn't enough to balance
the impact of an above-par Canadian dollar and inflationary cost
pressures on our Q1 results.  However, our order book is strong as
we head into the second quarter and we continue to look to grow
share in our key product lines in the balance of the year.  On the
operations side, full mill shutdowns for planned maintenance at
our Powell River and Snowflake mills will have an impact on our
production volumes in the second quarter."

                         Market Conditions

North American demand for specialty papers was down year-over-
year.  However, benchmark prices for coated mechanical and soft
calendered grades improved modestly and Catalyst announced price
increases effective April 1.  Directory experienced a more
significant year-over-year demand decline, although higher annual
contract prices bumped the average benchmark price upward.  In the
specialties paper segment as a whole, sales volumes and average
sales revenues were down from the prior quarter.

North American demand for newsprint continued to slip year-over-
year, although at a relatively modest pace, and capacity closures
and curtailments supported high operating rates and price
stability.  Newsprint sales volumes and average sales revenues
were down and the Crofton No. 1 paper machine, representing 34,500
tonnes of capacity, remained indefinitely curtailed.

Global demand for NBSK pulp increased year-over-year largely due
to a further rise in Chinese demand.  This re-started the price
recovery that first began in 2009 and paused in the final quarter
of 2010.  The benchmark price for China was up four per cent over
the previous quarter.  While sales volumes were down, average
sales revenue was up $10 per tonne.  Average delivered cash costs
were also up, reflecting the impact of a 13-day planned
maintenance shutdown at Crofton.

                     Cash Flows and Liquidity

Cash flows from operations were negative $13.0 million, improved
from negative $29.8 million in the same quarter of 2010 due mainly
to higher EBITDA.  Catalyst redeemed US$26.0 million of remaining
2011 senior notes in February, achieving modest interest savings
on the early repayment.

Total liquidity was up by $48.4 million over the same quarter in
2010, due to notes issued in the second quarter of 2010 and to the
higher borrowing base resulting from higher inventory and accounts
receivable associated with increased production and sales.
Compared with the previous quarter, liquidity was down by $21.5
million, due largely to the early redemption of the 2011 notes.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/6MMGuV

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at Dec. 31, 2010, showed
C$1.696 billion in total assets, C$1.293 billion in total
liabilities, and stockholders' equity of C$403.4 million.

                          *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CEDAR FUNDING: Hearing on Sanctions vs. Ex-Owner Delayed to Aug. 6
------------------------------------------------------------------
Larry Parsons at the Monterey Herald reports that Judge Charles
Novack delayed a request for sanctions against former Cedar
Funding owner David Nilsen by the outgoing trustee for the failed
Monterey mortgage lender.

Judge Novack scheduled a hearing on the sanctions request for Aug.
5, 2011, and another related hearing for July 8, 2011, on a bid by
the trustee to question Mr. Nilsen about rental income from a
Pasadera home, according to the report.

The Monterey Herald says Mr. Nilsen, who faces federal charges of
wire, mail and securities fraud, opposed the requests by Todd
Neilson, the trustee who oversaw Cedar Funding's assets for the
past three years under the firm's Chapter 11 reorganization.  The
trustee accused Mr. Nilsen of running the company for at least
four years as a Ponzi scheme.  Mr. Nilsen was indicted in
September 2009 by a federal grand jury and faces trial on the
criminal changes in November.

Mr. Nilsen asked the bankruptcy judge to block the trustee's
requests until after his criminal case because they could harm his
Fifth Amendment right against self-incrimination.

The trustee accused Mr. Nilsen of tampering with two properties
belonging to the bankruptcy estate -- homes in Carmel Valley and
the Pasadera subdivision -- and wanted to question him about
rental income from the Pasadera home.

Trustee attorney Cecily Dumas said Nilsen's attorney told the
judge that his client would invoke his Fifth Amendment rights if
questioned about the Pasadera rental income.  And he said federal
postal inspectors had already questioned tenants, Ms. Dumas said.
The judge directed the trustee to employ the same method to
ascertain how much rental income may be owed to the bankruptcy
estate, she said.

Under the reorganization plan approved by creditors earlier this
year, Mr. Neilson, the trustee, is assigning management of the
assets to plan administrator Russell Burbank, a San Francisco
turnaround specialist.

                      About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 08-52709) on May 26, 2008 due to the collapse of its Ponzi
scheme.  Cedar Funding accepted many millions of dollars from
hundreds of individuals who believed they were acquiring
fractional interests in loans that were secured by real property.
Many more invested with CFI through a related entity, Cedar
Funding Mortgage Fund LLP, that acquired fractional interests in
the name of the Fund.  CFI failed to record assignments of its
deeds of trust that would have provided security interests to most
of its investors, including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents Mr. Neilson.  The Debtor estimated assets of
less than $50,000 and debts of $100 million to $500 million in its
Chapter 11 petition.

As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, the Chapter 11 trustee
for the bankruptcy estates of Cedar Funding, Inc., et al., and the
Official Committee of Unsecured Creditors.  According to the
disclosure statement explaining the Plan, holders of unsecured
claims aggregating $146,000,000 are expected to recover 5% to 10%
of their allowed claims.  Holders of unsecured claims classified
as convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.


CHRISTIAN BROTHERS: Sexual Abuse Claims Prompt Bankruptcy Filing
----------------------------------------------------------------
The Christian Brothers' Institute in North America, the religious
order that runs schools around the country, has filed for Chapter
11 bankruptcy due to sexual abuse claims.

Janet I. Tu at The Seattle Times reports that Christian Brothers'
is the second Catholic order in the U.S. to file for bankruptcy so
because of sexual abuse claims.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christian Brothers has filed for bankruptcy to deal
with claims arising from sexual abuse that allegedly occurred 30
to 50 years ago.  The nonprofit institute, which runs Catholic
elementary and secondary schools throughout New York State, listed
assets of $74 million, almost all representing real property.
Aside from unknown liability on sexual-abuse claims, there is
$6.5 million in secured debt and a $1.8 million unsecured loan
owing to the Christian Brothers Foundation.

According to Bloomberg News, the claims mostly arose in Washington
State and Newfoundland, the New Rochelle, New York-based institute
told the bankruptcy judge.  An effort to resolve the claims
through mediation failed.  The institute said it needs a
"breathing spell" in Chapter 11 to liquidate assets "to satisfy
legitimate claims."

According to The Seattle Times, the Debtor did not say how many
claims are pending against the order.  Victims' attorneys estimate
there are more than 50 claims.  In the U.S., most of the cases
come from the Seattle area, stemming from abuses at the now-
defunct Briscoe Memorial School near Kent, Washington.

The Seattle Times says several cases also involve Edward Courtney,
a former brother who taught at O'Dea High School and was principal
at St. Alphonsus School, both in Seattle.  The bankruptcy filing
is not expected to affect O'Dea High financially, since the school
is owned by the Seattle Archdiocese, which essentially hires the
Christian Brothers to run it, said Seattle Archdiocese spokesman
Greg Magnoni.

The number of claims pending against the Christian Brothers is not
large -- especially compared to the Jesuits in the Northwest,
which declared bankruptcy in 2009 with some 200 pending claims,
according to The Seattle Times report.

The order was founded in 1802 by Irishman Edmund Ignatius Rice and
is known for its education work.

The Christian Brothers' Institute filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 11-22820) on April 28, 2011, in White
Plains, New York.  Judge Robert D. Drain presides over the case.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, represents the Debtor.  The Debtor estimated assets of
$50 million to $100 million and debts of $1 million to $10 million
as of the Chapter 11 filing.

The case summary, including the list of 20 largest unsecured
creditors, for Christian Brothers is in yesterday's edition of the
Troubled Company Reporter.


CHRISTIAN BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Christian Brothers of Ireland, Inc.
        10001 S. Pulaski, Room 106
        Chicago, IL 60655

Bankruptcy Case No.: 11-22821

Chapter 11 Petition Date: April 28, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  E-mail: smarkowitz@tarterkrinsky.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Brother Kevin Griffith, vice-president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Christian Brothers' Institute     11-22820            04/28/11


CHRYSLER LLC: Posts $116MM Q1 Earnings, Halts String of Losses
--------------------------------------------------------------
Shawn Langlois, writing for MarketWatch, reports that Chrysler
Group LLC's string of quarterly losses reports came to an end on
Monday as the car maker rode rising demand for new vehicles to
generate a profit for the first time since 2006.

According to the MarketWatch report, Chrysler swung to first-
quarter earnings of $116 million from a loss of $197 million a
year ago, financial results showed.  Quarterly revenue rose to
$13.1 billion from $9.7 billion on the back of an 18% jump in
Chrysler vehicle sales, to 394,000 units.

"This is good progress, the house is in good shape," CEO Sergio
Marchionne said in a conference call following the release,
MarketWatch relates.

"Improved sales and financial performance in the first quarter
show that our rejuvenated product lineup is gaining momentum in
the marketplace and resonating with customers," he added.

Mr. Marchionne also serves as chief executive of Italy's Fiat SpA.

MarketWatch says Chrysler reiterated its full-year forecast
calling for net income in a range of $200 million to $500 million
with revenue of at least $55 billion.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CINRAM INT'L: Moody's Upgrades Corp. Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service upgraded Cinram International Inc.'s
corporate family rating (CFR) and probability of default rating
(PDR) to Caa1 and Caa2, respectively, from Caa2 and Caa3, in
response to the company's completed capital restructuring
activities (initially announced on Jan. 25, 2011).  As part of the
rating action, the company's revolving credit facility (previously
rated Caa1) which has been segregated into two tranches, was rated
B1 (the US$21 million "first out" tranche with repayment priority)
and B3 (the remaining US$14 million).  The latter tranche is
ranked equally with Cinram's downsized term loan, which is also
rated B3.  The company's speculative grade liquidity rating was
revised to SGL-3 (adequate) from SGL-4 (poor).

The restructuring does not change Cinram's core DVD/CD replication
business, but it does eliminate some US$120 million of debt
obligations by converting them to an instrument we consider to be
equity-like, and provides a nearly three year term to maturity,
thereby significantly easing refinance risks.  This allowed the
outlook to be changed to stable.

These summarizes Cinram's ratings and Moody's rating actions:

Upgrades:

   Issuer: Cinram International Inc.

   -- Corporate Family Rating, upgraded to Caa1 from Caa2

   -- Probability of Default Rating, upgraded to Caa2 from Caa3

   -- Senior Secured First-out Revolving Facility rated B1 (LGD1,
      3%)

   -- Senior Secured Second-out Revolving Facility rated B3 (LGD2,
      26%)

   -- Senior Secured Bank Credit Facility rated B3 (LGD2, 26%)

Speculative Grade Rating, changed to SGL-3 (adequate) from SGL-4
(poor)

Outlook, Changed to stable from negative

SUMMARY RATING RATIONALE

Cinram's Caa1 CFR and Caa2 PDR reflect the risks of focusing on a
declining business, DVD/CD replication, and not having the
financial flexibility to change businesses.  Not only is demand
for DVD/CD's declining, the rate of decline is likely accelerating
as DVD rental and on-line streaming continues to gain traction.
Consequently, despite seemingly reasonable leverage, Cinram
generates only moderate free cash flow.  The relatively small free
cash pool is not sufficient to fund meaningful diversification
efforts, and it is unclear whether the company can generate
sufficient cash flow to retire its debts prior to their stated
maturity and, if not, whether it will be able to roll-over the
unamortized residual at maturity.  In addition, the recent
recapitalization improves liquidity and buys the company time to
figure things out, but is not a panacea.

Rating Outlook

With refinance pressure moved out, the outlook is stable.  As the
maturity of the new credit facilities advances, there may be need
to reconsider the outlook.

What Could Change the Rating -- Up

Positive ratings and outlook actions may result from a significant
reduction in the company's debt.

What Could Change the Rating -- Down

Liquidity and refinance will lead Cinram's rating.  Should
liquidity arrangements materially deteriorate, negative rating
action may be required.  As well, as the loan maturity date
approaches and depending upon then prevailing refinance prospects,
adverse rating actions may be required.

The principal methodologies used in this rating were Global
Manufacturing Industry published in December 2007, Probability of
Default Ratings and Speculative Grade Liquidity Ratings published
in June 2009, and Speculative Grade Liquidity Rating September
2002.

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CLAIM JUMPER: Norman Pernick Appointed Mediator
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Black Canyon Capital LLC and Private Capital Partners
were in agreement over a subordination agreement, prompting delays
in the approval process for the liquidating Chapter 11 plan of
Goldcoast Liquidating LLC.  Hoping to break the logjam, the
bankruptcy judge last week named Delaware bankruptcy lawyer Norman
Pernick to serve as mediator.  Mr. Pernick is with the firm Cole
Schotz Meisel Forman & Leonard PA.

                       About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operated a chain of casual dining
restaurants.  It was founded in 1977.  It had locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12819) on Sept. 10, 2010.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel.  Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected Cooley LLP and Klehr Harrison
Harvey Branzburg LLP as counsel.

In December 2010, Claim Jumper completed the sale its business
to Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.  The Debtor changed its
name to Goldcoast Liquidating LLC following the sale.


CLEARWIRE COMMS: Moody's Confirms 'Caa1' Rating Over Cash Burn
--------------------------------------------------------------
Moody's Investors service has confirmed the Caa1 corporate family
rating (CFR) and Caa2 probability of default rating (PDR) for
Clearwire Communications Corp.  This action concludes Moody's
review which was initiated in November of 2010.  The confirmation
of Clearwire's ratings reflect Moody's view that Clearwire's
early-stage business will continue to consume cash and that the
company will require additional external capital in late 2011 or
early 2012.  Moody's views Clearwire's ratings outlook as
negative, based on Clearwire's weakening liquidity profile and the
lack of strategic alignment between Clearwire and Sprint.

Moody's has lowered Clearwire's speculative grade liquidity (SGL)
rating to SGL-4 from SGL-2 based on the company's high cash burn
rate, the lack of a revolving credit facility and it's inevitable
need for incremental capital.

RATINGS RATIONALE

"After six months of stalemate, Sprint and Clearwire have settled
on a basic wholesale pricing agreement," said Moody's Senior Vice
President Dennis Saputo.  "However, the lack of any further
strategic development suggests that Sprint is unlikely to fund
Clearwire's operations, that Clearwire has minimal opportunity to
sell spectrum at prices it deems palatable and that Sprint and
Clearwire remain at arms-length with respect to their long term
relationship," continued Saputo.

Moody's believes that without significant additional capital,
Clearwire will face serious competitive challenges.  Clearwire's
WiMax platform and smaller footprint will lead to a narrow range
of handset options, lower service quality and lower overall
customer satisfaction than the LTE networks being rolled out by
competitors.  Further, for Clearwire to deploy LTE would require
additional external capital and a departure from its current plan
to work towards neutral free cash flow by year end 2013.  "As
Sprint and Clearwire were arguing over wholesale pricing, the
market was moving ahead," said Saputo.

Moody's views Clearwire's current liquidity profile as weak.  The
company is consuming cash and could require additional funding as
early as the 4th quarter of 2011.  Clearwire has no revolving
credit facility, but has expressed a willingness to shed assets
(specifically spectrum) for additional liquidity.  Moody's
believes that Clearwire could raise additional debt capital as its
spectrum holdings provide ample collateral value.  Applying a
conservative valuation to Clearwire's spectrum provides greater
than 100% coverage to current debt.

Moody's could stabilize the outlook if the company were to reach a
definitive agreement with Sprint that would result in a
coordinated, nationwide 4G network plan and marketing strategy, or
if Clearwire were to demonstrate progress towards positive free
cash flow.

The ratings could be lowered if subscriber growth were to slow
materially, if it were to sell spectrum assets to invest in
network assets which have a lower recovery value or if the
company's relationship with Sprint were to fracture further.

Moody's has taken these rating actions:

   Issuer: Clearwire Communications LLC

   -- Corporate Family Rating -- Confirmed Caa1

   -- Probability of Default Rating -- Confirmed Caa2

   -- $2.695 Billion Senior Secured 1st Lien Notes due 2015,
      Confirmed B2 (LGD2 -- 17%)

   -- $500 Million Senior Secured 2nd Lien Notes due 2017,
      Confirmed Caa2 (LGD4 -- 49%)

   -- Speculative Grade Liquidity Rating -- Downgraded to SGL-4
      from SGL-2

   -- Outlook -- Negative from Under Review direction uncertain

The principal methodology used in rating Clearwire Communications
LLC was the Global Telecommunications Industry Methodology,
published December 2010.


COMARCO INC: BDO USA Raises Going Concern Doubt
-----------------------------------------------
Comarco, Inc., filed on April 29, 2011, its annual report on Form
10-K for the fiscal year ended Jan. 31, 2011.

BDO USA, LLP, in Costa Mesa, California, expressed substantial
doubt about Comarco's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, has had declining working capital and
uncertainties surrounding the Company's ability to borrow under
its credit facility.

The Company reported a net loss of $5.97 million on $28.95 million
of revenue for the fiscal year ended Jan. 31, 2011, compared with
a net loss of $7.42 million on $26.43 million of revenue for the
fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Jan. 31, 2011, showed
$12.76 million in total assets, $8.94 million in total
liabilities, and stockholders' equity of $3.82 million.

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

                       http://is.gd/OnaW2w

Lake Forest, Calif.-based Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- through its wholly owned subsidiary
Comarco Wireless Technologies, Inc., is a developer and designer
of mobile power products.  These standalone mobile power adapters
are used to simultaneously power and charge notebook computers,
mobile phones, BlackBerry(R) smartphones, iPods(R), and many other
portable, rechargeable consumer electronic devices.


CONSTELLATION ENERGY: Fitch Affirms Junior Sub. Notes at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
instrument ratings of Exelon Corp. (EXC) and Constellation Energy
Group, Inc. (CEG) and each of their subsidiaries following the
announcement of a stock for stock merger agreement. The Rating
Outlook for all entities is Stable.

The EXC ratings affirmation reflects the stock for stock nature of
the transaction which results in a post merger consolidated credit
profile that is only moderately weaker than its standalone credit
profile and, based on EXC's business risk, supportive of the
existing ratings. EXC's overall business risk will remain
relatively unchanged, with regulated earnings contributing nearly
half of projected 2012 EBITDA as either a standalone or combined
entity.

The primary change from the EXC perspective is the addition of
CEG's retail energy marketing business. CEG has operated this
business for several years and demonstrated capable risk
management practices. The wholesale/retail combination is expected
to reduce liquidity needs and the associated costs primarily
reflecting a decline in margining requirements from matching EXC's
generation position and CEG's load serving business. The addition
of CEG's retail energy business complements the cash flow of EXC's
wholesale generation business; high wholesale power prices result
in wider margins and greater cash flow for the larger generation
segment and compressed margins for the retail segment and vice
versa.

The post-merger credit profile of EXC's wholesale generation
subsidiary, Exelon Generation Company, LLC (Exgen), will also
weaken but remain supportive of the current ratings due to the
headroom provided by its currently low leverage and strong
interest coverage measures. The post merger down trend reflects
the additional leverage of Constellation Energy Group, Inc. (CEG),
which under the proposed corporate structure will be positioned as
a subsidiary of Exgen.

Fitch estimates a decline in pro forma EBITDA for CEG due to the
proposed divestiture of generation capacity to mitigate market
power issues and the internal transfer of Baltimore Gas and
Electric Company (BG&E). Nonetheless, credit metrics remain in
line with Fitch's guideline ratios for a 'BBB-' rated issuer.
Fitch has noted in the past that CEG's credit metrics were robust
with respect to its risk profile and rating category.

CEG's business risk profile post merger is modestly weaker since
BG&E will no longer operate as its wholly owned subsidiary. BG&E
accounted for roughly one-third of CEG's consolidated EBIT and,
despite its ring-fenced structure and limited upstream dividend
projections, provided a relatively stable and predictable mix to
the consolidated operations. Conversely, post merger CEG will
benefit from being a subsidiary of a better capitalized parent
(Exelon Generation Company, LLC).

The ratings of regulated subsidiaries Commonwealth Edison Company,
PECO Energy Company and Baltimore Gas and Electric Company are
unaffected by the proposed merger.

Under the terms of the merger agreement, CEG shareholders would
receive 0.930 shares of EXC common stock in exchange for each
share of CEG, valued at $38.59 per share based on EXC's closing
price on April 27, 2010 or $7.9 billion in aggregate. EXC would
also assume approximately $4 billion of CEG long-term debt
(excluding tariff securitization debt of $0.5 billion). The board
of the combined company would consist of 12 members from EXC and
four members from CEG.

The transaction is subject to approvals by EXC and CEG
shareholders as well as several federal and state regulatory
approvals, namely the Federal Energy Regulatory Commission (FERC),
the Department of Justice, Maryland, New York, Texas and various
other states.  EXC and CEG have proposed divestiture of
approximately 2,650 MWs of capacity in the PJM region to allay any
market power concerns. Assuming all necessary approvals are
obtained in a timely manner, the transaction is expected to close
in the first quarter of 2012.

The combined company, which would operate under the Exelon name,
would increase in scale, with approximately 34,401 MWs of
generating capacity (of which 18,967 MWs would be nuclear), three
regulated electric utilities serving 6.6 million customers in
three states (Illinois, Pennsylvania and Maryland)and a national
footprint serving retail and wholesale load.

Fitch has affirmed these ratings with a Stable Outlook:

Exelon Corp.

   -- IDR at 'BBB+';

   -- Senior unsecured debt at 'BBB+';

   -- Commercial paper at 'F2';

   -- Short-term IDR at 'F2'.

Exelon Generation Co., LLC

   -- IDR at 'BBB+';

   -- Senior unsecured debt at 'BBB+';

   -- Commercial paper at 'F2';

   -- Short-term IDR at 'F2'.

Commonwealth Edison Company

   -- IDRat 'BBB-;

   -- First mortgage bonds at 'BBB+';

   -- Senior unsecured debt at 'BBB';

   -- Preferred stock to at 'BB+';

   -- Short-term IDR at 'F3';

   -- Commercial paper at 'F3'.

ComEd Financing Trust III

   -- Preferred stock at 'BB+'.

PECO Energy Co.

   -- IDR at 'BBB+';

   -- First mortgage bonds at 'A';

   -- Secured pollution control revenue bonds at 'A';

   -- Senior unsecured debt at (implied) 'A-';

   -- Preferred stock at 'BBB';

   -- Commercial paper at 'F2';

   -- Short-term IDR at 'F2'.

PECO Energy Capital Trust III

   -- Preferred stock at 'BBB'.

PECO Energy Capital Trust IV

   -- Preferred stock at 'BBB'.

Constellation Energy Group

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-';

   -- Junior subordinated notes at 'BB';

   -- Commercial paper at 'F3';

   -- Short-term IDR at 'F3'.

Baltimore Gas and Electric Company

   -- IDR at 'BBB;

   -- First mortgage bonds at 'A-';

   -- Senior unsecured debt at 'BBB+';

   -- Unsecured pollution control bonds at 'BBB+'

   -- Preferred stock to at 'BBB-';

   -- Short-term IDR at 'F2';

   -- Commercial paper at 'F2'.

BGE Capital Trust II

   -- Preferred stock at 'BBB-'.


CONSUMER PRODUCT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Consumer Product Services, LLC
        10 Grand Boulevard
        Deer Park, NY 11729

Bankruptcy Case No.: 11-72989

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Edward Zinker, Esq.
                  ZINKER & HERZBERG, LLP
                  278 East Main Street
                  P.O. Box 866
                  Smithtown, NY 11787-0866
                  Tel: (631) 265-2133
                  E-mail: mail@zandhlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-72989.pdf

The petition was signed by Robert J. Madden, VP of managing
member.


COUDERT BROTHERS: Statek Wants 2nd Circ. to Revive $85M Claim
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that an attorney for
Statek Corp., which is pursuing an $85 million claim against
Coudert Brothers LLP, told the Second Circuit on Friday that the
bankruptcy court shouldn't have tossed its claim because the
limitations period had expired.

"There a sense of manifest injustice here," Statek's attorney,
Edward J.M. Little of Hughes Hubbard & Reed LLP, told a three-
judge panel, arguing that Connecticut law, with its longer statue
of limitations, should apply, not New York law, according to
Law360.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept.
22, 2006.  John E. Jureller, Jr., Esq., and Tracy L. Klestadt,
Esq., at Klestadt & Winters, LLP, represent the Debtor in its
restructuring efforts.  The U.S. Trustee for Region 2 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  Brian F. Moore, Esq., and David J. Adler, Esq., at
McCarter & English, LLP, represent the Official Committee of
Unsecured Creditors.  Coudert scheduled total assets of
$29,968,033 and total debts of $18,261,380 as of the Petition
Date.

The Bankruptcy Court in August 2008 signed an order confirming
Coudert Brothers LLP's chapter 11 plan.  The Plan contemplated on
paying 39% to unsecured creditors with $26 million in claims.


DELTA AIR: Shows Willingness to Invest $2-Bil. in Atlanta
---------------------------------------------------------
After threats to decrease investments in Atlanta Hartsfield-
Jackson International Airport last year, Delta Air Lines, Inc. is
now willing to invest $2 billion up to 2013 in Hartsfield-
Jackson, Aviation Week reports.

Hartsfield-Jackson's airline tenants signed a new lease deal in
September 2010, which included a supplemental $30 million rental
payment for a new international terminal.

Delta and Hartsfield-Jackson came to blows after Delta balked at
the cost of the new Terminal and Hartsfield-Jackson General
Manager Ben DeCosta secretly recorded the negotiations when the
two parties entered into negotiation for a new lease.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DESERT CAPITAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Desert Capital Reit, Inc.
                1291 Galleria Drive, Suite 200
                Henderson, NV 89014

Bankruptcy Case No.: 11-16624

Involuntary Chapter 11 Petition Date: April 29, 2011

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

Judge: Linda B. Riegle

Petitioners' Counsel: Jeffrey S. Rugg, Esq.
                      BROWNSTEIN HYATT FARBER SCHRECK, LLP
                      100 City Parkway, #1600
                      LAS VEGAS, NV 89106
                      Tel: (702) 382-2101
                      Fax: (702) 382-8135
                      E-mail: jrugg@bhfs.com

Creditors who signed the Chapter 11 petition:

    Petitioners                     Nature of Claim   Claim Amount
    -----------                     ---------------   ------------
Taberna Preferred Funding VI, Ltd.  Trust Preferred    $25,000,000
TP Management, LLC                  Securities
1345 Avenue of the Americas, 46th Floor
New York, NY 10105

Sage Trust                          Guaranty           $13,700,000
c/o Jeff Holloway                   Obligation
P.O. Box 292
Sun Valley, ID 83353

Taberna Preferred Funding VIII,     Trust Preferred     $5,000,000
Ltd.                                Securities
Taberna Capital Management
2929 Arch Street, 17th Floor
Philadelphia, PA 19104


DYNASTY DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dynasty Development Group, LLC
        dba Paradise Bay Hotel & Casino
        3611 S. Lindell Road, Suite 201
        Las Vegas, NV 89103
        Tel: (702) 362-3030

Bankruptcy Case No.: 11-50997

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: William R. Armstrong, Jr., Esq.
                  WILLIAM R. ARMTRONG, JR., P.A.
                  1675 Lakeland Drive
                  Riverhill Tower, Suite 308
                  Jackson, MS 39216
                  Tel: (601) 981-9696
                  Fax: (601) 981-9941
                  E-mail: warmstrong@wrapa.comcastbiz.net

Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Eric L. Nelson, manager.

Debtor's List of Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Grotta Group, LLC                  Contract             $1,000,000
3611 S. Lindell Road, Suite 201
Las Vegas, NV 89103

Harold W. Duke                     Services               $400,000
P. O. Box 843
Greenville, MS 38702-0843

Lana R. Martin                     Loan                   $187,500
2012 Slow Wind Street
Las Vegas, NV 89134

Robert A. Martin                   Loan                   $187,500


EDRA BLIXSETH: Auction for Family Compound Set for May 20
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the real property known as the "Family Compound" at
the Yellowstone Mountain Club LLC is being auctioned off in
Missoula, Montana on May 20.  Interested parties are required to
submit a minimum bid of $11 million by the May 16 deadline.  The
hearing for approval of the sale will be held on May 25.

As reported in the April 28, 2011 edition of the Troubled Company
Reporter, Richard J. Samson, the trustee in the Chapter 7 case of
Edra D. Blixseth, won the Court's permission to auction off the
property. The Chapter 7 trustee has a "stalking horse" bid from
lender CIP Yellowstone Lending LLC, a unit of CrossHarbor Capital
Partner, which own substantial property within the Yellowstone
Club.

This is the Chapter 7 Trustee's second attempt to gain Court
permission of the sale.  In December 2009, the Trustee sought to
sell the Family Compound to CIP for $8.5 million, consisting of an
$8 million credit bid and a $500,000 cash carve-out to reimburse
the estate for its time and effort in facilitating a sale of the
Family Compound.  Several parties balked at the deal, finding the
offer too low.  The Court rejected that deal.

To remedy this, CIP has increased its bid to $10,850,000,
including an increased cash component of $850,000 payable to the
estate, and the Chapter 7 Trustee proposes to sell the Family
Compound to the highest bidder after exposing the Family Compound
to the market and if necessary at auction.  CIP won't seek a
break-up fee or expense reimbursement, and the initial overbid has
been reduced to $250,000.  In the event of an overbid the sale
would revert to an open outcry auction with $100,000 minimum bid
increments.

Tim Blixseth told the Court CIP's $10,850,000 stalking horse bid
is far less than the $56 million which he argues CrossHarbor
offered and contracted to purchase the Family Compound for from
him in 2007.

                      About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at:
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid $205
million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


EMBRAER ALPHA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Embraer Alpha Alpha Foxtrot Aircraft (Proprietary) Limited
        c/o Progressive Administration
        3rd Floor Hycastle House
        Cape Town 8001 South Africa

Bankruptcy Case No.: 11-21437

Chapter 11 Petition Date: April 28, 2011

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

Judge: A. Jay Cristol

Debtor's Counsel: Timothy J. Norris, Esq.
                  DUANE MORRIS LLP
                  200 S Biscayne Blvd #3400
                  Miami, FL 33131
                  Tel: (305) 960-2241
                  E-mail: tjnorris@duanemorris.com

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

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

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

The petition was signed by Bryan Neville Shaw, Rynette Pieters and
Jerome Vincent Thomas, foreign representatives.


ENERGY FUTURE: Incurs $362-Million Net Loss in First Quarter
------------------------------------------------------------
Energy Future Holdings Corp. reported consolidated financial
results for the first quarter ended March 31, 2011.

For the first quarter 2011, EFH reported a consolidated net loss
(in accordance with GAAP) of $362 million compared to reported net
income of $355 million for the first quarter 2010.  The first
quarter 2011 reported net loss included (all after tax) $203
million in commodity-related unrealized mark-to-market net losses
largely related to positions in EFH's natural gas hedging program,
partially offset by $92 million in unrealized mark-to-market net
gains on interest rate swaps that hedge our variable-rate interest
expense and a $14 million gain related to a counterparty
bankruptcy settlement.

A full text copy of the press release on the Company's first
quarter results is available free at:

            http://ResearchArchives.com/t/s?75e3

                    About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ESCARENT ENTITIES: Judges Can't Modify Assumed Contract
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chief Judge Edith H. Jones from the U.S. Court of
Appeals in New Orleans wrote an opinion on April 28 precluding a
bankruptcy judge from rewriting a pre-bankruptcy contract.  The
opinion, reversing both the bankruptcy and district courts, won't
be officially published and therefore has limited precedential
value.

Mr. Rochelle relates that the case involved a contract where the
soon-to-be bankrupt company agreed to sell real property.  The
buyer had 90 days to terminate.  When the buyer didn't exercise
the termination right, the contract obliged the buyer to close the
sale within another 30 days.  Before the 30 days elapsed, the
seller filed in Chapter 11.  Less than a month after bankruptcy,
the seller filed a motion to allow a sale to a third party if
there was a higher offer.  If there weren't another buyer, the
bankrupt company wanted the court to order the original buyer to
complete the sale.  Instead, the bankruptcy judge allowed the
seller to assume the contract while affording the buyer 90 days to
secure financing.  The court did not give the buyer another right
to terminate.

According to the report, Judge Jones held that the bankrupt's
failure to close on time under the original contract was a non-
curable default that let the buyer off the hook. Because the
seller-bankrupt defaulted, Jones said the contract couldn't be
assumed, citing a 1985 5th Circuit case called Richmond Leasing.

Mr. Rochelle notes that Judge Jones's opinion does not discuss
whether the bankrupt company had rights under Section 108(b) of
the Bankruptcy Code governing an extension of 60 days on deadlines
expiring soon after bankruptcy.  Even if the contract could be
assumed, Judge Jones said it was error on the part of the
bankruptcy judge not to afford another 90 days where the buyer
could terminate if it couldn't nail down financing.

The case is Quantum Diversified Holdings Inc. v. Wienheimer
(In re Escarent Entities LP), 10-50410, U.S. 5th Circuit Court of
Appeals (New Orleans).  A copy of the Fifth Circuit's ruling is
available at http://is.gd/nRk1FNfrom Leagle.com.

Escarent Entities, L.P., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 09-50079) in San Antonio, Texas, on Jan. 5, 2009.
Patricia Baron Tomasco, Esq., at Brown McCarroll, L.L.P., in
Austin, Texas, serves as counsel to the Debtor.  The Debtor
estimated assets and debts of $1 million to $10 million as of the
Chapter 11 filing.


EVANS OIL: Inks Insurance Premium Finance Agreement with PAC
------------------------------------------------------------
Evans Oil Company LLC and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida,
Ft. Myers Division, to enter into an insurance premium finance
agreement with Premium Assignment Corporation.

Insurance premium finance agreements generally require a security
interest in the unearned premiums or other sums which may become
payment under the actual insurance policies.  The Debtors,
according to their counsel, Christopher B. Wick, Esq., at Hahn
Loeser & Parks LLP, in Naples, Florida, were unable to find an
insurance premium financing company that would provide insurance
premium financing on an unsecured basis.  The best and most
appropriate financing, in the Debtors' business judgment, has
been provided by PAC, Mr. Wick said in court papers.

The Agreement between the Debtors and PAC requires the Debtors to
grant a security interest in the unearned premiums or other sums
which may become payable under the Scheduled Policies of
Insurance.  The cash price of the premiums equals $331,372 per
annum.  Consistent with their cash collateral budget, the Debtors,
Mr. Wick said, have made a down payment totaling 20% of the cash
price or $66,274, and seek approval of the Court to finance the
remaining portion at an annual interest rate of 2.9%.

Commencing on May 12, 2011, the Debtors will make 10 monthly
payments each in the amount of $26,957.  Pursuant to the
Agreement, PAC will be granted "a security interest in any
unearned premiums or other sums which may become payable under the
Scheduled Policies of Insurance."

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection on Jan. 30, 2011 (Bankr. M.D. Fla. Lead Case No. 11-
01515).

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


FAIR FINANCE: Trustee Seeks to Recover Durham's Political Handouts
------------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the trustee
liquidating Fair Finance Co., the Company at the center of Timothy
Durham's alleged $230 million Ponzi scheme, filed a suite of
lawsuits Wednesday in Ohio to recover hundreds of thousands of
dollars Mr. Dunham channeled to Republican politicians.

According to Law360, Chapter 7 trustee Brian A. Bash went after
five different Republican organizations in Indiana that received
contributions from Mr. Durham, a former Ice Miller LLP attorney,
claiming the donations are recoverable as fraudulent transfers
from the Fair Financial estate.

                        About Fair Finance

Akron, Ohio-based investment company Fair Finance Co. was closed
following a November 2009 raid by the U.S. Federal Bureau of
Investigation.  Fair Finance's owner, Indiana businessman Timothy
S. Durham, a Republican political contributor whose holdings
include National Lampoon Inc., has been targeted in lawsuits and
investigations over claims he funded a luxurious lifestyle with
the proceeds of a Ponzi scheme.

Three creditors -- Nick Spada, Jacques Dunaway, and Robert Ripley
-- filed on Feb. 8, 2010, a petition to send Fair Finance to
Chapter 7 liquidation (Bankr. N.D. Oh. Case No. 10-50494).  David
Mucklow, Esq., serves as counsel to the petitioners.  Brian Bash
was appointed bankruptcy trustee.

A motion to appoint a trustee filed by the petitioning creditors
said that Mr. Durham and co-owner James Cochran took $176 million
in loans transferred from the investment fund into Fair Holdings
LLC and DC Investments LLC.  They used the money to fund
$220 million in other loans, according to the filing.


FNB UNITED: CommunityOne Bank to Merge with Bank of Granite
-----------------------------------------------------------
FNB United Corp., parent company of CommunityOne Bank, N.A., and
Bank of Granite Corp., parent company of Bank of Granite,
announced plans to merge, contingent on shareholder, regulatory
and other approvals, the successful recapitalization of FNB United
and other conditions.  The merger of these 100-year-old
institutions will create a North Carolina community banking
organization with approximately $2.9 billion in assets, $2.4
billion in deposits and 63 full-service banking offices located in
some of the state's most robust markets.  The combined parent
company will be called FNB United Corp., and will be operated by
new management, led by Brian Simpson as Chief Executive Officer
and Bob Reid as President.  FNB United will be headquartered in
Asheboro, N.C.  The transaction is expected to close during the
third quarter of 2011.  Thereafter, the two bank subsidiaries
(CommunityOne and Bank of Granite) will be operated as separate
entities until a future date, after which the merged bank will be
named CommunityOne Bank, N.A.

As part of this transaction, The Carlyle Group and Oak Hill
Capital Partners, two private equity firms with a history of
successful investing in the financial services sector, have each
entered into definitive agreements with FNB United to invest $77.5
million in the common stock of FNB United subject to the
conditions set forth in the agreements as part of a $310 million
private placement of FNB United's common stock.  The Carlyle Group
and Oak Hill Capital Partners will each receive approximately 484
million shares of common stock at the closing not to exceed 24.9
percent of the then-outstanding shares of common stock, valued at
$0.16 a share.

John Bray, Chairman of Bank of Granite, said, "Bank of Granite and
CommunityOne share many synergies, including the top priority of
providing excellent and reliable banking services to our local
communities.  Both institutions have enjoyed great successes and
weathered challenging times for more than a century, and the
announcements today will help position both companies for the
future."

Jim Campbell, Chairman of FNB United, said, "The past few years
have presented FNB United with significant challenges, and through
this proposed merger we will embrace a new way forward from a
position of strength.  We are excited that the prospective
management team is led by native North Carolinians, Brian Simpson
as Chief Executive Officer and Bob Reid as President, who will
provide exceptional leadership for this new institution."

                           New Management

Mr. Simpson is a former senior executive and Operating Committee
member at First Union Corporation with 17 years of banking
experience.  During his career, he was responsible for leading
segments of First Union's capital markets activities.  Mr. Simpson
was also responsible for balance sheet management, including
interest rate sensitivity, funding and liquidity management.

Mr. Reid has 30 years of financial services experience with
extensive leadership roles in community banking, retail banking,
corporate banking, commercial banking, business banking, real
estate finance, capital management and wealth management at
Wachovia Corporation and its predecessor, First Union.  Mr. Reid
held numerous regional leadership positions throughout his career
with Wachovia and First Union in Pennsylvania, Delaware, New
Jersey, New York, Connecticut, Tennessee and North Carolina.

                             New Board

The prospective management team will be supported by a new board
of directors that includes Austin Adams (Chief Information
Officer, JP Morgan Chase, BankOne and First Union); Jerry Licari
(national banking practice leader, KPMG LLP); Chan Martin (retired
treasurer and senior risk executive, Bank of America); and Jerry
Schmitt (former asset/liability committee chairman, First Union).
The new board will also include one representative each from The
Carlyle Group and Oak Hill Capital Partners, and two FNB United
and one Bank of Granite legacy board members.

                          The Transaction

The merger agreement provides that Bank of Granite shareholders
will receive 3.375 shares of FNB's common stock in exchange for
each share of Bank of Granite common stock they own immediately
prior to completion of the merger.

Completion of the merger and The Carlyle Group and Oak Hill
Capital Partners investments are dependent on each other and the
satisfactory completion of a number of other conditions including
the exchange of FNB United preferred stock held by the U.S.
Treasury for FNB United common stock on the terms specified in the
merger and investment agreements, receipt of regulatory approvals,
the approval of the shareholders of both FNB United and Bank of
Granite, FNB United raising $310 million inclusive of The Carlyle
Group and Oak Hill Capital Partners investments, the board and
management structure referenced in the agreements, receipt of
advice that the private placement investments will not impair FNB
United's existing net operating loss deferred tax asset, FNB
United and Bank of Granite meeting specified financial condition
requirements and not having experienced material adverse effects
and events, and other customary closing conditions.  The U.S.
Treasury has issued a letter, dated April 6, 2011, indicating its
agreement to exchange FNB United's preferred stock held by the
U.S. Treasury for FNB United common stock having a value equal to
the terms specified in the merger and investment agreements,
subject to the execution of a definitive agreement with the U.S.
Treasury, the completion of the capital raise, and the completion
of certain other matters.

                 About Bank of Granite Corporation

Bank of Granite Corporation is the parent company of Bank of
Granite.  Founded in 1906, Bank of Granite operates 18 full-
service banking offices in seven North Carolina counties - Burke,
Caldwell, Catawba, Iredell, Mecklenburg, Watauga and Wilkes.

                     About The Carlyle Group

The Carlyle Group is a global alternative asset manager with
$106.7 billion of assets under management committed to 84 funds as
of Dec. 31, 2010.  The Carlyle Group invests across three asset
classes - corporate private equity, real assets and global market
strategies - in Africa, Asia, Australia, Europe, North America and
South America focusing on aerospace & defense, consumer & retail,
energy & power, financial services, healthcare, industrial,
infrastructure, technology & business services, telecommunications
& media and transportation. Since 1987, the firm has invested
$68.7 billion of equity in 1,035 transactions.  The Carlyle Group
employs more than 990 people in 19 countries. Web:
www.carlyle.com; Case Studies: www.carlylegroupcreatesvalue.com;
Video: www.youtube.com/OneCarlyle

                  About Oak Hill Capital Partners

Oak Hill Capital Partners is a private equity firm with more than
$8.2 billion of committed capital from leading entrepreneurs,
endowments, foundations, corporations, pension funds and global
financial institutions.  Robert M. Bass is the lead investor.
Over a period of more than 24 years, the professionals at Oak Hill
Capital Partners and its predecessors have invested in more than
60 significant private equity transactions.  Oak Hill Capital
Partners is one of several Oak Hill partnerships, each of which
has a dedicated and independent management team.  These Oak Hill
partnerships comprise over $30 billion of investment capital
across multiple asset classes.  For more information about Oak
Hill Capital Partners, please visit www.oakhillcapital.com.

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company reported a net loss of $112.92 million on
$82.83 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $101.69 million on $103.17
million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.92 billion
in total assets, $1.93 billion in total liabilities, and a
$9.93 million shareholders' deficit.

                    Going Concern Doubt Raised

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.


FORUM NATIONAL: Meyers Norris Raises Going Concern Doubt
--------------------------------------------------------
Forum National Investments Ltd. filed on April 27, 2011, its
annual report on Form 20-F for the fiscal year ended Sept. 30,
2010.

Meyers Norris Penny LLP, in Vancouver, Canada, expressed
substantial doubt about Forum National Investments' ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred significant losses from operations,
negative cash flows from operating activities and has an
accumulated deficit.

The Company reported a net loss of C$3.5 million on C$4.2 million
of revenues for fiscal 2010, compared with a net loss of
C$5.3 million on C$3.7 million of revenues for fiscal 2009.

At Sept. 30, 2010, the Company's balance sheet showed
C$12.5 million in total assets, C$9.5 million in total
liabilities, and stockholders' equity of $3.0 million.

A complete text of the Form 20-F is available for free at:

                       http://is.gd/UMuJ5A

Based in Richmond, B.C., Canada, Forum National Investments Ltd.
(OTC BB: FMNLF) operates in one business segment: hospitality and
tourism.  Under this segment, the company operates travel clubs, a
travel agency, and charter cruise vessels.


FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Freescale
Semiconductor Holdings I, Ltd. (Freescale):

   -- Issuer Default Rating (IDR) at 'CCC';

   -- Senior secured bank revolving credit facility (RCF) at
      'B-/RR3';

   -- Senior secured term loans at 'B-/RR3';

   -- Senior secured notes at 'B-/RR3';

   -- Senior unsecured notes at 'C/RR6';

   -- Senior subordinated notes at 'C/RR6'.

The Rating Outlook is Positive. Fitch's actions affect
approximately $7.6 billion of total debt.

The ratings reflect Freescale's:

   -- Leading positions with a diversified customer base in the
      automotive and industrial markets, both of which are
      characterized by longer product lifecycles;

   -- Increasing product and revenue diversification from growth
      in the RF, Analog and Sensors segment;

   -- Lower than industry average capital intensity due to the
      company's 'asset-light' manufacturing strategy.

The ratings continue to consider Freescale's:

   -- High debt levels and significant interest expense;

   -- Revenue growth challenges, in part due to increased focus in
      incumbent supplier dominated end markets;

   -- Structurally lower absolute operating EBITDA levels, driven
      by the combination of the recent downturn and loss of
      Motorola as a significant wireless handset customer.

Fitch continues to believe Freescale will be challenged to
generate free cash flow sufficient to meet significant
intermediate-term debt maturities. Nonetheless, the Positive
Outlook recognizes Freescale's lower fixed costs from
restructuring and solid design wins in automotive and across a
number of embedded markets, which have positioned the company to
potentially outperform the broader semiconductor market and
achieve meaningful revenue growth and free cash flow.

Fitch believes Freescale's proposed initial public offering (IPO)
could provide up to $1 billion of gross proceeds and enable the
company to chip away at significant debt maturities. However,
Freescale's proposed IPO comes on the heels of a robust upturn in
the semiconductor market and Fitch estimates Freescale's total
leverage (total debt to operating EBITDA) was approximately 6.9
times(x) for the latest 12 months (LTM) ended April 1, 2011,
versus more than 30x at the trough of the most recent recession.
Given Fitch's expectations for moderating end-market demand beyond
the near term, Fitch believes Freescale's proposed IPO could be
consummated at the cyclical peak. As a result, Fitch believes
incremental access to capital markets could be under less
favorable terms.

Positive rating action could result from:

   -- Consistently solid revenue and operating profitability
growth over the medium-term, providing evidence of the company's
ability to reduce debt levels over the longer-term;

   -- Meaningful reduction of intermediate-term debt maturities
from annual free cash flow or proceeds from the proposed IPO,
relieving Freescale of the potential for the acceleration of
Freescale's extended term loans in September 2014.

Negative rating action could result from the company's inability
to grow revenues and benefit from meaningful operating leverage,
most likely from diminished competitiveness or a double-dip
recession. In either case, Fitch believes this would meaningfully
lessen Freescale's ability to meet or refinance intermediate-term
debt maturities.

Fitch believes Freescale's liquidity was sufficient as of April 1,
2011 and consisted of: i) approximately $1.0 billion of cash and
equivalents and ii) approximately $58 million of remaining
availability under the $590 million senior secured RCF due Dec. 1,
2012. Fitch's anticipation for more than $250 million of annual
free cash flow over the next couple of years, driven by solid
revenue growth and higher profitability also supports liquidity.

Total debt was approximately $7.6 billion as of April 1, 2011 and
consisted of:

   -- $532 million of borrowings under the senior secured
      revolving credit facility due Dec. 1, 2012;

   -- Approximately $2.2 billion of senior secured term loans due
      Dec. 1, 2016;

   -- Approximately $2.1 billion of senior secured notes due 2018;

   -- Approximately $1.2 billion of senior unsecured notes due
      2014;

   -- $750 million of senior unsecured notes due 2020;

   -- $764 million of senior subordinated notes due 2016.

The senior secured credit agreement provides holders the right to
accelerate the maturity of the senior secured term loans if, as of
Sept. 1, 2014, more than $500 million of the approximately $1.2
billion of senior unsecured debt due on Dec. 1, 2014 is
outstanding and total leverage exceeds 4(x).

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

In deriving a distressed enterprise value, Fitch applies a 35%
discount to its estimate of Freescale's operating EBITDA for the
latest 12 month (LTM) period ended April 1, 2011 of approximately
$1.1 billion. Fitch applies a 5x distressed EBITDA multiple to
reach a reorganization enterprise value of approximately $3.6
billion.

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


GANNON INT'L: 2 Real Estate Properties Put Into Receivership
------------------------------------------------------------
Rick Desloge at the St. Louis Business Journal reports that a pair
of real estate properties controlled by Gannon International Ltd.
President and CEO William Franke are being turned over to a
receiver, said Terry Pabst, an attorney for Gannon and the Franke
partnerships that own the properties.

The properties impacted are the 272-unit Springwood Apartments in
Bel-Ridge, and the 78-unit Aspen Cove Townhomes in Ellisville.

According to the report, the Gannon and Franke partnerships
reached an agreement with PNC Bank the morning of April 27,
following negotiations that wrapped up a few hours ahead of a
scheduled 1:30 p.m. U.S. District Court hearing on the receiver
issue, Mr. Pabst said.

The report notes that PNC and Gannon are still working out details
on when the receiver would take over management, said Bill
Schierholz, an executive with Gannon, but he said there is a high
likelihood that the Springwood property will be sold.  Mr.
Schierholz said both Springwood and Aspen Cove are current on
their loan payments to PNC, the report relates.

The Journal says that Mr. Pabst, who had initially fought against
PNC's receivership push, said in an April 22 motion opposing it
that the Franke partnership that owns Springwood has received a
cash offer to buy the complex for $2.5 million.  That motion said
if a receiver is appointed, the Springwood property should require
a sale price of $3 million, he added.

The Journal adds that Gannon hired Ken Aston of Hendrick &
Partners to list Springwood and receive a 2.85% sales commission,
according to the motion, which asked the court to require any
receiver sale of Springwood pay a real estate brokerage fee equal
to or less than the Hendrick's fee.

The Gannon entities filed a lawsuit in St. Louis County Circuit
Court, alleging PNC has interfered with Gannon's attempts to sell
the Springwood property, and alleging PNC has breached its
fiduciary duty in part through mismanagement of a lockbox
arrangement, where PNC collects rents on the Springwood property,
the report discloses.  The report relates that suit seeks an as
yet undetermined amount of damages.  It was moved to federal court
April 22 on PNC's motion.

PNC's separate federal court suit filed the same day seeks nearly
$6 million from Franke's real estate partnerships on loans secured
by the Springwood and Aspen Cove properties, and had asked to
place those two apartment developments into receivership, the
report notes.

Mr. Pabst said part of the deal worked out April 27 allows the
Franke partnerships to review any sale offers and take them to a
federal court judge if they are not satisfied with the price, The
Journal says.

The report notes that PNC's federal court suit said it sought the
receiverships because Springwood has unpaid sewer bills and
deferred maintenance that will keep the apartments from receiving
occupancy permits in Bel-Ridge, and Aspen Cove is in default
because it has failed to fund a reserve account and pay real
estate taxes.


GREAT ATLANTIC & PACIFIC: Wins Exec. Bonus Approval in 2nd Attempt
------------------------------------------------------------------
Great Atlantic & Pacific Tea Co. received approval from the
bankruptcy judge for a bonus program that may pay $3.7 million to
the top six executives.

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports this
is the second attempt the supermarket operator was seeking
approval of a bonus program.  The bankruptcy judge refused to
approve a prior version of the program in March, saying it
violated the congressional prescription against retention bonuses
for top executives of bankrupt companies.

According to Eric Hornbeck at Bankruptcy Law360, this time
Bankruptcy Judge Robert D. Drain approved the incentive plan over
objections that it was a too-generous retention plan masquerading
as an incentive plan.

Mr. Rochelle relates A&P modified the program, enabling the
judge last week to conclude that it now is a bona fide incentive
program.  The chief executive officer's bonus could be
$1.3 million.

According to Law360, A&P said the plan was necessary to give top
company executives "skin in the game and focus their attention on
achieving important business goals."

In March, the bankruptcy judge approved a $5.5 million bonus
program for 140 other managers.

                   25 Super-Fresh Stores Sale

Mr. Rochelle also reports that at the hearing last week, the judge
approved procedures to sell 25 Super-Fresh stores in the
Baltimore-Washington area.  Other Super-Fresh locations will
remain in operation.  No buyer is yet under contract.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GTE REINSURANCE: Judge Affirms Constitutionality of Insurance Law
-----------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a Rhode Island
state judge on Monday upheld the constitutionality of a statute
that enables insurance companies no longer writing new business to
liquidate claims outside of an insolvency process, the only such
law of its kind in the U.S.

Law360 relates that Judge Michael A. Silverstein said that two
creditors challenging the commutation plan of GTE Reinsurance Co.
Ltd. and the Rhode Island statute on which it's based, the
Voluntary Restructuring of Solvent Insurers Act, failed to
establish that they violated the contracts clause of the U.S.


GULFSTREAM INT'L: Has Repayment Deal With Airport Authority
-----------------------------------------------------------
Dianne Byers at The Progress News in Pennsylvania reports that
members of the Clearfield-Jefferson Regional Airport Authority
accepted an offer for the repayment of money owed it as the result
of a bankruptcy filing by its essential air service provider and
heard a longtime authority member is resigning from the board
effective tomorrow.

According to the report, Robert Shaffer, DRA manager, told members
that he and Jay Chamberlin, the authority's treasurer, have been
working with officials of Gulfstream International Airlines to
negotiate a settlement for the more than $52,000 the authority is
owed.  In response to a question from David Stern, authority
member, as to why the settlement is not being collaborated through
the bankruptcy court, Shaffer said the authority is considered a
strategic vendor, which allows GIA's owners to engage the
authority directly in discussions rather than work through the
court.

Mr. Shaffer, The Progress relates, said GIA has offered to pay
100% of the money it owes the authority for two months of rent,
landing and administrative fees totaling $52,431 over a 16-month
period in exchange for a reduction in hangar rental fees and
fueling charges amounting to $3,000 per year.  The terms for
repayment and fee reduction will be included as an amendment to
the contract between the authority and GIA.

The U.S. Bankruptcy Court for the District of Southern Florida
will have to approve the deal, The Progress quotes Mr. Shaffer as
saying.  Scott Brubaker, a member of the authority, representing
Clearfield County, announced he is resigning his position,
effective tomorrow.  Mr. Brubaker said he has taken a job outside
the area and will no longer have the flexibility and time to
attend the authority's meetings.

The authority's next meeting is May 27 at 8:30 a.m. at the
conference room at the DuBois Regional Airport.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in total
assets and $25,243,099 in total liabilities.

As reported by the Troubled Company Reporter on Jan. 25, 2011,
Bankruptcy Judge John K. Olson entered an order authorizing
Gulfstream to sell its business to an affiliate of Chicago-based
Victory Park Capital Advisors LLC.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that Victory Park is buying
Gulfstream in return for financing it provided the Chapter 11
case.  In addition, Victory Park is paying Raytheon Aircraft
Credit Co. $18.7 million to buy the 21 Beechcraft 1900 D aircraft
that Gulfstream operates.  Raytheon also will be paid arrears on
the aircraft leases.  Victory Park will pick up specified expenses
of the Chapter 11 case while setting aside a $600,000 fund to pay
professional fees.  Victory Park is also allowing the creation of
a $100,000 fund to finance lawsuits.  Mr. Rochelle noted that a
prior bankruptcy court order said there will be a "structured
dismissal" of the Chapter 11 case within 30 days of the completion
of the sale.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.


HAMLIN INVESTOR: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hamlin Investor Group, LLC
        131 East 13th Street
        Saint Cloud, FL 34769

Bankruptcy Case No.: 11-06308

Chapter 11 Petition Date: April 28, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $467,310

Scheduled Debts: $1,382,147

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-06308.pdf

The petition was signed by Hein Karman, managing member.


HARRASEEKET HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Harraseeket Holdings, LLC
        3624 Kimbrough Point
        Douglasville, GA 30135

Bankruptcy Case No.: 11-62775

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

Scheduled Assets: $4,404,500

Scheduled Debts: $3,010,746

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-62775.pdf

The petition was signed by Jo Ann Duryea-Toney, managing member.


HEALTH MANAGEMENT: Fitch Upgrades Issuer Default Rating to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded its ratings for Health Management
Associates, Inc., including the Issuer Default Rating (IDR), to
'BB-' from 'B+'. The Rating Outlook is revised to Stable from
Positive. The ratings apply to approximately $3 billion of debt at
Dec. 31, 2010.

Rating Rationale:

   -- Health Management's financial flexibility has improved in
      recent years. Debt-to-EBITDA dropped to around 4.0 times (x)
      at the end of 2010 from 5.4x immediately following a 2007
      leveraged recapitalization.

   -- Liquidity is generally solid. The company generated robust
      free cash flow (FCF) of about $230 million in 2010 and near
      -term debt maturities are nominal. There is some concern
      about limited headroom under the bank facility financial
      maintenance covenants.

   -- Organic operating trends in the for-profit hospital industry
      are weak and Fitch expects them to remain so throughout the
      rest of 2011. Fitch does not see a near-term catalyst for
      improvement in patient utilization trends barring an
      accelerated macro economic recovery.

   -- Health Management is taking a measured approach to hospital
      acquisitions, using cash on hand to fund a series of small
      transactions in 2009-2010. This strategy has been successful
      in augmenting weak organic top-line growth. Fitch expects
      the pipeline of acquisition targets will remain deep as long
      as there is pressure on hospital provider industry operating
      trends.

Solid Financial Flexibility:

Health Management's operating and credit metrics have improved
substantially since the second half of 2008. A reduction in debt
leverage to around 4.0x at Dec. 31, 2010 has been the result of
solid growth in EBITDA and the application of almost $700 million
of FCF to debt reduction in 2008-2010. Health Management's current
ratings anticipate that debt-to-EBITDA will be maintained around
4.0x. Although growth in EBITDA could result in incremental drops
in leverage, Fitch expects Health Management to prioritize use of
FCF for funding of hospital acquisitions as opposed to debt
reduction.

A favorable debt maturity schedule and ample liquidity also
support the credit profile. Health Management has no meaningful
debt maturities until 2014 other than its undrawn credit revolver
which expires in 2013. The $2.5 billion senior secured bank term
loan matures in February 2014 and the $400 million senior secured
notes mature April 2016. Liquidity is provided by approximately
$159 million of cash and marketable securities at Dec. 31, 2010,
availability on the company's $500 million senior secured revolver
($450.5 million available at Dec. 31, 2010), and FCF ($231 million
for the latest 12 months [LTM] ended Dec. 31, 2010). In 2011,
Fitch expects FCF (defined as cash from operations less dividends
and capital expenditures) to remain consistent with the 2010
level.

There is some risk related to Health Management's limited
operating cushion under its credit facility financial maintenance
covenants. At Dec. 31, 2010, Health Management had a 14% EBITDA
operating cushion versus the 4.8x leverage covenant. The covenant
tightens by 10 basis points (bp) each quarter to 4.0x at Dec. 31,
2012. However, based on its moderately positive operating outlook
for Health Management, Fitch believes that the company will be
able to maintain a solid EBITDA cushion even under the tightened
covenant levels.

Persistant Weak Industry Operating Trends:

In 2010, the for-profit hospital industry's same-hospital
admissions declined 1.5% while same-hospital adjusted admissions
(a measure adjusted for outpatient activity) grew by just 0.7%.
Health Management's same-hospital admissions were down 1.6%, and
same-hospital adjusted admissions were up 1.8%. In 2009, Health
Management led the industry in organic volume growth,
demonstrating improvements in physician recruitment and emergency
room management as well as targeted service line expansions. While
these initiatives continue to benefit Health Management's results,
its growth rates are more in-line with industry averages now that
it has anniversaried the start of these operational improvement
initiatives.

Most companies provided 2011 revenue guidance incorporating flat
growth in same hospital adjusted admissions. This is despite easy
comparisons against a poor trend in 2010 and is consistent with
Fitch's expectations. Health Management reported the first quarter
of 2011 (1Q'11) results earlier this week. The company's same
hospital admissions declined 3.9% versus the prior year period,
while same-hospital adjusted admissions were down 0.3%. There is
no apparent catalyst for near-term improvement in organic patient
volumes. Trends that indicate higher levels of structural
unemployment and growth in the consumer share of healthcare
spending support an expectation of weak organic volume trends in
the sector for some time to come.

Strength in pricing was a key factor offsetting the revenue impact
of tepid organic patient volumes in 2010. Strong trends in
commercial health insurance reimbursement rates, as well as a
slightly higher acuity patient case mix, partly due to lower flu
and obstetrics volumes, supported solid pricing growth. In 1Q'11
this dynamic appears to have persisted; Health Management reported
same hospital revenue growth of 4.8%. Since volumes were flat,
strength in pricing drove top-line growth in the quarter.

Fitch does expect that the industry will face greater pricing
pressure in 2011-2012. The hospital industry is absorbing
scheduled reductions in Medicare reimbursement as required by the
implementation of healthcare reform. Although these reductions are
nominal, Medicare does make up about 30% of hospitals' revenues,
on average, so even stagnant growth in Medicare reimbursement is a
significant headwind. In addition, there will be pressure on
Medicaid reimbursement rates due to state fiscal pressures and the
resultant budget cuts. About 50% of Health Management's licensed
beds are in Florida and Mississippi, making the company
particularly vulnerable to potential rate cuts in these states.
However, the exposure should be manageable given that only 9% of
the company's revenues are from patients with Medicaid coverage.

Growth Through Measured Acquisition Strategy:

Health Management's present strategy of using cash on hand (as
opposed to debt financing) to fund incremental, small, hospital
acquisitions is consistent with a 'BB-' IDR for the company. In
late 2009 through 2010, Health Management acquired about $650
million of annual revenue, which represented around 14% of the
company's same hospital revenue base.

Fitch notes that the entire for-profit hospital industry is
currently in acquisition mode due to attractive asset valuations
and the need to deploy excess cash to offset weak organic top-line
trends. Health Management's relatively small size means that it
can create value through incremental, cash flow funded
acquisitions. In contrast, a company the size of HCA or Community
Health Systems would have to execute a large, debt-funded
acquisition to make an impact. While Health Management could
consider a larger transaction in the future, recent activity has
been measured. The largest acquisition in the past 18 months cost
the company about $150 million.

Guidelines for Further Rating Actions:

Maintenance of a 'BB-' IDR for Health Management will require
debt-to-EBITDA maintained at or below 4.0x, and a sustained solid
liquidity profile, with FCF sufficient to fund the company's
growth through acquisition strategy. A leveraging acquisition
would be the most likely cause of a negative rating action for
Health Management. A sustained weak organic operating trend for
the hospital industry would also result in pressure on the ratings
if it erodes profitability and financial flexibility over time. A
positive rating action for Health Management is unlikely in the
near term.

Debt Issue Ratings:

Fitch has taken these actions on Health Management's debt issue
ratings.

   -- Secured bank facility affirmed at 'BB+';

   -- Senior secured notes affirmed at 'BB+';

   -- Subordinated convertible notes upgraded to 'B' from 'B-'.

The 'B' rating on the 3.75% subordinated convertible notes due
2028 ($91 million outstanding at Dec. 31 2010) is two-notches
below the 'BB-' IDR to reflect the high level of senior secured
debt in Health Management's capital structure. Recovery for the
subordinated note holders would be significantly prejudiced; about
95% of debt is secured.


HERNANDEZ CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hernandez Concrete Pumping, Inc. a New Mexico Domestic
        Profit
        P.O. Box 10656
        Albuquerque, NM 87184

Bankruptcy Case No.: 11-12001

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nmb11-12001.pdf

The petition was signed by Clora M. Hernandez, president.


HIGHMOUNT, LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Highmount, LLC
        aka Churchill Devco, LLC
        12616 Bridgeton Drive
        Potomac, MD 20854-1000

Bankruptcy Case No.: 11-18886

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: John Melvin Green, Esq.
                  JOHN M. GREEN, ATTORNEY AT LAW
                  109 North Adams Street
                  Rockville, MD 20850-2234
                  Tel: (301) 738-9900
                  Fax: (301) 738-9994
                  E-mail: jmgreen48law@gmail.com

Scheduled Assets: $1,440,200

Scheduled Debts: $1,162,822

The list of unsecured creditors filed together with its petition
does not contain any entries.

The petition was signed by Andrew G. Interdonato, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Andrew G. Interdonato                 --                        --
Beverly A. Interdonato                --                  04/29/11


HORIZON LINES: Avoids Ch. 11 After Judge Cuts $45M Antitrust Fine
-----------------------------------------------------------------
Ryan Davis at Bankruptcy Law360 reports that a Puerto Rico federal
judge on Thursday reduced a criminal price-fixing fine against
Horizon Lines LLC from $45 million to $15 million, preventing the
Company from defaulting on a loan and possibly having to file for
bankruptcy.

Law360 relates that U.S. District Judge Daniel R. Dominguez
granted a motion filed Tuesday by the U.S. Department of Justice,
which argued that the $45 million fine would force the company
into bankruptcy and that lowering it was the only way to ensure
that Horizon could pay.

                        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.

Horizon Lines reported 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, following the 2010 financial results.  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.

                           *     *     *

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: Posts $34.1 Million Net Loss in March 27 Quarter
---------------------------------------------------------------
Horizon Lines, Inc., filed on April 29, 2011, its quarterly report
on Form 10-Q, reporting a net loss of $34.1 million on
$285.4 million of revenue for the three months ended March 27,
2011, compared with a net loss of $13.2 million on $274.7 million
of revenue for the same period of 2010.

Vessel fuel costs increased $8.5 million for the quarter ended
March 27, 2011, compared to the quarter ended March 21, 2010.

Selling, general and administrative costs increased to
$24.3 million for the quarter ended March 27, 2011, compared to
$20.5 million for the quarter ended March 21, 2010, an increase of
$3.8 million or 18.4%.  This increase is primarily comprised of a
$2.3 million charge related to a separation agreement with the
Company's former chief executive officer, a $1.2 million increase
in legal and professional fees expenses associated with the
Department of Justice antitrust investigation and related legal
proceedings, and $600,000 as a result of the Company's
international operations.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

On March 22, 2011, the U.S. District Court for the Middle District
of Florida entered a judgment against the Company whereby the
Company was required to pay a fine of $45.0 million to resolve the
investigation by the U.S. Department of Justice into its domestic
ocean shipping business.  The Company expected to default under a
covenant in the indenture related to the $330.0 million aggregate
principal amount of 4.25% Convertible Senior Notes due 2012 as a
result of that judgment.

On April 28, 2011, the Court amended the fine imposed on the
Company by reducing the amount from $45.0 million to
$15.0 million.  "As a result, no covenant default exists, or is
expected to exist, under the indenture related to the Notes with
respect to the fine," the Company said in the filing.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

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

                       http://is.gd/7EVTwT

                        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.

Horizon Lines reported 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.

                           *     *     *

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.


INDIGOLD CARBON: Moody's Keeps Ba3 Amid Changes to Debt Structure
-----------------------------------------------------------------
Moody's Investors Service said Indigold Carbon (Netherlands) BV's
changes to its proposed debt financing structure will not change
its Ba3 Corporate Family Rating or the Ba3 rating on the proposed
$500 million senior secured Term Loan A due 2016.

The principal methodology used in rating Indigold Carbon
(Netherlands) BV was the Global Chemical Industry Methodology,
published in December 2009.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Indigold Carbon (Netherlands) BV is a new holding company formed
in connection with the acquisition of Columbian Chemicals
Acquisition LLC (Columbian Chemicals) by the Aditya Birla Group,
and after the consummation of the acquisition, its subsidiaries'
operations will be comprised of the existing Columbian Chemicals
Acquisition LLC business.  It will be a guarantor of its
subsidiaries' rated debt and issuer of audited financial
statements.  Indigold Carbon USA, Inc and other entities will be
borrowers under the proposed facilities.  The Aditya Birla Group
currently is the fourth largest global producer of carbon black
and will become the largest after the acquisition is completed.
Completion of the transaction is subject to regulatory approvals.


INNKEEPERS USA: Competitive Auction for Assets Expected
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
Innkeepers USA Trust told the bankruptcy judge at a hearing last
week that there likely will be competitive bidding at the May 2
auction for the 72 hotels.  Although the bidders weren't
identified, Cerberus Capital Management LP and TPG Capital LP
listened to the hearing on the telephone.  TPG Capital will be one
of the bidders, according to a person familiar with the matter.

                  May 10 Hearing on Plan Outline

Mr. Rochelle previously reported that the Debtors will seek
approval of the disclosure statement explaining its proposed
Chapter 11 plan on May 10.  Innkeepers is aiming for approval of
the plan at a June 23 confirmation hearing.

Mr. Rochelle relates that the Plan is actually five plans wrapped
in one. The primary portion of the plan covers 65 hotels, where
ownership is slated for transfer to Lehman Ali Inc. and Five Mile
Capital Partners LLC.  The Anaheim and Ontario Hilton hotels would
be sold or turned over to the secured lenders.  For the remaining
five hotels, the parties are "exploring multiple options,"
according to court papers.  There is to be an auction on May 2 to
determine if there is a better offer for the 65 hotels.  Bids for
all 72 hotels, single properties, or combinations may also be
taken on May 2.  A court filing says the parties "anticipate" a
competing bid for the entire group of hotels. Preliminary bids are
due April 25.

According to Mr. Rochelle, the disclosure statement says that
Midland Loan Services Inc., as servicer for $825 million of fixed-
rate mortgage debt on 45 properties, will have a 75% recovery from
being given mortgages for $622.5 million on revised terms.  Lehman
Ali, a non-bankrupt subsidiary of Lehman Brothers Holdings Inc.,
is slated for a 91% recovery on its $238 million in floating-rate
mortgages on 20 properties.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INTERNATIONAL GARDEN: Court Okays 2nd Amendment to Final DIP Order
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered, on
April 19, its order approving the second amendment to its final
order granting International Garden Products Inc., et al.,
permission to obtain up to $8.8 million in post-petition financing
(on a secured and super-priority basis) from a group of Lenders
led by Harris N.A., as DIP Agent.

The second amendment approves the following primary changes to the
DIP Credit Agreement:

  -- a new 13-week cash flow forecast for the period ending
     July 1, 2011.

  -- Section 8.29 of the DIP Credit Agreement is amended to
     provide that (i) by no later than April 15, 2011 (or such
     later date approved by 100% of the DIP Lenders), the Debtors
     will have negotiated a purchase and sale agreement for the
     sale of substantially all of their property to a third-party
     purchaser and will have submitted same to the DIP Lenders for
     consideration, and (ii) by not later than April 30, 2011,
     Debtors will have executed the Sale Agreement under terms and
     conditions as acceptable to 100% of the DIP Lenders.

The second amended DIP order also provided that the retainer
amounts held by the Debtors' Case Professionals and FTI Consulting
will be reduced to an aggregate amount of not more than $100,000
by being immediately applied to the budgeted amounts for Case
Professionals and FTI Consulting for the amount of April 2011 and
for any prior periods that remain unpaid, and that notwithstanding
the description of the Carve-Out and the terms and limitations set
forth in Section 8 of the Final DIP Order, the proceeds of the DIP
Loans and Cash Collateral may be used to pay Professional Fees and
the fees of FTI Consulting.

Further, upon the closing of any sale of substantially all of the
Debtor' assets, funds sufficient to pay all accrued but unpaid
fees and expenses of Case Professionals and FTI Consulting at the
closing will be segregated from the proceeds of the sale and
transferred to the respective Case Professionals and FTI
Consulting, such funds to be held in escrow as additional
retainers and not applied to the outstanding fees and expenses of
the Case Professionals and FTI Consulting except upon allowance of
such fees and expenses by further order of the Court.

A copy of the second amended DIP order is available for free at:

   http://bankrupt.com/misc/int'lgarden.2ndAmendedDIPorder.pdf

As reported in the TCR on Feb. 11, 2011, the Debtors obtained
authorization from the Bankruptcy Court to amend the senior
secured, superpriority postpetition credit agreement the Debtors
entered into with a syndicate of lenders led by Harris N.A., as
administrative agent.

The Debtors and the DIP Lenders agreed to increase the
aggregate amount of the DIP revolving credit commitments (to
$8.8 million from $7.5 million), amend the availability limit,
approve the cash flow forecast for the period ending on or about
March 31, 2011, and amend certain other provisions of the DIP
Credit Agreement.

As reported by the TCR on Nov. 17, 2010, the Bankruptcy Court, in
a final order, authorized the Debtors to obtain postpetition
secured financing from the DIP Lenders.  The Debtors were indebted
to prepetition $30,669,990 in revolving loans and $13,000,000 in
term loans.  As reported in the TCR on Oct. 13, 2010, the DIP
lenders committed to provide up to $7.5 million postpetition
revolving line of credit.  To secure the prepetition liabilities,
the Debtors granted security interests and liens to the
prepetition secured parties upon all of the Debtors assets and
property.

               About International Garden Products

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed
for Chapter 11 protection on Oct. 4, 2010 (Bankr. D. Del. Lead
Case No. 10-13207).  International Garden estimated assets and
debts at $10 million to $50 million in its Chapter 11 petition.

Derek C. Abbott, Esq., and Andrew R. Remming, Esq., at Morris,
Nichols, Arsht & Tunnell, LLP, in Wilmington, Del., represent the
Debtors as Delaware counsel.  Eric S. Prezant, Esq., and Leslie A.
Bayles, Esq., at Bryan Cave LLP, in Chicago; and Cullen K. Kuhn,
Esq., at Bryan Cave LLP, in St. Louis, Mo., serve as co-counsel.
FTI Consulting is the restructuring advisor.  Garden City Group is
the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Bankr. D.
Del. Case No. 10-13209), Iseli Nursery, Inc. (Bankr. D. Del. Case
No. 10-13210), and Old Skagit, Inc. (Bankr. D. Del. Case No.
10-13211).


I/OMAGIC CORP: Posts $334,600 Net Loss in March 31 Quarter
----------------------------------------------------------
I/OMagic Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $334,626 on $983,670 of sales for the
three months ended March 31, 2011, compared with net income of
$13,239 on $2.3 million of sales for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed $1.5 million
in total assets, $4.4 million in total liabilities, and a
stockholders' deficit of $2.9 million.

As reported in the TCR on March 8, 2011, Simon & Edward, LLP, in
City of Industry, Calif., expressed substantial doubt about
I/OMagic's ability to continue as a going concern, following the
Company's results for fiscal year ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses, has serious liquidity concerns and
may require additional financing in the foreseeable future.

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

                       http://is.gd/I4Md3C

Irvine, Calif.-based I/OMagic Corporation sells electronic data
storage products and other consumer electronics products in the
North American retail marketplace, which includes the United
States and Canada.  During 2010 and 2009, all of the Company's
net sales were generated within the United States.


IRH VINTAGE: Court Confirms Chapter 11 Plan of Liquidation
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed the joint Chapter 11 plan of liquidation dated March 31,
2011, co-proposed by IRH Vintage Parker Enters LP and its debtor-
affiliates, and lender Capmark Bank.

The Court found that the Plan has complied with all the provisions
of Section 1129(a) and satisfied all applicable provision of
Section 1129(b).

On the effective date of the Plan, all cash available from the
current operational revenues, and collection of receivables, will
be used to pay administrative and priority claims, and general
unsecured claims as well as any additional claims required by the
Plan that are due on the Effective Date.

The Plan provides for the treatment of the Debtors' existing debts
and payment to creditors by the Reorganized Debtors as follows:

   1) Allowed administrative claims and priority non-tax claims
      will be paid in cash in full;

   2) Allowed ad valorem claims of taxing authorities will be paid
      in cash full when due;

   3) Allowed priority claims, if any, will be paid in cash in
      full with interest on the Effective Date;

   4) Allowed secured claim of Capmark Bank will be paid by
      delivery of all net proceeds of the sale of the Property
      plus any net cash collateral remaining after all other
      creditors are paid as provided for herein plus up to
      $2 million from the guarantors;

   5) Allowed general unsecured claims and allowed senior secured
      claims of mechanics and materialmen will receive the full
      amount of their respective allowed claim with interest on
      the Effective Date;

   6) Wrightwood Capital Lender, LP, will receive no distribution
      while preserving all of its rights in full against the
      entities identified as the "Guarantors";

   7) Allowed unsecured claims of affiliates will be offset
      against debts owed to the Debtors and the balance, if any
      will be extinguished; and

   8) Interests of the existing equity holders will not receive
      any distributions.

Under the Plan, among others, holders of allowed general unsecured
claims will be paid in full with interest at the rate of 6% per
annum from the petition date through the date of payment.  The
payments will be made on the effective date or the date the claims
become allowed claims.

Additionally, holders of allowed senior secured claims of
mechanics and materialmen will also be paid in full with interest
at the rate of 6% per annum from the petition date through the
date of payment.  The payment, however, will be made on the later
of the Effective Date or the date the claims become allowed
claims.

A full-text copy of the Chapter 11 plan, as amended, is available
for free at http://ResearchArchives.com/t/s?75d7

                   About Vintage Park Partners

IRH Vintage developed the Vintage Park Apartment Homes on Cutten
Road in northwest Houston.  The project, built in 2007, has 324
units situated on a 13-acre plot.  The Capmark mortgage matured in
July. The bank had installed a receiver.

IRH Village filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Texas Case No. 10-37503) on Sept. 2, 2010.  Edward L
Rothberg, Esq., Melissa Anne Haselden, Esq., and T. Josh Judd,
Esq., at Hoover Slovacek, LLP, represent the Debtor.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
petition date.

Brad J. Axelrod, Esq., at McGlinchey Stafford PLLC, represents the
Capmark Bank.


IVT SOFTWARE: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
IVT Software Inc. filed on April 27, 2011, Amendment No. 1 to its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010, which was filed with the Securities and Exchange Commission
on April 15, 2011.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
IVT Software's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

The Company reported a net loss of $57,510 on $3.9 million of
revenues for 2010, compared with a net loss of $109,742 on
$5.0 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.1 million
in total assets, $2.0 million in total liabilities, all current,
and a stockholders' deficit of $913,519.

A complete text of the Form 10-K/A is available for free at:

                       http://is.gd/dSBE2J

IVT Software Inc., acquired on Dec. 28, 2010, 100% of the issued
and outstanding Membership Units of Haddad Wylie Industries, LLC.
Headquartered in Pittsburgh, Pa., Haddad Wylie Industries is a
turnkey provider of cleanroom systems; designing, engineering,
manufacturing, installing and servicing principal component
systems for advanced cleanrooms.


J.J. DONOVAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: J.J. Donovan and Sons, Inc.
        35 Swan Street
        Medford, MA 02155

Bankruptcy Case No.: 11-13958

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Nina M. Parker, Esq.
                  PARKER & ASSOCIATES
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187
                  E-mail: nparker@ninaparker.com

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Michael J. Donovan, president,
treasurer & director.


JAVO BEVERAGE: Wins Confirmation of Plan With No Negative Votes
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Javo Beverage Co. has the signature of the bankruptcy
judge on an April 28 confirmation order approving the Chapter 11
plan.  There were no formal objections to the plan and not a
single creditor voted "no."

Mr. Rochelle relates that the Debtor filed under Chapter 11 in
January having already negotiated an agreement where current
investor Coffee Holdings LLC would become the owner.  As revised,
the plan gives Coffee Holdings 90% of the equity in exchange for
$3.2 million in financing for the Chapter 11 case, $6 million in
senior notes, and $12.1 million in subordinated notes of the
operating company.  Coffee Holdings owns 23% of the existing
common stock.

According to the report, for unsecured creditors and subordinated
noteholders of the operating company, the plan was improved after
negotiations with the official creditors' committee.  General
unsecured creditors with $2.5 million in claims are being paid in
full with interest in quarterly installments over one year.
Holders of $11.1 million in subordinated notes of the operating
are taking home 10% of the new stock plus an $800,000 note, for a
19.9% recovery.  Holders of subordinated notes of the holding
company receive nothing.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/JAVOBEVERAGE_AmendedDS.pdf

                        About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Del.
Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy
counsel.  Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel.
Valcor Consulting LLC is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
disclosed $14,659,681 in total assets and $26,705,755 in total
debts as of the Petition Date.

The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel and J.H. Cohn LLP as its financial advisor.


JB BOOKSELLERS: Four Bookstores Continue After Auction
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Joseph-Beth Booksellers LLC auctioned its remaining
five book-stores on April 20 and won approval of the sale results
at the end of April.  Three locations in Cincinnati, Cleveland and
Lexington, Kentucky, were sold as going concerns for $2.64 million
plus assumption of specified liabilities.  Gordon Brothers Retail
Partners LLC won the right at auction to liquidate the inventory
in the other two as the company's agent.  Later, a buyer worked
out an agreement with Gordon Brothers to pay $825,000 for
inventory in the Memphis store so it could continue operations.
The contract with Gordon Brothers was modified so the liquidator
guaranteed 38.75% of the retail value of the inventory plus
$725,000.  The contract assumes that the retail value of inventory
in the fifth store being liquidated is $1.3 million.

                       About JB Booksellers

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
eight full service retail bookstores of which four remain open.
The Company also operate several cafes, which are attached to the
bookstores.  The Debtors have recently established a health and
wellness niche bookstore, which is located in the Cleveland Clinic
in Cleveland, Ohio.

The Company filed for Chapter 11 protection on Nov. 11, 2010
(Bankr. E.D. Ky. Case No. 10-53594).  The case is jointly
administered with JB Booksellers, Inc. (Bankr. Case No. 10-53593).
Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl, LLP, in Lexington,
Ky., and Kim Martin Lewis, Esq., and Patrick D. Burns, Esq., at
Dinsmore & Shohl, LLP, in Cincinnati, Ohio, represent the Debtor.
The Debtor disclosed assets of $15,941,680 and liabilities of
$18,501,989 as of the Chapter 11 filing.

Lowenstein Sandler PC and Frost Brown Todd LLC, serve as
co-counsels for the Official Committee of Unsecured Creditors.
Traxi LLC, serves as financial advisor to the Committee.


JERROLD A. WATSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jerrold A. Watson and Sons
        3755 Highway 23
        Monetta, SC 29105

Bankruptcy Case No.: 11-02846

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  LEVY LAW FIRM, LLC
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  E-mail: llfecf@levylawfirm.org

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/scb11-02846.pdf

The petition was signed by Jerrold Watson and Joseph Watson,
partners.


LAGUNA DEVELOPMENT: Fitch Upgrades Revenue Bonds to 'BB+'
---------------------------------------------------------
Fitch Ratings upgraded Laguna Development Corporation's enterprise
revenue bonds to 'BB+' from 'BB'. Fitch also assigned a 'BB'
Issuer Default Rating to LDC and withdrew its 'BB-' Issuer Rating.

The Rating Outlook is Stable.

The assignment of 'BB' IDR to LDC and the upgrade of the bonds to
'BB+' reflect the implementation of Fitch's updated Native
American gaming criteria and LDC's better than expected operating
performance following a 2010 Hard Rock rebranding of a competing
property.

The upgrade of the bonds and the assignment of 'BB' IDR also
reflect LDC's stabilization in gaming revenue and EBITDA trends;
increased market share in the Albuquerque market and further
deleveraging through regular amortization of debt. LDC's Cash Flow
Sharing Agreement (CFSA) with the Pueblo of Laguna, which limits
distributions to the tribe, and the Pueblo's relatively low
reliance on transfers from LDC support the 'BB' IDR.

LDC's debt to EBITDA through the latest 12 months (LTM) ending
March 31, 2011 is at about 1.9 times (x) and Fitch expects this
ratio to decline closer to 1.25x over the next 4-5 years. This
expectation assumes annual EBITDA growth in the low-to-mid single
digit range; no major debt funded capital projects, and continued
amortization of debt in the $5 million-$7 million range per year.
An increase in the leverage ratio to significantly above 2.0x due
to a severe operating downturn or a considerable debt issuance to
fund a major capital project may pressure the ratings or Outlook.

Positive rating actions are unlikely in the near-to-medium term
given the fundamental credit constraints faced by LDC. These
constraints include LDC's small size and lack of geographic
diversification; highly competitive environment in the relatively
saturated Albuquerque market; and the cyclical, discretionary
nature of the business. An IDR upgrade to 'BB+' is possible over
the long-term if financial metrics continue to improve and
financial policies remain conservative. However, ratings are
largely capped below investment grade for reasons mentioned above.

Operating and Market Share Gains:

LDC's net gaming revenues and EBITDA saw modest gains in fiscal
2010 and the first quarter of 2011 compared to the respective
prior year periods. LDC's 2010 net gaming revenue growth slightly
outpaced the Albuquerque market's flat slot revenue growth.

LDC's reinvestment in its gaming enterprises has led to multiple
consecutive years of market share increases. Market share, as
measured by the net slot win in the Albuquerque area, increased
from 18.4% in 2007 to 21.1% in 2010. More recent market share
gains are attributable to a 2009 renovation of LDC's secondary
facility, Dancing Eagle Casino, and a $15 million expansion of the
flagship Route 66 Casino Hotel. The expansion opened in July 2010
and included an addition of 200 slot machines, a new poker room,
and new food and drink offerings.

While the operating and market share gains are encouraging,
bondholders should be mindful that the market remains highly
competitive with five other Native American Pueblos operating six
casinos in the regional Albuquerque gaming market.

Further, the regional economy has yet to show evidence of a
recovery, with the unemployment rate for the Albuquerque metro
area reaching 9.1% in February 2011, up from 8.6% a year earlier.
Despite this, Fitch maintains that Albuquerque's economic base is
broad and in the long term should continue to be aided by its
development as a high-tech hub.

Cash Sharing Agreement with the Pueblo:

LDC and the Pueblo of Laguna entered into a CFSA, which
establishes minimum operating and capital expenditure cash
reserves to be maintained at LDC. The bulk of the transfers to
Pueblo are made annually based on a percentage of cash remaining
after the reserves are established. There is also a fixed amount,
comprising a small portion of total transfers, that the tribe
receives in monthly increments.

Fitch views this agreement favorably as it enhances liquidity at
LDC, helps ensure proper levels of capital reinvestment and sets
tribal transfers at levels that are commensurate with the cash
flow generating ability of the enterprise. The agreement is part
of the bond covenants.

The Enterprise Revenue Bonds:

The 2006 enterprise revenue bonds are term bonds maturing in 2015
and 2021. The bonds are subject to mandatory monthly sinking fund
payments of principal in an amount sufficient to fully amortize by
maturity, resulting in a level debt service schedule through
maturity.

The bonds are secured by a lien on the cash flows of LDC and
benefit from a trustee controlled flow of funds and a springing
debt service reserve fund (DSRF). The controlled flow of funds and
the funding of the DSRF are activated if debt service coverage by
EBITDA declines below 2.0 times (x). A coverage level of less than
1.5x would trigger an event of default. Coverage was 3.75x as of
March 31, 2011. Additional debt is permitted so long as pro forma
leverage does not exceed 3.0x and debt service coverage remains
above 2.5x.

Incorporating a Recovery Framework:

The one-notch differentiation between the IDR and the 'BB+' bond
rating reflects the implementation of Fitch's revised Native
American gaming criteria, dated March 18, 2011. Fitch estimates
solid recovery prospects for Laguna bondholders in the event of
default.

Following the completion of three seminal Native American gaming
bond restructurings in late 2010, Fitch updated its Native
American gaming criteria to incorporate analysis of recovery
prospects in an event of default. The recovery framework assumes
that a restructuring scenario would entail an exchange or tender
of new debt for defaulted debt. The value of new debt, which the
enterprise cash flows can support, relative to the amount of debt
outstanding at the time of the contemplated default scenario is a
determining factor of recovery prospects in Fitch's analysis.

Fitch typically applies a soft cap for this sector that limits the
positive differential from the IDR to one notch. This is primarily
because the enforceability of creditor claims related to defaults
of Native American gaming issuers has limited legal precedent.

To determine the cash flow levels at the time of a default, Fitch
stresses the enterprise's current EBITDA levels and subtracts
capital expenditures and tribal transfers that Fitch considers to
be sustainable in a distressed situation.

Fitch rates Laguna Development Corporation:

   -- IDR 'BB';

   -- Enterprise revenue bonds, series 2006 'BB+'.


LAMBO, LLC: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lambo, LLC
        6816 Medinah Lane NE
        Albuquerque, NM 87111

Bankruptcy Case No.: 11-11967

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Chris W. Pierce, Esq.
                  HUNT & DAVIS, P.C.
                  P.O. Box 30088
                  Albuquerque, NM 87190-0088
                  Tel: (505) 881-3191
                  Fax: (505) 881-4255
                  E-mail: cpierce@hrd-law.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nmb11-11967.pdf

The petition was signed by Timothy S. McNaney, managing member of
McNaney Building Investments, LLC, majority interest holder and
member.


LANDMARK MEDICAL: Asset Sale Further Delayed
--------------------------------------------
The Associated Press reports that Judge Michael Silverstein ruled
that all three bids for bankrupt Woonsocket hospital Landmark
Medical Center and an affiliated rehabilitation facility are
inadequate and has given bidders another 10 days to sweeten their
offers.

According to the report, Judge Silverstein said that while the
bids to purchase Landmark Medical Center and an affiliated
rehabilitation facility promise significant financial investments,
they lack either a contract with unions or an agreement with the
state's dominant health insurer Blue Cross Blue Shield. He says
those could derail the deal later.

Three for-profit companies -- two from Tennessee and one from
California -- have made bids, the report notes.

Associated Press says that Judge Silverstein ruled out opening the
process to more bidders.

Landmark was placed in receivership in 2008 and had been in danger
of closing, the report recalls.  The hospital's court-appointed
special master says the facility has just $1.4 million in the
bank, the report adds.

The Call reported earlier that after nearly three years in
receivership, Landmark Medical Center was expected to learn the
identity on April 27 of a for-profit buyer who pledges to nurse
the troubled facility back to health.  Superior Court Judge
Michael Silverstein scheduled a hearing April 27 to make the
announcement after four contenders bid on the hospital's assets.

The Call said that three for-profit companies are in the running
for Landmark, the 214-bed acute care hospital on Cass Avenue, and
its sister facility, the Rehabilitation Hospital of Rhode Island
in North Smithfield.  The report relates that RegionalCare
Hospital Partners of Brentwood, Tenn., has tendered one of the
most aggressive offers, promising to inject some $70 million into
the facilities over the next several years.  Two others, Prime
Healthcare of Ontario, Calif., and Transition Healthcare, also of
Tennessee, have made comparable offers for the two hospitals,
while another for-profit bidder, HealthSouth of Birmingham, Ala.,
bid for the rehab hospital alone, The Call discloses.


LEHMAN BROTHERS: Paulson Group Amends Rival Restructuring Plan
--------------------------------------------------------------
A group of creditors led by Paulson & Co. has filed with the U.S.
Bankruptcy Court for the Southern District of New York a revised
Chapter 11 plan for Lehman Brothers Holdings Inc. and its
affiliated debtors.

The rival plan had been revised to reflect the modification to
classification to account for the Debtors' changed view of rights
under contractual subordination agreements, and the changes made
by the Debtors to their assumptions with respect to asset
valuations and claims realization.  The revised plan also
reflects the certification of existing claims through issuance of
payment notes under the rival plan, and discusses the recent
events in the Debtors' bankruptcy cases that affect the rival
plan.

Pursuant to the Paulson group's revised plan, payment notes will
be issued to certain holders of allowed claims in certain classes
primarily for the purpose of recording transfers of ownership of
those claims.  A payment note means an instrument issued pursuant
to the rival plan evidencing ownership of an allowed claim and
the obligation of the consolidated Debtors to make any
corresponding distributions.

The Paulson group believes that the issuance of payment notes as
will increase the market liquidity for allowed claims and
represents a substantial enhancement over its plan and a
substantial benefit to holders of allowed claims as compared to
the Debtors' proposed plan.

The revised rival plan proposes this classification of claims and
interests:

        Type of Claim/            Estimated
Class    Equity Interest           Recovery           Impairment
-----    ---------------           ---------          ----------
1        Priority Non-Tax Claims      100%            Unimpaired

2        Secured Claims               100%            Unimpaired

3        Senior Unsecured Claims   If all Classes     Impaired
                                  accept, 25.4%;
                                  if all Classes
                                  reject, 24.4%

4        General Unsecured Claims  If all Classes     Impaired
                                  accept, 22.6%;
                                  if all Classes
                                  reject, 21.7%.

5A       Subordinated Class 5A          0%            Impaired
        Claims

5B       Subordinated Class 5B          0%            Impaired
        Claims

5C       Subordinated Class 5C          0%            Impaired
        Claims

6A-6n    Subsidiary Unsecured      If all Classes     Impaired
        Claims, as separately     accept, 22.4%;
        designated on a           if all Classes
        Subsidiary-Debtor-by-     reject, 21.7%
        Subsidiary-Debtor basis

7A-7n    Consolidated Third-       If all Classes     Impaired
        Party Guarantee Claims,   accept, 4.9%;
        as separately designated  if all Classes
        on a Primary-Obligor-by-  reject, 0%
        Primary-Obligor basis

8A-8n    Senior Non-Consolidated   If all Classes     Impaired
        Third-Party Guarantee     accept, 13.6%;
        Claims, as separately     if all Classes
        designated on a Primary-  reject, unknown
        Obligor-by-Primary-
        Obligor basis

9A-9n    General Non-Consolidated  If all Classes     Impaired
        Third-Party Guarantee     accept, 13.6%;
        Claims, as separately     if all Classes
        designated on a Primary-  reject, unknown
        Obligor-by-Primary-
        Obligor basis

10       Senior Non-Consolidated   If all Classes     Impaired
        Inter-company Claims      accept, 22.2%;
                                  if all Classes
                                  reject, unknown

11       General Non-Consolidated  If all Classes     Impaired
        Inter-company Claims      accept, 19.4%;
                                  if all Classes
                                  reject, unknown

12       Senior Non-Consolidated   If all Classes     Impaired
        Affiliate Guarantee       accept, 22.2%;
        Claims                    if all Classes
                                  reject, unknown

13       General Non-Consolidated  If all Classes     Impaired
        Affiliate Guarantee       accept, 19.4%;
        Claims                    if all Classes
                                  reject, unknown

14A      LBT Inter-company Claims  If all Classes     Impaired
                                  accept, 19.4%;
                                  if all Classes
                                  reject, 0.0%

14B      LBSN Inter-company Claims If all Classes     Impaired
                                  accept, 19.4%;
                                  if all Classes
                                  reject, 0.0%

15A      LBT Third-Party           If all Classes     Impaired
        Guarantee Claims          accept, 9.7%;
                                  if all Classes
                                  reject, 0.0%;

15B      LBSN Third-Party          If all Classes     Impaired
        Guarantee Claims          accept, 9.7%;
                                  if all Classes
                                  reject, 0.0%

16A-16n  Designated Non-Debtor     If all Classes     Impaired
        Affiliate Inter-company   accept, 19.4%;
        Claims, as separately     if all Classes
        classified on Designated- reject, 0.0%
        Non-Debtor-Affiliate-by-
        Designated-Non-Debtor-
        Affiliate basis

17A-17n  Senior Designated         If all Classes     Impaired
        Non-Debtor Affiliate      accept, 13.6%;
        Third-Party Guarantee     if all Classes
        Claims, as separately     reject, 0.0%
        designated on a Primary-
        Obligor-by-Primary-
        Obligor basis

18A-18n  General Designated        If all Classes     Impaired
        Non-Debtor Affiliate      accept, 13.6%;
        Third-Party Guarantee     if all Classes
        Claims, as separately     reject, 0.0%
        designated on a Primary-
        Obligor-by-Primary-
        Obligor basis

19       Section 510(b) Claims          0%            Impaired
        asserted against any of
        the Consolidated Debtors

20       Equity Interests in LBHI       0%            Impaired

Full-text copies of Paulson group's revised plan and disclosure
statement are available without charge at:

  http://bankrupt.com/misc/LBHI_AmPlanPaulson042911.pdf
  http://bankrupt.com/misc/LBHI_DSPaulson042911.pdf

The deadline for filing objections to Paulson group's disclosure
statement is May 27, 2011.
.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Goldman Group Seeks Approval of Plan Outline
-------------------------------------------------------------
A group of creditors of Lehman Brothers Holdings Inc. has asked
Judge James Peck to approve the disclosure statement explaining
the Chapter 11 plan it proposed for the company and its
affiliated debtors.

The creditors, which include Goldman Sachs Bank USA and Deutsche
Bank and hedge funds Oaktree Capital Management LP and Silver
Point Capital LP, filed a rival plan on April 25, 2011, following
LBHI's move to give billions more to senior bondholders.

The rival plan proposes a 16% recovery for creditors that hold
senior unsecured claims against LBHI, down from 21.4% under
LBHI's restructuring plan.  Meanwhile, general unsecured
creditors would recover 14.7%, down from 19.8% under LBHI's plan.

Goldman Sachs' lawyer, Thomas Moloney, Esq., at Cleary Gottlieb
Steen & Hamilton LLP, in New York, said the disclosure statement
contains sufficient information for creditors to decide on
whether to support the group's proposed plan.

Mr. Moloney pointed out that the disclosure statement contains an
overview of the Goldman Sachs group's rival plan and the
differences between the plan and those proposed by LBHI and the
Ad hoc group of Lehman creditors led by Paulson & Co. and the
California Public Employees Retirement System.

The Goldman Sachs group's plan also provides a discussion of the
classification and treatment of claims and equity interests; the
means for implementation and the requirements for the plan's
confirmation; alternatives to the confirmation and consummation
of the plan, according to Mr. Moloney.

The Goldman Sachs group is not yet proposing its own solicitation
procedures.  It is planning to enter into an agreement with LBHI
and the Paulson group regarding the procedures and will seek
court approval only in case negotiations fail.

Judge Peck is set to hold a hearing on June 28, 2011, to consider
the rival plan, along with the Chapter 11 plans proposed by LBHI
and the Paulson group.

The deadline for filing objections to the Goldman Sachs group's
proposed disclosure statement is May 27, 2011.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Want Barclays to Pay for Margin Assets
-----------------------------------------------------------
James Giddens, the trustee liquidating Lehman Brothers Inc.'s
assets, has asked the U.S. Bankruptcy Court for the Southern
District of New York to issue an order requiring Barclays Capital
Inc. to pay the full amount of the so-called margin assets.

The move came after Barclays Capital, which bought Lehman
Brothers Holdings Inc.'s brokerage firm, filed a proposed order
that would award to the U.K. bank at least $1.5 billion of the $4
billion worth of margin assets that had been transferred to the
U.K. bank.

"Instead of proposing an order to effectuate the Court's Feb.
22 opinion, Barclays submitted a proposed order that, with
respect to the margin assets, would undo much of the Court's
opinion," said the trustee's lawyer, William Maguire, Esq., at
Hughes Hubbard & Reed LLP, in New York.

Judge James Peck, in its Feb. 22 opinion, held that Barclays
Capital does not have a right to the margin assets.  These assets
include Lehman cash held by exchanges as margin to support the
trading and clearance of exchange traded derivatives.

Mr. Maguire further said that Barclays' proposed order seeks to
limit the trustee's recovery of margin assets to those posted in
connection with LBI's own proprietary exchange-traded derivative
positions, omitting up to $3.5 billion in margin assets.

"Barclays' proposed order seeks to carve out and award to
Barclays about $1.5 billion of margin assets that were held in
the form of government securities," Mr. Maguire pointed out,
adding that such claim is contrary to the Court's opinion and the
record.

Mr. Maguire also sought a court ruling that Barclays does not
have entitlement to or interest in the margin assets "whether
they are in the form of cash, government securities or other cash
equivalents."

Neil Oxford, Esq., at Hughes Hubbard, and D. Eric Stovall, a
principal with KPMG LLP, filed declarations in support of Mr.
Giddens.

In a court filing, Barclays asked Judge Peck to issue an order
clarifying its entitlement to certain specific categories of
margin assets and establishing a process, which would call for a
schedule to be prepared based on record evidence identifying each
category of margin assets.

Barclays believes that it is entitled to margin assets that were
needed to cover liabilities it assumed with respect to "exchange-
traded derivative customers" who were transferred to the U.K.
bank when it bought LBI's assets.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: $1.235-Bil. Already Paid to Lawyers, Advisors
--------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended March 31, 2011:

Beginning Cash & Investments (03/01/11) $22,619,000,000
Total Sources of Cash                     1,142,000,000
Total Uses of Cash                         (530,000,000)
FX Fluctuation                               (4,000,000)
                                        ---------------
Ending Cash & Investments (03/31/11)    $23,236,000,000

LBHI reported $2.316 billion in cash and investments as of
March 1, 2011, and $2.598 billion as of March 31, 2011.

The monthly operating report also showed that from March 1 to
31, 2011, a total of $31,923,000 was paid to professionals that
were retained in the Debtors' Chapter 11 cases.

From Sept. 15, 2008 to March 31, 2011, a total of
$1,235,763,000 was paid to professionals, of which $422,867,000
was paid to the Debtors' turnaround manager, Alvarez & Marsal
LLC, while $ 285,974,000 was paid to their bankruptcy counsel,
Weil Gotshal & Manges LLP.

A full-text copy of the March 2011 Operating Report is available
for free at http://bankrupt.com/misc/LehmanMORMarch2011.pdf

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Rejects $340 Mil. in Liability Claims
--------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Lyondell Chemical
Co. continued to sift through bankruptcy claims in New York on
Thursday, rejecting a raft of personal injury, antitrust and
environmental cleanup claims totaling roughly $340 million.

Lyondell maintains that $340 million in claims are invalid and are
merely attempts to extract unjustified sums from the custodial
trust created when the company emerged from Chapter 11 in April
2010, according to Law360.

                        About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


LYONDELL CHEMICAL: Seeks to Expunge BP Claims Over MTBE Suits
-------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Lyondell Chemical
Co. on Wednesday stonewalled indemnification claims in New York
from BP PLC subsidiaries embroiled in sprawling litigation over
methyl tertiary-butyl ether contamination.

While Lyondell is working toward a settlement with the BP entities
over the MTBE liability, the Company asked the bankruptcy judge
supervising its landmark Chapter 11 case to expunge the
indemnification claims in the event a resolution proves
unattainable, Law360 says.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MAJESTIC STAR: Wants to Strike Settlement Deal With Creditors
-------------------------------------------------------------
BankruptcyData.com reports that the Majestic Star Casino filed
with the U.S. Bankruptcy Court motion to enter into a settlement
agreement and new development agreement between the official
committee of unsecured creditors, the Bank of New York Mellon
Trust Co., Wells Fargo Capital Finance, the City of Gary, Indiana
and the Gary Redevelopment Commission.  Under the agreement, the
City of Gary agreed to make certain infrastructure improvements
while Majestic agreed to pay the City of Gary 3% of its adjusted
gross income and not less than $6 million, among other things. The
Court scheduled a May 17, 2011 hearing on the matter.

                      About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
Dec. 8, 1993, as an Indiana limited liability company to provide
gaming and related entertainment to the public.  The Company
commenced gaming operations in the City of Gary at Buffington
Harbor, located in Lake County, Inc., on June 7, 1996.  The
Company is a multi-jurisdictional gaming company with operations
in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on Nov. 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MEDCLEAN TECHNOLOGIES: Incurs $1.1MM Net Loss in March 31 Quarter
-----------------------------------------------------------------
MedClean Technologies, Inc., filed on April 28, 2011, its
quarterly report on Form 10-Q, reporting a net loss of
$1.1 million on $593,624 of revenues for the three months ended
March 31, 2011, compared with a net loss of $1.6 million on
$268,867 of revenues for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed $1.8 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $295,325.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet
its obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.

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

                       http://is.gd/t4Bssn

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.


METROGAS SA: Price Waterhouse Raises Going Concern Doubt
--------------------------------------------------------
MetroGAS S.A. filed on April 28, 2011, its annual report on Form
20-F for the fiscal year ended Dec. 31, 2010.

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about MetroGas S.A.'s ability to
continue as a going concern.  The independent auditors noted of
uncertainties related to the suspension of the original regime for
tariff adjustments and the Company's petition for voluntary
reorganization in an Argentine Court on June 17, 2010.

The Company reported a net loss of ARS71.7 million on
$1.122 billion of sales for 2010, compared with a net loss of
ARS78.3 million on $1.074 billion of sales for 2009.

The Company's balance sheet at Dec. 31, 2010, showed total assets
of ARS2.511 billion, total liabilities of ARS1.683 billion,
minority interest of ARS1.6 million, and shareholders' equity of
ARS825.9 million.

A complete text of the Form 20-F is available for free at:

                       http://is.gd/0tXLMv

                          About MetroGas

Buenos Aires-based MetroGAS S.A., which listed its American
Depositary Shares on the New York Stock Exchange and Buenos Aires
Stock Exchange in November 1994, is Argentina's largest natural
gas distribution company in terms of number of customers and
volume of gas deliveries, according to the 2010 annual report of
ENARGAS, an agency of the Argentine Government, which has broad
authority over the gas distribution and transportation industries,
including their tariffs.  The Company has approximately 2.2
million customers in its service area (the city of Buenos Aires
and southern and eastern greater metropolitan Buenos Aires).  The
Company is one of nine natural gas distribution companies formed
in connection with the privatization of Gas del Estado.

The suspension of the original regime for tariff adjustments and
the inability to generate sufficient cash flows to pay its
financial debt obligations led the Company to file a petition for
a voluntary reorganization proceeding (concurso preventivo) in an
Argentine court on June 17, 2010.


MILLER PAVING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Miller Paving & Construction, LLC
        7150 Kaw Drive
        Kansas City, KS 66111

Bankruptcy Case No.: 11-21247

Chapter 11 Petition Date: April 28, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: colin@evans-mullinix.com

Scheduled Assets: $7,692,499

Scheduled Debts: $12,942,621

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-21247.pdf

The petition was signed by K. Kevin James, managing member.

Affiliates that sought Chapter 11 protection on April 28, 2011:

  Debtor                                 Case No.
  ------                                 --------
Miller Paving & Underground, LLC         11-21248
Concrete United, LLC                     11-21249


MJ THORNY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MJ Thorny, Inc.
        1479 Scott Blvd.
        Decatur, GA 30030

Bankruptcy Case No.: 11-62724

Chapter 11 Petition Date: April 28, 2011

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

Judge: James R. Sacca

Debtor's Counsel: Jeffrey Alan Bashuk, Esq.
                  BASHUK & GLICKMAN
                  Suite 181
                  2897 N. Druid Hills Road
                  Atlanta, GA 30329
                  Tel: (404) 396-7686
                  Fax: (404) 325-2799
                  E-mail: jeffbashuk@aol.com

Scheduled Assets: $750,000

Scheduled Debts: $665,500

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-62724.pdf

The petition was signed by James Buckalew, president.


MONEYGRAM INT'L: Reports $14-Mil. Net Income in First Quarter
-------------------------------------------------------------
MoneyGram International, Inc., reported net income of $14.04
million on $294.02 million of total revenue for the three months
ended March 31, 2011, compared with net income of $10.81 million
on $286.50 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

"It's been an extremely busy and exciting 2011 for MoneyGram, and
clearly the highlight for the quarter was the announcement of the
recapitalization agreement and the subsequent completion of the
syndication process to secure a new senior credit facility.  The
recapitalization is recognition of the tremendous progress we've
made and a testament to all the hard work toward rebuilding
MoneyGram," said Pamela H. Patsley, chairman and chief executive
officer at MoneyGram.  "At the same time, we are aware that there
is still much work to be done.  The company and our core money
transfer business continue to strengthen and we remain diligently
focused on investing in our brand and driving productivity across
the organization.  We continue to refine what is working well and
are taking the necessary steps to improve those areas that are
under-performing.  We look forward to the rest of 2011 with great
enthusiasm."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Wei6Wp

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MORGAN & FINNEGAN: Trustee Wants Former Attorneys' Documents
------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Morgan & Finnegan
LLP's Chapter 7 trustee sought Wednesday in New York bankruptcy
court to compel 13 ex-M&F attorneys to produce documents related
to clients and unfinished business he believes they might have
brought with them from the failing IP boutique.

Law360 relates that Trustee Roy Babitt said it was against M&F's
employment policy to allow departing attorneys to bring documents
related to M&F clients with them after they left the firm.

Morgan & Finnegan, LLP was a New York Law firm.  Locke Lord
Bissell & Liddell hired 30 of the Morgan & Finnegan's lawyers,
including 13 out of 17 remaining partners, in February 2009.

Morgan & Finnegan in March 2009 filed for Chapter 7 bankruptcy.
The Company disclosed $6.37 million in assets and $10 million in
liabilities, and also listed "multiple former partners" as
unsecured creditors owed capital totaling $3.9 million.


NACO INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: NACO, Inc., a Nevada Corporation
        2645 Crenshaw Blvd.
        Los Angeles, CA 90016

Bankruptcy Case No.: 11-28797

Chapter 11 Petition Date: April 29, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Henry E. Guzman, Esq.
                  LAW OFFICE OF HENRY E GUZMAN
                  315 Arden Ave Ste 24
                  Glendale, CA 91203
                  Tel: (818) 502-2020
                  Fax: (818) 502-6969

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-28797.pdf

The petition was signed by Vern Ellis, vice president.


NEC HOLDINGS: Plan Exclusivity Pushed Out to July 5
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
National Envelope Corp. was granted a third extension of the
exclusive right to propose a Chapter 11 plan.  The new deadline is
July 5.

Mr. Rochelle relates NEC has settled the last disputes with Gores
Group LLC, the purchaser of NEC's business.  There was
disagreement over working capital adjustments in the sale price.
Gores bought the assets under a contract with a $208 million
sticker price, including cash of $149.85 million.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NMT MEDICAL: Assigns All Assets to Joseph F. Finn, Jr.,
-------------------------------------------------------
NMT Medical, Inc. assigned all its assets to Joseph F. Finn, Jr.,
C.P.A. ("Finn") of the firm Finn, Warnke & Gayton, LLP to be
liquidated for the benefit of NMT Medical creditors.

NMT Medical's intellectual property consists of:

CLOSURE I Clinical Trial Data;

MIST and MIST II Clinical Trial Data;

CardioSEAL(R), STARFlex(R), and BioSTAR(R) Technologies for Septal
Defect Repair;

BioTREK(TM) Bioabsorbable Technology for Intracardiac Defect
Closure, and

Alternative Technologies for Intracardiac Defect Closure

The intellectual property, patents, etc. will be sold at a sealed
bid sale on Friday, June 10, 2011 at noon.  Persons interested in
bidding must sign a Confidentiality Disclosure Agreement ("CDA")
obtained from Finn's Office - jffinnjr@finnwarnkegayton.com or
781-237-8840.  They will then receive a bid package.

                     About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is a founding partner of the firm
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts.
He works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.


NORTEL NETWORKS: Courts OK Google-Led Auction for Patents
---------------------------------------------------------
Nortel Networks Corporation's principal operating subsidiary
Nortel Networks Limited (NNL) and certain of its other
subsidiaries, including Nortel Networks Inc. (NNI) obtained orders
from the United States Bankruptcy Court for the District of
Delaware and the Ontario Superior Court of Justice approving the
"stalking horse" asset sale agreement with Ranger Inc., a wholly
owned subsidiary of Google Inc. for the sale of all of Nortel's
remaining patents and patent applications for a cash purchase
price of US$900 million.

The court orders also established bidding procedures for an
auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code.  Qualified bidders will be required to submit
offers for the patent portfolio by June 13, 2011, subject to any
permitted extensions.  Competing qualified bids would then be
expected to proceed to an auction, currently scheduled for
June 20, 2011. Following completion of the bidding process, the
sale will require final approval of the U.S. and Canadian courts.

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
notes that Judges in the U.S. and Canada signed off on rules that
will govern the competition at the June 20 sale of the collection
of some 6,000 patents for telecommunications, Web, wireless and
other technology, according to DBR.

DBR further reports that teams of bidders may combine to go up
against Google, under the rules.   RPX Corp., a patent-service
company, has put together a consortium of possible bidders, an
attorney for the San Francisco company said Monday, DBR reports.

If beaten, Google gets up to $29 million as consolation, a sum
that includes a $25 million breakup fee.  Results of the auction
will be evaluated at a joint hearing of the U.S. and Canadian
courts June 30, under the rules, DBR says.

So far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

                     Former Investor Speaks Up

DBR also reports that former Nortel inventor David G. Steer Ph.D.
said Nortel's troubles have cost him his pension, disability and
other benefits.  He warned in court filings that the patents could
be diminished in value if the people whose names are on the
patents wind up at the back of the line of creditors.

Dr. Steer's name appears on dozens of patents in the portfolio
being sold, he said.

According to DBR, Dr. Steer said that, as a co-owner of the
patents, he could withhold consent to the use of the patents in
litigation, and even potentially grant licenses to shield anyone
sued for alleged infringement on the basis of the Nortel patents.

According to DBR, Nortel disputes that position and says Dr.
Steer's claims amount to compensation claims, like those of other
employees.  Nortel said Dr. Steer has no ownership rights over the
patents.  Inventors had employment and assignment agreements that
called for them to sign over their rights, a Nortel attorney said
Monday.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


ORDWAY RESEARCH: Files for Bankruptcy After Laying Off Employees
----------------------------------------------------------------
Ordway Research Institute in Albany, New York, has filed for
bankruptcy protection.

Robin K. Cooper at the Business Review reports that Ordway laid
off 24 employees last month.  The Company employed more than 100
workers at the end of 2010.  A total of 35 full-time and nine
part-time employees remained on staff following the layoffs.


The Business review reports that the Company filed a chapter 11
petition after expenses exceeded revenues by more than $5 million
during a nine-month span, according to court records.

The Company's directors said in court documents that they have
searched for lenders and investors and potential buyers but were
unable to identify any options to overcome budgetary problems.

The organization's board of directors voted on April 26 to file a
chapter 11 petition to enable it to restructure its debt or as a
path to "an orderly wind down of its operations."

The report says the Company's estimated total liabilities were
more than $17 million as of April 26, including unsecured debt to
for unpaid loans, employee retirement benefits, research services
and trade debt.  Among the unsecured creditors listed were
Ballston Spa National Bank and the Marty and Dorothy Silverman
Foundation.

The Company's turnaround specialist is the JC Jones & Associates
LLC of Pittsford in western New York.  The bankruptcy firm is
LeClairRyan of Rochester.

Ordway Research Institute was formed in 2002 to conduct biomedical
research related to cancer and infectious diseases in
collaboration with other labs and organizations.


ORDWAY RESEARCH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ordway Research Institute, Inc.
        150 New Scotland Avenue
        Albany, NY 12208

Bankruptcy Case No.: 11-11322

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Gregory J. Mascitti, Esq.
                  LECLAIRRYAN, A PROFESSIONAL CORPORATION
                  290 Linden Oaks, Suite 310
                  Rochester, NY 14625
                  Tel: (585) 270-2100
                  E-mail: gregory.mascitti@leclairryan.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Paul J. Davis, M.D., director.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Marty & Dorothy Silverman          Loan                 $3,500,000
Foundation
P.O. Box 409
Grand Central Station
New York, NY 10163-0400

Mintz, Levin, Cohn, Ferris PC      Attorneys' Fees        $237,731
P.O. Box 4539
Boston, MA 02212-4539

Fisher Scientific                  Trade Debt             $234,733
P.O. Box 3648
Boston, MA 02241-3648

Ballston Spa National Bank         Bank Loan for          $206,398
                                   Working Capital

TIAA-CREF                          Employer Portion of    $165,295
                                   403(b) Plan

FiberCell Systems Inc.             Trade Debt             $162,692

University of WI System            Research Services      $130,250

VWR International                  Trade Debt             $118,477

Empire HealthChoice                Health and Vision      $103,820
                                   Insurance

University of Buffalo Foundation   Research Services      $100,000

Krackeler Scientific Inc.          Trade Debt              $96,915

CDPHP                              Health Insurance        $73,761

BBL Construction Services, LLC     Construction Contract   $53,243

TGEN                               Research Services       $52,958

American Express                   Credit Card             $50,351

Brown Rudnick LLP                  Attorneys' Fees         $49,315

Health Research, Inc.              Research Services       $43,931

Bollam, Sheedy, & Torani LLP       Accounting Services     $30,450

University of Maryland, Baltimore  Research Services       $30,140

Applied Blosystems (ABI)           Trade Debt              $29,971


OWENS-ILLINOIS INC: Fitch Affirms Issuer Default Rating at 'BB'
---------------------------------------------------------------
Fitch Ratings has affirmed all of Owens-Illinois Inc.'s (Owens;
NYSE: OI) and subsidiary Issuer Default Ratings and long-term debt
ratings.  Fitch also has assigned a 'BBB-' rating to the new
$2 billion senior secured credit facilities for Owens-Illinois
Group, Inc. The new secured credit facilities includes a $900
million multi-currency revolver, $600 million term loan A (USD),
$200 million term loan B(EUR), $120 million term loan C (CAD), and
$180 million term loan D (AUD). The Rating Outlook on OI and its
subsidiaries is Stable.

In addition, Fitch has assigned a 'BB' IDR to the OI European
Group, B.V. subsidiary. All of the existing ratings for the
current credit facility including revolver and term loans A-D will
be withdrawn at the time of the new credit facility closing.
Proceeds from the credit facility refinancing would be used to
repay part of the 6.75% unsecured notes due 2014 at Owens Brockway
Glass Container Inc. (OBGC).

The ratings for OI are supported by the company's good liquidity;
leading global market positions; solid credit profile; improved
cost structure and price discipline that has improved its
operating leverage; technology leadership; and long-term customer
relationships with large, stable customers. OI's focused strategy
of rationalizing its footprint has significantly reduced fixed
costs and resulted in improved asset utilization and
profitability. Consequently, OI's cost position allowed the
company to effectively manage the latest volume related
cyclicality during the past global recession.

Rating concerns include OI's increased leverage from several
acquisitions including Companhia Industrial de Vidros (CIV) for
approximately $600 million and $280 million more for smaller
acquisitions in Argentina, China and Southeast Asia. Pro forma
debt to EBITDA increased to approximately 3.4 times (x) at the end
of 2010. Fitch expects leverage will likely remain in the upper 2x
to low 3x range through 2011 as global economic conditions have
resulted in a slower recovery for some regions and segments that
will restrain overall cash flow growth. Fitch believes OI has
limited its flexibility at its current rating level, particularly
for any further sizeable debt-financed transactions and expects
any potential acquisitions in 2011 would be of modest size.

Other material obligations include cash requirements associated
with the asbestos liability and pension contributions, which are
expected to total in excess of $200 million. A much higher level
of inflation ($200 million) is expected in 2011 from commodity
cost increases, labor costs and higher energy prices. OI expects
to offset a significant portion of this increased cost through
2011 price increases, productivity initiatives and contractual
energy pass-through.

OI's liquidity is good, in excess of $1.4 billion for the end of
first-quarter 2011, including $725 million in availability under
its $900 million senior secured first lien revolving credit
facility due June 2012 and $430 million of cash. In addition, OI
has other sources of liquidity including a EUR250 million European
A/R securitization program and uncommitted bank lines. The A/R
program extends through October 2011, subject to annual renewal of
backup credit lines. At the end of 2010, OI had $247 million
outstanding under its A/R securitization programs.

Free cash flow (FCF) should increase significantly from 2010 to
the upper $200 million range in 2011. Fitch expects reduced
spending levels for restructuring, footprint initiatives and new
capacity as well as better operating leverage to drive the FCF
improvements which will more than offset higher interest costs.
Fitch expects FCF could be used to fund modest sized acquisitions
and/or additional debt reduction. OI has minimal maturity
requirements remaining through 2013 as a result of the credit
facility refinancing. The new term loan amortization payments
include $55 million in year two and $165 million in year three.

The terms and covenants within the new credit agreement are
similar to the old credit facility. The collateral security in the
new credit agreement does contain some modest differences compared
to the old agreement.

The key rating drivers for OI remain: (1) global recovery in
volume drives improved operating leverage; (2) longer-term
expected improvements in credit metrics especially debt-to-EBITDA
leverage; (3) sustained levels of free cash flow; and (4) event
risk from additional acquisitions.

Fitch has affirmed these ratings with a Stable Outlook:

Owens

   -- IDR at 'BB';

   -- Senior unsecured notes at 'BB-'.

OBGC

   -- IDR at 'BB';

   -- Senior unsecured notes at 'BB+'.

OI European Group, B.V.;

   -- Senior unsecured notes to 'BB+'.

In addition, Fitch has assigned these new ratings:

Owens Brockway Glass Container Inc. (OBGC);

   -- $900 million revolving credit facility at 'BBB-';

   -- $600 million secured term loan A at 'BBB-'.

OI European Group, B.V.;

   -- IDR at 'BB';

   -- $200 million secured term loan B at 'BBB-'.


PARK AVENUE: Chairman Blames Economy for Bank's Woes
----------------------------------------------------
THEPOSTSEARCHLIGHT.COM reports that James L. Dewar Jr., the
chairman of the board of directors of Park Avenue Bank, said the
bank was placed into receivership.

"I am deeply saddened that The Park Avenue Bank was placed into
receivership.  Unfortunately, the bank could not weather the
greatest economic crisis since the Great Depression," Mr. said in
a statement obtained by the news agency.  "As this prolonged
economic crisis negatively affected our markets, many of our
customers were unable to satisfy their obligations on their loans
and the bank sustained losses that were too much to bear," he
added.

In December, the report recalls, Park Avenue Bank had entered into
an agreement with The Federal Reserve to take corrective action to
increase the bank's equity through the sales of shares or
contributions, or enter into and close a sale of the bank to
another depository institution holding company.

But Dewar said the Valdosta, Ga.,-based bank explored countless
alternatives in order to raise capital and save the bank, but it
was ultimately unsuccessful, the report recalls.

The report discloses that on April 29, the Georgia Department of
Banking and Finance closed Park Avenue Bank.  Subsequently, the
report relates, the Federal Deposit Insurance Corp. (FDIC) was
named receiver, which said no advance notice is given to the
public when a financial institution is closed.

All deposit accounts have been transferred to the Bank of the
Ozarks based in Little Rock, Ark, the report adds.

Park Avenue Bank has a main Bainbridge branch at the corner of
Broad and Shotwell streets and a drive-through branch on Shotwell
Street near Harvey's in Bainbridge.

The FDIC's press release on Park Avenue Bank's entry into
receivership and closing is in yesterday's edition of the Troubled
Company Reporter.


PEREGRINE I: Wins Court OK to Make $3-Million Emergency Payment
---------------------------------------------------------------
As widely reported, Peregrine I LLC won approval from the U.S.
Bankruptcy Court for the District of Delaware to make an emergency
$3.1 million payment to the company that staffs its drilling
vessel, preventing the ship from being abandoned in Brazil and
keeping its bankruptcy afloat.

Dow Jones' DBR Small Cap reports just several days after seeking
Chapter 11 protection, Peregrine asked the U.S. Bankruptcy Court
in Wilmington, Del., to let it pay Brazilian company Etesco
Drilling Co. $3.1 million immediately.   The report relates that
the company needed the court's permission because the payment
would let Etesco jump in line in front of Peregrine's other,
higher-ranking creditors, who are also waiting to be paid.

Judge Brendan L. Shannon approved the request, court papers show,
DBR Small Cap said.  According to Peregrine, DBR Small Cap says,
Etesco had said if it didn't get the funds to make payroll, it
would terminate its agreement to operate Peregrine's deepwater-
drilling vessel and could remove employees from the vessel, which
Peregrine said would result in "severe" consequences.

                      About Peregrine I LLC

Headquartered in Cayman Islands, Peregrine I LLC, is an offshore
drilling company backed by a unit of General Electric Co.

Peregrine I, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case
No. 11-11230) on April 25, 2011.  Russell C. Silberglied, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, serves as
counsel.  The Debtor estimated assets and debts of $100,000,001 to
$500,000,000 as of the Chapter 11 filing.

The Company said $190 million of a $259 million loan is unpaid.
The list of 20 largest unsecured creditors said that WestLB AG,
Banco Bilbao Vizcaya Argentaria, Dexia Credit Local, DVB Bank, GE
VFS Financing Holding, Inc., HSH Nordbank AG, Santander Asset
Finance PLC, and Sumitomo Mitsui Banking Corp., are owed money on
account of the loan, although the percentage held by each lender
is not available at this time.


PERRY COUNTY: Wants to Modify Confirmed Chapter 11 Plan
-------------------------------------------------------
Perry Uniontown Ventures I, LLC, Perry County Associates, LLC, and
U.S. Bank National Association jointly ask the United States
Bankruptcy Court for the Southern District of Alabama to (i)
approve certain modification to the Debtors' Confirmed Plan of
Reorganization, (ii) approve form of Liquidating Trust Agreement,
and (iii) set effective date of the Plan.

U.S. Bank acts as the trustee under that certain Trust Indenture
dated as of Sept. 6, 2007, by and between Perry Uniontown Ventures
I, LLC, as Issuer, and U.S. Bank, as Trustee, pursuant to which
the Perry Uniontown Ventures I, LLC authorized the issuance of the
$58,600,000 Perry Uniontown Venture I, LLC Solid Waste Landfill
Notes, Series 2007, due July 1, 2010.

Among other things, the Plan provides that the Indenture Trustee
has a first priority, perfected security interest in all of the
Debtors' assets, including its bank accounts.  Additionally, a
deposit account control agreement is contemplated among the
Debtors, the Indenture Trustee and the Debtors' depository bank,
Wells Fargo Bank, N.A.

Despite their best efforts, the Debtors and U.S. Bank have been
unable to finalize into a deposit account control agreement,
Jeffrey Hartley, Esq., at Helmsing, Leach, Herlong, Newman &
Rouse, P.C, in Mobile, Alabama, tells the Court.  He asserts that
the Plan should be modified to provide that instead of a deposit
account control agreement being entered into in favor of the
Indenture Trustee, the Indenture Trustee's liens on the Debtors'
bank accounts will be perfected without the need to comply with
the provisions of the Uniform Commercial Code.

Through negotiations between the various interested parties, an
agreement was reached on a modified form of the Liquidating Trust
Agreement, Mr. Hartley says.  He notes that the purpose of the
changes was to clarify certain areas, resolve certain
inconsistencies, and to provide appropriate protections for the
liquidating trustee.  He also asserts that the Court should enter
an order setting the Effective Date for the next business day
following the entry of an order approving the modifications to the
Plan.

                   About Perry County Associates

Atlanta, Georgia-based Perry County Associates, LLC, owns and
operates the Arrowhead Landfill in Uniontown, Alabama (Perry
County).  It filed for Chapter 11 bankruptcy protection on
Jan. 26, 2010 (Bankr. S.D. Ala. Case No. 10-00277).  Affiliate
Perry Uniontown Ventures I, LLC, filed a separate Chapter 11
bankruptcy petition (Bankr. S.D. Ala. Case No. 10-00276).  Jeffery
J. Hartley, Esq. -- jjh@helmsinglaw.com -- at Helmsing, Leach,
Herlon, Newman & Rouse, assists the Debtors in their restructuring
effort.  PCA disclosed $0 in assets and $10,793 in liabilities.
Perry Uniontown disclosed $15,009,538 in assets and $67,489,007 in
liabilities.


PHARMOS CORP: Reports $603,127 Net Loss in 1st Quarter
------------------------------------------------------
Pharmos Corporation filed on April 28, 2011, its quarterly report
on Form 10-Q, reporting a net loss of $603,127 for the three
months ended March 31, 2011, compared with a net loss of $491,377
for the same period of 2010.  Pharmos generated zero revenue for
both periods.

The Company's balance sheet at March 31, 2011, showed $2.9 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $1.5 million.

As reported in the TCR of Feb. 24, 2011, Friedman LLP, in East
Hanover, N.J., expressed substantial doubt about Pharmos' ability
to continue as going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
suffered recurring losses from operations, has an accumulated
deficit and expects to continue to incur losses going forward.

                   About Pharmos Corporation

Iselin, New Jersey-based Pharmos Corporation is a
biopharmaceutical company that discovers and develops novel
therapeutics to treat a range of diseases of the nervous system,
including disorders of the brain-gut axis (e.g., Irritable Bowel
Syndrome), with a focus on pain/inflammation, and autoimmune
disorders.  The Company's most advanced product is Dextofisopam
for the treatment of irritable bowel syndrome (IBS).


PRISZM INCOME: Obtains June 30 Extension of CCAA Stay Period
------------------------------------------------------------
Priszm Income Fund successfully obtained an Order from the Ontario
Superior Court of Justice (Commercial Division) extending the stay
period in its Companies' Creditors Arrangement Act proceeding to
June 30, 2011.  The Company is continuing the previously announced
sale process and, as a result of the significant level of
interest, has extended the deadline for offers to May 25, 2010.

                  About Priszm Income Fund

Priszm Income Fund holds approximately a 60 per cent interest in
Priszm Limited Partnership, which owns and operates more than 400
quick service restaurants in seven provinces across Canada.  The
KFC, Taco Bell and Pizza Hut restaurants under Priszm serve more
than one million customers a week and employ approximately 7,300
people.  Approximately 100 locations are multi-branded, combining
two or more of the Fund's restaurant concepts.


PRISZM INCOME: Negotiations Continue for Sale of Restaurants
------------------------------------------------------------
Priszm Income Fund reported that the sale of its Ontario and BC
restaurants to Soul Restaurants Canada Inc. ("Soul") has been
delayed.  The transaction had been expected to close on or before
April 30, 2011.  The parties continue to work to address
outstanding matters in order to enable Priszm to seek the
necessary Court approval of the transaction in its proceedings
under the Companies' Creditors Arrangement Act.

                    About Priszm Income Fund

Priszm Income Fund holds approximately a 60 per cent interest in
Priszm Limited Partnership, which owns and operates more than 400
quick service restaurants in seven provinces across Canada.  The
KFC, Taco Bell and Pizza Hut restaurants under Priszm serve more
than one million customers a week and employ approximately 7,300
people. Approximately 100 locations are multi-branded, combining
two or more of the Fund's restaurant concepts.


PROTEONOMIX INC: Incurs $299,500 Net Loss in March 31 Quarter
-------------------------------------------------------------
Proteonomix Inc. filed on April 28, 2011, its quarterly report on
Form 10-Q, reporting a net loss of $299,524 on $8,165 of sales for
the three months ended March 31, 2011, compared with a net loss of
$835,229 on $9,786 of sales for the same period of 2010.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $6.9 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

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

                       http://is.gd/lpkp34

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


PULTEGROUP INC: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the rating outlook for
PulteGroup, Inc. to stable from positive and affirmed all other
existing ratings, including the company's B1 corporate family
rating, B1 probability of default rating, B1 rating for senior
unsecured notes, and the speculative grade liquidity rating of
SGL-2.

The change in outlook back to stable from positive reflects
Moody's expectation that both Pulte's improvement in operating
performance and the homebuilding industry's return to a more
normal operating environment will take longer to materialize than
had earlier been anticipated.  As a result, a ratings upgrade,
which a positive outlook suggests, does not appear likely within
the next 12 months.

The B1 corporate family rating balances Pulte's large cash
position and track record of positive cash flow generation against
Moody's expectations that 2011 may be the first year in five years
that the company will be cash flow negative at the same time as it
continues to be unprofitable on a bottom line basis.  In addition,
gross margins, although improving, will continue to lag those of
its peer group while the land position remains one of the longest
in the industry.  Even debt leverage, normally a company strength,
will remain elevated, in the 60+% range, a metric more often
associated within the homebuilding industry with a low single-B
rating.

At the same time, the ratings acknowledge that Pulte's liquidity
position allows it the flexibility to continue investing cash back
into the business and to focus on margin improvement, while its
large land position ensures that it will not be forced to bid
aggressively on assets in order to replenish a depleted lot
supply.  Finally, the company's merger with Centex and the
resulting improvement in size, scale and diversification should
permit it to reap appreciable benefits once the industry begins to
turn.

These rating actions were affirmed:

   -- B1 corporate family rating

   -- B1 probability of default rating

   -- B1 senior notes rating (LGD 4, 53%)

   -- SGL-2 speculative grade liquidity rating

All of the homebuilding debt of both PulteGroup, Inc.  and the
remaining outstanding debt of Centex Corporation is guaranteed by
the principal operating subsidiaries of both Pulte and Centex.

The ratings could be raised if the company turned profitable on a
sustained basis and if its key credit metrics, including debt
leverage and gross margins, improved to less than 50% and greater
than 16%, respectively, while at the same time the company was
able to maintain a strong liquidity position.

The rating could be lowered if the company jeopardized its strong
liquidity position by engaging in large land purchases or
substantial share buy-backs, experienced a material erosion in its
pre-impairment operating performance, or allowed its debt leverage
to remain above 60% on an adjusted basis for an extended period of
time.

The principal methodology used in rating Pulte Homes, Inc. was the
Global Homebuilding Industry Methodology, published March 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009

Founded in 1950 and headquartered in Bloomfield Hills, Michigan,
PulteGroup, Inc. is one of the country's two largest homebuilders,
with operations in 67 markets, 29 states and the District of
Columbia.  Total revenues and consolidated net income for the year
ended Dec. 31, 2010 were approximately $4.6 billion and $(1.1)
billion, respectively.


PURSELL HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.


QUACH INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Quach Investment LLC
        11130 Danbury St.
        Arcadia, CA 91006

Bankruptcy Case No.: 11-28580

Chapter 11 Petition Date: April 28, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Michael Y. Lo, Esq.
                  LAW OFFICE OF MICHAEL Y. LO
                  506 N Garfield Ave #280
                  Alhambra, CA 91801
                  Tel: (626) 289-8838
                  E-mail: michaellolaw@yahoo.com

Scheduled Assets: $4,089,900

Scheduled Debts: $2,940,891

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-28580.pdf

The petition was signed by Calvin Quach, managing member.


RANDY ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Randy Enterprises, LLC
        750 S. Lincoln Avenue #104-266
        Corona, CA 92882

Bankruptcy Case No.: 11-23907

Chapter 11 Petition Date: April 28, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Terrell Proctor, Esq.
                  HOPE NOW LAW CENTERS
                  10840 Paramount Blvd
                  Downey, CA 90241
                  Tel: (562) 334-1510
                  Fax: (562) 869-6066
                  E-mail: proctorlaw2010@gmail.com

Scheduled Assets: $1,149,000

Scheduled Debts: $3,326,122

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-23907.pdf

The petition was signed by Rob Salter, manager.


RCLC INC: Plan Confirmation Hearing Adjourned to May 12
-------------------------------------------------------
The confirmation hearing on the First Amended Joint Plan of
Liquidation of RCLC, Inc., f/k/a Ronson Corporation, RA
Liquidating Corp. f/k/a Ronson Aviation, Inc., and RCPC
Liquidating Corp. f/k/a Ronson Consumer Products Corporation has
been adjourned from April 28, 2011, to May 12, 2011, at 10:00 a.m.

As reported in the TCR on April 1, 2011, the U.S. Bankruptcy Court
for the District of New Jersey entered, on March 24, 2011, an
order approving the First Amended Disclosure Statement for its
First Amended Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code.

Under the provisions of the Joint Plan, the Priority Claims, the
Prepetition Credit Facility Claims, the Getzler Henrich Claim, and
the Other Secured Claims, as those terms are defined in the Joint
Plan, have either been satisfied in full or will be satisfied in
full following the confirmation of the Joint Plan.  Subject to the
requisite approval of holders of the the General Unsecured Claims,
under the Joint Plan, the General Unsecured Claims, will not be
fully satisfied.  If the Joint Plan is approved, as stated in the
Joint Plan, the Company estimates that the General Unsecured
Creditors of the Company will ultimately receive approximately 5%
of the amount of their claims, the General Unsecured Creditors of
RA Liquidating Corp. will receive approximately 44% of their
claims, and the General Unsecured Creditors of RCPC Liquidating
Corp. will receive approximately 29% of the amount of their
claims.

The equity holders of the Company, RAL and RCPC will receive no
distribution under the Joint Plan and their interests will be
canceled upon confirmation of the Joint Plan.

The voting deadline is 5:00 p.m. Pacific Daylight Time on
April 21, 2011.  The Joint Plan will be approved if at least 50%
of the General Unsecured Creditors voting have voted in favor of
the Joint Plan and at least 2/3 of the dollar amount of the claims
of General Unsecured Creditors voting have voted in favor of the
Joint Plan.  The hearing for confirmation of the Joint Plan is
scheduled to commence on April 28, 2011.  Following confirmation
of the Joint Plan, the remaining assets of the Company, RAL and
RCPC will be transferred to a liquidating trust for distribution
in accordance with the Joint Plan.

A complete text of the First Amended Disclosure Statement for the
First Amended Joint Plan of Liquidation of RCLC, Inc., is
available for free at http://is.gd/aFNUp9

                        About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


REALTY EXECUTIVES PHOENIX: Plans to File for Chapter 11
-------------------------------------------------------
Jan Buchholz at the Phoenix Business Journal reports that the
flagship franchise of Realty Executives International will file
for Chapter 11 bankruptcy reorganization within the next few days.

The franchise, Realty Executives Phoenix, is owned by Rich Rector
and his wife, Robyn Dependahl.

The Business Journal relates that the franchisor, Realty
Executives International, was started in Scottsdale in 1965 by
Rector's father, Dale Rector.  That company is not involved in the
bankruptcy, nor are other Realty Executives franchises, including
17 others in Arizona and dozens around the world.

According to the report, Rich Rector, who also is president and
CEO of Realty Executives International, said lockouts at three of
Realty Executives Phoenix's offices during the past two weeks were
the primary factor in the bankruptcy action.  Rector and Morrie
Aaron, president of MCA Financial Group, which has been providing
financial advice to Realty Executives Phoenix for the past several
months, blame a few uncooperative landlords for the lockouts.

Rector and Morrie Aaron, president of MCA Financial Group, said
they were surprised by the lockout activity because negotiations
had been ongoing with those landlords and everyone had been
offered the same settlement.  Both said what was offered would
amount to more than they would get in a bankruptcy restructuring.

The Journal says the challenging economy played a major role, as
did a falling-out with former Realty Executives Phoenix President
John Foltz.  He left in spring 2010 after more than 20 years with
the company.


RIVER EAST: Receiver Seeks Cash Collateral Use & Obtain DIP Loan
----------------------------------------------------------------
Cindy O'Drobinak, as receiver for River East Plaza, LLC, seeks
authority from Judge Bruce W. Black of the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, to use
cash collateral securing the Debtor's indebtedness from LNV
Corporation.

The Receiver also seeks the court's authority to borrow funds from
LNV.

Michael E. Gosman, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin -- mgosman@whdlaw.com -- says an immediate
and critical need exists for the Receiver to use the Lender's cash
collateral and the Debtor may require debtor-in-possession
financing for the Receiver to continue operation of the Debtor's
business in the ordinary course.  Without the Cash Collateral and
potential for DIP Financing, the Receiver may not be able to pay
critical operating expenses and if the Receiver is unable to make
payments when due, irreparable harm to the Debtor's estate would
occur, he adds.

Any Cash Collateral or DIP Financing will be used in accordance
with a budget of proposed expenditures through May 18, 2011.

A hearing on the request is scheduled for May 5, 2011, at 10:30
a.m., at Courtroom 615, 219 South Dearborn, in Chicago, Illinois.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on Feb. 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROBERT'S ROOFING: Employee Funds Seek Receivership
--------------------------------------------------
Rick Romell at the Journal Sentinel reports that the Building
Trades United Pension Trust Fund and five other employee benefit
plans for construction workers are trying to force Robert's
Roofing & Siding Inc., saying the firm has failed to pay more than
$200,000 it owes to the plans.

According to the report, Robert's Roofing & Siding Inc. is also
being pursued by several other creditors here and in Florida over
unsatisfied debts.  The report relates that chief among them is
Associated Bank, which won a $5 million judgment in late February
as it foreclosed on Robert's property at 4927-29 N. Lydell Ave.

Another creditor is the State of Wisconsin, which has filed 20
delinquent tax warrants against Robert's Roofing for unfulfilled
withholding and unemployment compensation payments dating to March
2010, the report notes.

The Journal Sentinel says that the firm also has a history of
being sued over employee benefit issues, court records indicate.

Robert J. Peret, president of Robert's Roofing, is listed as a
co-guarantor of the $5 million owed to Associated Bank.

The Journal Sentinel notes that the creditors, in their petition,
filed in Milwaukee County Circuit Court, claim Robert's is
delinquent on paying $219,000 owed to various employee-benefit
funds, that some payroll checks have bounced and that the firm "is
insolvent or in imminent danger of insolvency."

The petitioners want a receiver appointed to take possession of
Robert's property, run the business and sell assets - all for the
benefit of creditors, the report notes.

Journal Sentinel discloses that the employee plans said in their
petition that they believe Robert's has moved heavy equipment out
of Wisconsin.  At their request, the report relates, Circuit Judge
Dennis P. Moroney barred any such transfers or sale of Robert's
assets.

Robert's has been sued at least four times in federal court since
Jan. 2008 -- in Wisconsin, Illinois, Michigan and Florida --over
employee-benefit issues, records show, the report recalls.

Robert's Roofing & Siding Inc. is a Glendale commercial roofing
company.


ROCKY HILL: In Receivership; Judge to Close Nursing Home
--------------------------------------------------------
Rinker Buck at The Hartford Courant reports that four troubled
nursing homes in West Hartford, Rocky Hill and the New Haven area
that have been under state receivership since January will be
closing after a Superior Court judge concluded that they were not
financially viable and that serious buyers could not be found.

According to the report, Judge Jerry Wagner issued a court order
Wednesday closing the homes, saying that the state's cost of
maintaining them was too high and that there were sufficient beds
in other nursing homes nearby to accommodate the patients.

The four homes are:

   -- Bishops Corner Skilled Nursing & Rehabilitation in West
      Hartford;

   -- Rocky Hill Skilled Nursing and Rehabilitation;

   -- Soundview Skilled Nursing & Rehabilitation in West Haven;
      and

   -- University Skilled Nursing & Rehabilitation in New Haven.

The report notes that receiver Phyllis A. Belmonte concluded that
the homes were not financially viable because their occupancy
rates had dropped to 85% or lower.  The report relates that the
departments of social services and public health will supervise
the relocation of patients to other homes.

The procedures followed by the state include relocating patients
no more than 15 miles from their present homes, and allowing them
to jump to the front of the waiting lists at their new homes, the
report adds.


SANMINA-SCI: Fitch Expects to Rate $500MM Note Sale at 'BB/RR2'
---------------------------------------------------------------
Fitch Ratings expects to rate Sanmina-SCI Corporation's (Sanmina)
offering of $500 million in senior unsecured notes at 'BB/RR2'.
Proceeds from the offering will be used to repay all $380 million
outstanding 6.75% senior subordinated notes due February 2013, and
up to $200 million of 8.125% senior subordinated notes due March
2016 of which $600 million are currently outstanding.

Additionally, Fitch has taken these rating actions:

   -- Issuer Default Rating (IDR) affirmed at 'B+';

   -- Senior secured credit facility affirmed at 'BB+/RR1';

   -- Senior unsecured notes downgraded to 'BB/RR2' from
      'BB+/RR1';

   -- Senior subordinated debt downgraded to 'B-/RR6' from
      'B+/RR4'.

The Rating Outlook is Stable.

The downgrade of the senior unsecured notes and subordinate note
ratings reflects the change in recovery rate expectations
following the higher mix of senior unsecured notes from the
proposed refinancing.

Sanmina's ratings strengths include:

   -- Sanmina's position as one of the larger global electronics
      manufacturing services (EMS) providers with higher than
      industry average exposure to complex manufacturing services
      which tend to be more stable and less prone to competitive
      threats;

   -- Countercyclical nature of working capital cash flows
      inherent in the EMS industry which tend to provide a
      significant source of liquidity during business downturns;
      and

   -- Fitch's belief that the long-term opportunity for revenue
      growth in non-traditional markets for Sanmina including
      industrial, defense and medical supplies, should enable the
      company to grow revenue in excess of global GDP and continue
      to improve EBITDA margins.

Rating concerns include:

   -- Fitch's expectation that the EMS market will remain highly
      competitive with continued pressure on profitability across
      all North American tier one competitors; and

   -- Sanmina's downsized business that is significantly smaller
      than leading tier one service providers in a market where
      scale is of significant importance. This is partially
      mitigated by Sanmina's focus on the low-volume, high-mix
      market segments.

Liquidity as of April 2, 2011 was solid with $655 million in cash,
$146 million of availability on a $235 million senior secured
revolving credit facility which expires November 2013, and $23.1
million of availability from Chinese and Indian subsidiaries'
credit facilities which have a combined capacity of $85 million.
The reduced availability under the $235 million revolver at the
end of the most recent quarter reflects the borrowing base
calculation rather than borrowings under the facility.

The pro forma debt balance is expected to be $1.3 billion and
consists principally of:

   -- $257 million of senior unsecured floating rate notes due
      June 2014;

   -- $500 million of new senior unsecured notes; and
      $400 million 8.125% senior subordinated notes due March
      2016.

The Recovery Ratings (RRs) for Sanmina reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sanmina, and hence
recovery rates for its creditors, will be maximized in a
liquidation scenario rather than as a going concern. In estimating
liquidation, Fitch applies advance rates of 80%, 20%, and 10% to
Sanmina's accounts receivables, inventories, and property, plant,
and equipment balances, respectively. Fitch arrives at an adjusted
reorganization value of $893 million after subtracting
administrative claims. As is standard with Fitch's recovery
analysis, the revolver is fully drawn and cash balances fully
depleted to reflect a stress event. The 'RR1' for FDC's secured
bank facility reflects Fitch's belief that 91%-100% recovery is
realistic. The 'RR2' for the senior unsecured notes reflects
Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflect Fitch's
belief that 0%-10% recovery is realistic.


SATELITES MEXICANOS: Prices $325 Million of Senior Secured Notes
----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. and Satmex Escrow, S.A. de C.V.
disclosed that the $325 million aggregate principal amount of
senior secured notes due 2017 to be issued subject to Bankruptcy
Court approval, in a private placement under rule 144A and
Regulation S of the Securities Act of 1933 have been priced.  The
Notes were priced at par and will bear interest at an annual rate
of 9.50%.  The Notes Offering is scheduled to close on May 5,
2011.

On April 6, 2011, Satmex, together with certain of its
subsidiaries, filed a voluntary petition for a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
petitions were filed with the U.S. Bankruptcy Court in the
District of Delaware.  Based on the preliminary tabulation of
votes filed with the Prepackaged Plan, the only two voting classes
of creditors voted overwhelmingly to accept the Prepackaged Plan,
for which a confirmation hearing is scheduled on May 11, 2011.

The Notes will be issued by Satmex Escrow, a bankruptcy-remote
wholly owned subsidiary of Satmex.  If Satmex's Prepackaged Plan
is confirmed and certain other conditions are satisfied, Satmex
Escrow will merge with and into Satmex in connection with the
emergence of Satmex and its subsidiaries from Chapter 11, which is
expected on May 26, 2011.

Upon satisfaction of the Escrow Conditions and emergence from
Chapter 11, the net proceeds from the Notes Offering will be used
to repay Satmex's existing First Priority Senior Secured Notes due
2011 and, along with the proceeds of a $96.25 million fully-
backstopped rights offering of equity securities to holders of
Satmex's Second Priority Senior Secured Notes due 2013, fund the
completion of the Satmex's Satmex 8 replacement satellite as well
as position the company to pursue growth opportunities.

Following the emergence from bankruptcy, the Notes will be senior
secured obligations of Satmex, will be guaranteed on a senior
secured basis by each of its U.S. Subsidiaries, and will be
secured by substantially all of the assets of Satmex and its
wholly-owned U.S. subsidiaries.

The Notes have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws.
Further, the Notes may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements and, therefore, will be subject to substantial
restrictions on transfer.  The Notes Offering is being made only
to qualified institutional buyers inside the United States and to
certain non-U.S. investors located outside the United States.

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
$743 million with new debt and equity.

Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SCOVILL FASTENERS: Gets Interim Authority to Borrow From GECC
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
Scovill Fasteners Inc. received interim approval from the
bankruptcy judge in Gainesville, Georgia, for $20.8 million in
secured financing from General Electric Capital Corp., as the
agent for lenders.  Scovill will seek final financing approval in
the same amount at a May 24 hearing.

Mr. Rochelle also reports that there will be a May 12 hearing on
the company's motion to authorize auction and sale procedures. On
entering Chapter 11, there already was an agreement to sell almost
all assets to Global Equity Capital LLC for $17 million plus the
cost of curing contract defaults.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SOUNDVIEW SKILLED: In Receivership; Judge to Close Nursing Home
---------------------------------------------------------------
Rinker Buck at The Hartford Courant reports that four troubled
nursing homes in West Hartford, Rocky Hill and the New Haven area
that have been under state receivership since January will be
closing after a Superior Court judge concluded that they were not
financially viable and that serious buyers could not be found.

According to the report, Judge Jerry Wagner issued a court order
Wednesday closing the homes, saying that the state's cost of
maintaining them was too high and that there were sufficient beds
in other nursing homes nearby to accommodate the patients.

The four homes are:

   -- Bishops Corner Skilled Nursing & Rehabilitation in West
      Hartford;

   -- Rocky Hill Skilled Nursing and Rehabilitation;

   -- Soundview Skilled Nursing & Rehabilitation in West Haven;
      and

   -- University Skilled Nursing & Rehabilitation in New Haven.

The report notes that receiver Phyllis A. Belmonte concluded that
the homes were not financially viable because their occupancy
rates had dropped to 85% or lower.  The report relates that the
departments of social services and public health will supervise
the relocation of patients to other homes.

The procedures followed by the state include relocating patients
no more than 15 miles from their present homes, and allowing them
to jump to the front of the waiting lists at their new homes, the
report adds.


SOUTH EDGE: Trustee Appointment Upheld on Appeal
------------------------------------------------
U.S. District Judge Philip M. Pro in Las Vegas upheld a bankruptcy
judge's February ruling putting South Edge LLC into Chapter 11
involuntarily and appointing a trustee.

Bill Rochelle, Bloomberg News' bankruptcy columnist, recounts that
developers who own South Edge appealed the orders granting the
involuntary petition and calling for a trustee.  Bankruptcy Judge
Bruce A. Markell had called for a trustee on account of a
potential deadlock in management.  The South Edge trustee filed a
motion to dismiss the appeal, saying only she had the right to
appeal and she chose not to do so.

Judge Pro, Mr. Rochelle relates, upheld U.S. Bankruptcy Judge
Markell on both issues.  Judge Pro said that the only appeals
court ruling on the issue came in February from the U.S. Court of
Appeals in Denver in a case called C.W. Mining.

According to Mr. Rochelle, agreeing with the logic in C.W. Mining,
Judge Pro ruled that only the trustee had the right to appeal, and
therefore dismissed the owners' appeal of the order putting the
company into Chapter 11 involuntarily.  The owners also lost on
their bid to appeal the order appointing the trustee.  Judge Pro
pointed out that the owners didn't object to the motion for a
trustee in bankruptcy court. Therefore, they weren't "aggrieved
parties" and lacked standing, or the right to appeal.

The appeal is South Edge LLC v. JPMorgan Chase Bank NA (In
re South Edge LLC), 11-00240l, U.S. District Court, District of
Nevada (Las Vegas).

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTHWEST GEORGIA: Wants Plan Filing Exclusivity Until Aug. 1
-------------------------------------------------------------
Southwest Georgia Ethanol LLC for the first time has asked a judge
for more time to file its bankruptcy-exit plan.  The Debtor asked
the court to give it an extra two months exclusively to file its
restructuring plan.

Dow Jones' DBR Small Cap reports that Southwest Georgia Ethanol
wants to protect itself from the threat of rival plans until
Aug. 1.  The report relates that its exclusive plan-filing rights
are currently set to expire June 1.

The report discloses that the company officials said they've made
progress in negotiating with the company's lenders and creditors
since Southwest Georgia Ethanol filed for Chapter 11 protection in
February.

The company planned to restructure more than $100 million in
secured loans through the proceeding, the report notes.

But the negotiations are complex and involve "numerous creditors"
whose interests must be taken into consideration, according to
Southwest Georgia Ethanol, the report adds.

Bill Rochelle, Bloomberg News' bankruptcy columnist, reported a
hearing is scheduled on Aug. 1 to consider the exclusivity
extension request

               About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


SPECIALTY PRODUCTS: Wins Plan Exclusivity Extension Until Sept. 30
------------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
a bankruptcy judge who has threatened Specialty Products Holding
Corp. and Bondex International Inc. with the appointment of a
Chapter 11 trustee, last week granted the companies' motion for a
six-month extension of the exclusive right to file a plan until
Sept. 30.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products, along with affiliates, filed Chapter 11
petitions to create a trust taking over liability for 10,000
asbestos claims.

Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del.
Lead Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., filed a separate Chapter 11 petition
on May 31, 2010 (Case No. 10-11779), estimating its assets and
debts at $100 million to $500 million.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the Debtors.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as co-counsel.  Logan and Company
is the Company's claims and notice agent.  Blackstone Advisory
Partners L.P. is the Debtors' financial advisor and investment
banker.

As of the Petition Date, the Debtors were defendants in more than
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


SPONGETECH DELIVERY: Judge OKs Bankruptcy Asset Sale
----------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein on Wednesday signed off on the sale of
substantially all remaining assets of Spongetech Delivery Systems
Inc.

Judge Bernstein cleared the way for Spongetech to hand its
Internet domain names, trademarks, copyrights and other assets
over to stalking horse bidders Andrew Tzanides and Chao Jiang, who
scooped them up for $500,000 after no one offered to top their bid
at the company's April 11 bankruptcy auction, according to Law360.

                     About Spongetech Delivery

New York-based Spongetech Delivery Systems Inc. distributed a line
of hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.  Spongetech filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010,
represented by Edward Neiger, Esq., at Neiger, LLP, and M. David
Graubard, Esq., at Kera & Graubard.  Spongetech filed for
bankruptcy after prosecutors charged former Chief Executive
Officer Michael Metter and Chief Operating Officer Steven
Moskowitz with fraud, conspiracy, obstruction of justice, money-
laundering and perjury.  The U.S. Securities and Exchange
Commission also asserted civil fraud charges.  In its petition,
Spongetech estimated assets at $10 million to $50 million and
debts at $1 million to $10 million.  An affiliate, Dicon
Technologies, LLC, filed a separate Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-41275) on June 24, 2010.

The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope
Davis, the Acting U.S. Trustee for Region 2, to appoint a
Chapter 11 trustee for Spongetech Delivery Systems, Inc.  In
November, the Bankruptcy Court converted the case to one under
Chapter 7 of the Bankruptcy Court.


SPRINGHILL PARTNERS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: SpringHill Partners
        16 E. Old Willow Road
        Prospect Heights, IL 60070

Bankruptcy Case No.: 11-18051

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Frank J. Salerno, Esq.
                  SALERNO LAW GROUP, P.C.
                  22 Calendar Court, 2nd Floor
                  LaGrange, IL 60525
                  Tel: (708) 588-2080
                  Fax: (708) 588-2081
                  E-mail: fsalerno@salernolawgroup.com

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

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

The petition was signed by John Livaditis, partner.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    Loan                 $4,000,000
c/o Berkadia Commerical Mary, LLC
700 Pearl Street, #2200
Dallas, TX 75201


SPRINT NEXTEL: Moody's Cuts Rating to Ba3 Over 4G Strategy
----------------------------------------------------------
Moody's Investors service has downgraded the corporate family
rating (CFR) for Sprint Nextel Corp. to Ba3 from Ba2 prior,
concluding Moody's review of Sprint's ratings which was initiated
in November of 2010.  The downgrade reflects Moody's view that
Sprint's credit profile, despite recent operational improvements,
is likely to deteriorate as the company spends heavily to
modernize its networks while attempting to formulate its long-run
4G strategy.  Moody's believes that the ongoing dispute between
Sprint and Clearwire has eroded the competitive advantage of both
companies, while industry peers speed ahead.

Moody's ratings outlook for Sprint is negative.

RATINGS RATIONALE

"The sacrifices required to turn around the company following the
Nextel acquisition and the disastrous structure of the Clearwire
partnership have led to Sprint's current predicament" noted
Moody's Senior Vice President Dennis Saputo.  Moody's believes
that the consummation of a wholesale pricing agreement with
Clearwire is positive.  However, the struggle to execute this
basic agreement given Sprint's majority ownership and status as
Clearwire's largest customer demonstrates the lack of agility
within the partnership.  "Sprint and Clearwire are bound in a
symbiotic relationship whereby each will be made weaker without
the cooperation of the other," Saputo said.

Moody's believes that Sprint's plan to address the deficiencies in
its dual networks will eventually achieve meaningful cost savings
given the leap forward possible with currently available
technology.  However, we remain unconvinced that Clearwire will be
able to bridge the gap and allow Sprint to continue offering a
competitive 4G service until 2013 when Sprint's upgrade nears
completion.  This skepticism is based on our views of Clearwire's
financial, technical and operational limitations, the relationship
between the two companies and Sprint's spectrum position excluding
Clearwire.  "Sprint is left in a weak competitive position without
the network assets or deep spectrum holdings to compete over the
long-term for broadband wireless customers, and time is not on
their side," commented Saputo.

Moody's feels that Sprint's nascent recovery could stall as
competitors roll out robust, nationwide 4G offers.  A loss of
sales momentum, combined with a sharp increase in network
investment, would dampen Sprint's ability to generate free cash
flow.  Our negative outlook is based on the significant execution
risk related to the network upgrade and Sprint's tenuous
relationship with Clearwire.  We see little opportunity for a
third party to offer spectrum assets to Sprint, through sale or
lease, which would allow Sprint to retain the lead in 4G
offerings.

Starting in 2012, Sprint will increase capital investment by $1-2
billion per year, resulting in negative free cash flow.  Moody's
anticipates that Sprint's leverage will remain above 4x (Moody's
adjusted) through 2013 and free cash flow will fall sharply,
turning negative in 2012.  Applying proportionate consolidation of
Clearwire, which is Moody's current analytical framework for
Sprint, Moody's projects Sprint's leverage will approach 5x and
free cash flow will remain negative through 2013.  Should Sprint
part with Clearwire, Moody's would not apply proportionate
consolidation of Clearwire to Sprint's credit metrics.  However,
based on our view of the higher investment required for Sprint to
proceed alone, Moody's estimates Sprint's credit metrics would be
weaker than our proportional view of a working partnership.

Moody's views Sprint's current liquidity profile as good.  We
estimate Sprint will exit 2011 with over $4 billion in cash.  The
company has a $2.1 billion revolver that has $700 million
remaining undrawn ($1.4 billion is committed to letters of
credit).  Sprint has $2.25 billion in debt maturing in March of
2012.  However, Sprint faces material annual debt maturities,
increased capex and possible investment in either Clearwire or
additional spectrum going forward.  Moody's believes that Sprint's
liquidity, which is currently very strong, may weaken beyond 2012,
a factor considered in our negative outlook.

Moody's could stabilize the outlook if the company were to reach a
definitive agreement with Clearwire that would result in a
coordinated, nationwide 4G network plan and marketing strategy and
if Sprint's leverage (on a proportionate consolidated basis with
Clearwire and incorporating Moody's standard adjustments) were to
remain below 4.5x on a sustained basis.

Sprint's ratings could be lowered further if the company's network
upgrade were to fail to proceed on schedule or yield the benefits
promised or if the company's competitive position deteriorated as
evidenced by postpaid churn rising above 2.0%.  Specifically, if
leverage was likely to exceed 5x on a sustained basis, which we
believe would be the case if the company were to abandon its
partnership with Clearwire, the ratings could be downgraded.

Moody's has taken these rating actions:

   Issuer: Sprint Nextel Corp.

   -- Corporate Family Rating -- Downgraded Ba3 from Ba2 prior

   -- Probability of Default Rating -- Downgraded Ba3 from Ba2
      prior

   -- Speculative Grade Liquidity Rating -- SGL-1 unchanged

   -- Outlook -- Negative from Under Review possible downgrade

   -- Senior Unsecured Notes -- Downgraded B1, LGD5 (77%) from
      Ba3, LGD5 (74%)

   -- Senior Unsecured Gtd.  Bank Credit Facility -- Downgraded
      Baa3, LGD2 (10%) from Baa2, LGD2 (12%)

   Issuer: Sprint Capital Corp.

   -- Senior Unsecured Notes -- Downgraded B1, LGD5 (77%) from
      Ba3, LGD5 (74%)

   Issuer: Nextel Communications Inc.

   -- Senior Unsecured Notes -- Downgraded Ba3, LGD3 (42%) from
      Ba2, LGD3 (39%)

   Issuer: iPCS Inc.

   -- Senior Secured 1st Priority Notes -- Downgraded Ba3, LGD3
      (48%) from Ba2, LGD3 (42%)

   -- Senior Secured 2nd Priority Notes -- Downgraded B1, LGD5
      (77%) from Ba3, LGD5 (74%)

The principal methodology used in rating Sprint Nextel Corporation
was the Global Telecommunications Industry Industry Methodology,
published December 2010.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009 (and/or the Government-Related Issuers
methodology,published July 2010.


STEM INTERNATIONAL: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stem International, Inc.
        4692 Millennium Drive, Suite 400
        Belcamp, MD 21017

Bankruptcy Case No.: 11-18831

Chapter 11 Petition Date: April 28, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Curtis C. Coon, Esq.
                  COON & COLE, LLC
                  401 Washington Avenue, Suite 501
                  Towson, MD 21204
                  Tel: (410) 244-8800
                  Fax: (410) 244-8801
                  E-mail: cccoon@ccclaw.net

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-18831.pdf

The petition was signed by Chilin S. Prakash, president.


TERRESTAR NETWORKS: Court Approves $3.8 Million Qualcomm Claim
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a New York
bankruptcy court on Wednesday approved the resolution of a claim
between TerreStar Networks Inc. and Qualcomm Inc. in TerreStar's
Chapter 11, allowing a $427,000 priority claim and an unsecured
$3.4 million claim that the satellite operator had initially
rejected.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TERRESTAR NETWORKS: Echostar Objects to Bidding Protocol
--------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that EchoStar Corp. is objecting to several of TerreStar
Networks Inc.'s proposed auction procedures, saying the satellite
company is asking bidders to participate in a game with "uncertain
rules" that could "chill bidding and could jeopardize the goal of
maximizing the value of the estates."

According to DBR, EchoStar said that the main reason no official
bids have yet been made for TerreStar is that the company is still
trying to keep as many of its options open, including a possible
plan of reorganization without a sale of its assets.

"Investors demand a certain predictable, definite process; they do
not take aim at moving targets," said EchoStar, TerreStar's
largest creditor, in its court filing Friday, according to DBR.
TerreStar, which earlier this month said it would auction itself
off to the highest bidder, is instead simply trying to preserve
all its options, EchoStar said.

DBR says a TerreStar spokesman didn't immediately respond to a
request for comment.  A judge on Wednesday will decide whether to
sign off on the bidding procedures for TerreStar.

             About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.




THORNBURG MORTGAGE: Ch. 11 Trustee Sues Banks for $2BB Over Demise
------------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Joel I. Sher, the bankruptcy trustee
overseeing the liquidation of Thornburg Mortgage Inc., is suing
Wall Street banks for $2.2 billion, alleging they engaged in
series of "collusive" and "predatory" schemes that eventually
drove Thornburg into bankruptcy.  Mr. Sher filed four suits last
week in U.S. Bankruptcy Court in Baltimore.

The defendants include:

     * J.P. Morgan Chase & Co.,
     * Citigroup Inc.,
     * Goldman Sachs Group Inc.,
     * Bank of America,
     * Countrywide Home Loans,
     * subsidiaries of Barclays PLC,
     * Credit Suisse Group,
     * Royal Bank of Scotland Group PLC, and
     * UBS AG

According to DBR, pursuant to the lawsuits:

     -- the Trustee seeks nearly $2 billion against JPMorgan,
        Citi, Credit Suisse, Royal Bank of Scotland, and UBS over
        what he calls "a collusive scheme" to take control of
        Thornburg and drive it into bankruptcy;

     -- the Trustee alleges Goldman Sachs schemed to "confiscate
        hundreds of millions of dollars of stable, investment
        -grade mortgage-backed securities" that Thornburg had
        pledged to Goldman as collateral.  The Goldman suit
        alleges breach of contract and seeks judgments totaling at
        least $71 million;

     -- the Trustee contends Barclays Capital improperly seized
        mortgage-backed securities from Thornburg in August 2007;

     -- the Trustee contends Countrywide misrepresented the nature
        of hundreds of home loans securitized and sold to
        Thornburg in 2006; and that Bank of America, now
        Countrywide's parent, has "engaged in an elaborate
        corporate shell game" intended to shed Countrywide's
        liabilities.  The Trustee is asking the bankruptcy judge
        overseeing the Thornburg case to force the bank to
        repurchase the loans.

DBR says representatives for the banks couldn't immediately
comment on the allegations.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TIM BLIXSETH: May 18 Hearing on Involuntary Petition
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
Timothy Blixseth, the founder of Yellowstone Mountain Club LLC, in
Montana, last week renewed his motion asking a bankruptcy judge in
Las Vegas to dismiss the involuntary Chapter 7 bankruptcy petition
filed against him.  He filed an additional motion asking the judge
to impose sanctions against the State of Montana and its attorneys
for filing the involuntary petition in bad faith.  The motions are
on the calendar for May 18.

Mr. Rochelle relates that originally, taxing authorities in
California, Montana and Idaho filed the involuntary petition,
claiming they were collectively owed $2.3 million.  Mr. Blixseth
said in his new motion to dismiss that he settled with Idaho by
agreeing he owes $925,000, compared with $1.12 million the state
was claiming.  After the involuntary petition was filed, he
settled with California by admitting to a $992,000 tax debt when
the state was claiming $987,000, according to Mr. Blixseth.

According to the report, Mr. Blixseth is contesting the entire
Montana claim for $59 million, including the $219,000 claim the
state used to file the involuntary petition. He argues the
involuntary petition should be dismissed because there are no
longer three creditors behind it and the lone remaining claim is
disputed.

In the motion for sanctions, Blixseth wants the judge to rule that
Montana filed the petition as leverage to collect taxes, when
instead it should have pursued ordinary collection remedies.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at:
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid $205
million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                      About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TRIBUNE CO: Court Completes Plan Confirmation Trial Hearing
-----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has completed the trial portion of the
hearing to consider confirmation of the Chapter 11 Plans of
Reorganization for Tribune Company and its debtor affiliates,
according to Bill Rochelle of Bloomberg News.

Mr. Rochelle stated that the bankruptcy judge scheduled closing
arguments in June to determine which of these Chapter 11 Plans
will be confirmed:

  * Second Amended Joint Plan of Reorganization, as modified on
    April 26, 2011, proposed by the Debtors, the Official
    Committee of Unsecured Creditors, Oaktree Capital
    Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan
    Chase Bank, N.A.; and

  * Third Amended Joint Plan of Reorganization dated April 25,
    2011 proposed by Aurelius Capital Management, LP, on behalf
    of its managed entities; Deutsche Bank Trust Company
    Americas, in its capacity as successor indenture trustee for
    certain series of senior notes; Law Debenture Trust Company
    of New York, in its capacity as successor indenture trustee
    for certain series of senior notes; and Wilmington Trust
    Company, in its capacity as successor indenture for the
    PHONES Notes.

The confirmation hearing on the Competing Plans began in March,
and continued to April.  The most recent hearing relating to
confirmation of the Competing Plans was on April 23, 2011 to
discuss resolicitation issues.

                  Proposed Post-trial Schedule

Judge Carey has completed the evidentiary record relating to the
confirmation hearing on the Chapter 11 Plans, according to a
proposed notice filed with the Court by the Noteholders in
connection with their Motion to Deem Changes to Noteholders' Plan
Immaterial dated April 25, 2011.

The Noteholders propose these deadlines for filing of post-trial
briefs and final closing arguments with respect to the Chapter 11
Plans:

  May 11, 2011      -- Competing Plan Proponents will file
                       opening post-trial briefs.

                    -- Any third party who has filed a
                       confirmation objection to either or both
                       of the Competing Plans may file opening
                       supplemental briefs, to be submitted in
                       letter form not to exceed five pages.

  May 20, 2011      -- The Plan Proponents will submit reply
                       briefs in letter form not to exceed 10
                       pages, in response to the Third Party
                       Supplemental Briefs.

  May 27, 2011      -- The Plan Proponents will file post-trial
                       briefs.

  June 14, 2011     -- The Court will hear closing arguments.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Debtor, Aurelius Further Amend Proposed Plans
---------------------------------------------------------
Tribune Company and rival Aurelius Capital Management, LP,
submitted to Judge Kevin Carey their amended Chapter 11 Plans of
Reorganization for Tribune Company and its debtor affiliates.

                       Amended DCL Plan

The Debtors, the Official Committee of Unsecured Creditors,
Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P. and
JPMorgan Chase Bank, N.A.; filed with the Court a Second Amended
Joint Plan of Reorganization, as modified on April 26, 2011.

In the amended DCL Plan, the DCL Plan Proponents clarified that
the amounts allocable to Senior Lenders and Bridge Lenders that
do not elect to participate in the Step Two Disgorgement
Settlement will be advanced by the Step Two Arrangers that are
signatories to the undertaking to be filed prior to hearing on
the Disclosure Statement.  Similarly, the procedures for
Potential Step Two Disgorgement Defendants to elect to
participate in the Step Two Disgorgement Settlement will be filed
prior to hearing to approve the Disclosure Statement, which
procedures will be acceptable to the proponents and the Step Two
Arrangers that are signatories to the Step Two Disgorgement
Settlement Undertaking.

The DCL Plan also made clear that nothing in the Plan will be
deemed to constitute a determination of the priorities of the
PHONES Notes Claims and the EGI-TRB LLC Notes Claims, solely as
between the PHONES Notes Claims and the EGI-TRB LLC Notes Claims.
Similarly, the provisions of the DCL Plan will not operate to
discharge any debts that are otherwise rendered non-dischargeable
pursuant to Section 1141(d)(6) of the Bankruptcy Code.

Under the DCL Plan, litigation trust interests is defined
beneficial interests in the Litigation Trust granted to holders
of Allowed Class 1L Claims, which will entitle those holders to a
pro rata share of the net litigation trust proceeds, if any,
remaining after the payment in full of all other Allowed Claims
against Tribune.  Each holder of an Allowed Securities Litigation
Claim against Tribune will receive a pro rata share of the Class
1L Litigation Trust Interests.  In addition, holders of Allowed
Securities Litigation Claims against Tribune retain any
Disclaimed State Law Avoidance Claims that may exist in their
favor.  Holders of Classes 2L through IIIL Securities Litigation
Claims against a Filed Subsidiary Debtor will receive the
distributions, if any, provided to holders of Class 1L Claims.

Deutsche Bank Trust Company Americas and Wilmington Trust are
added to the Creditors' Trust Advisory Board to be formed under
the DCL Plan so long as one or more holders of the relevant
Senior Noteholder Claims or Phones Notes Claims has elected to
receive Creditors Trust Interests, but excluding the Senior Loan
Agent.  Deutsche Bank and Wilmington Trust are also deemed
initial members of the Litigation Trust Advisory Board.

The DCL related that trustees under the Litigation Trust and the
Creditors' Trust will each have fiduciary duties to the Trusts
beneficiaries consistent with the fiduciary duties that a member
of an official committee of unsecured creditors appointed
pursuant to Section 1102 of the Bankruptcy Code has to the
creditor constituents represented by that committee and will
exercise its responsibilities.  The Litigation and Creditors'
Trustees will not owe fiduciary obligations to any defendants of
Preserved Causes of Action in their capacities.  The Litigation
Trustee may, among other things, settle the Litigation Trust
Assets against the Non-Settling Defendants provided that it must
obtain Court approval to settle, dispose of or abandon any
affirmative preserved causes of action where the stated face
amount exceeds $1,000,000.

A two-part copy of the DCL Plan dated April 26, 2011, is
available for free at:

  http://bankrupt.com/misc/Tribune_Apr26DCLPlan01.pdf
  http://bankrupt.com/misc/Tribune_Apr26DCLPlan02.pdf

A two-part blacklined copy of the DCL Plan dated April 26, 2011,
is available for free at:

  http://bankrupt.com/misc/Tribune_Apr26DCLPlan01_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Apr26DCLPlan02_blacklined.pdf

A two-part blacklined copy cumulative changes made to the
original DCL Plan dated December 8, 2010 is available for free
at:


http://bankrupt.com/misc/Tribune_DCLPlanCumulativeBlackline01.pdf

http://bankrupt.com/misc/Tribune_DCLPlanCumulativeBlackline02.pdf

Meanwhile, the Debtors are asking Judge Carey to approve the form,
scope, and procedures for:

  (a) providing holders of Senior Loan Claims and Senior
      Guaranty Claims with the opportunity to change their votes
      to accept or reject the Second Amended Joint Plan of
      Reorganization proposed by the DCL Plan Proponents;

  (b) allowing the holders of Senior Noteholder Claims and Other
      Parent Claims to make elections to receive new treatment
      for those claims under the DCL Plan that are in addition
      to the treatment options already provided for those claims
      under the DCL Plan;

  (c) allowing the holders of Claims that already elected to
      grant certain releases provided for in the DCL Plan to
      make additional elections concerning the scope of those
      releases that result from post-solicitation modifications
      made to the DCL Plan; and

  (d) allowing holders of Claims against Tribune Company to
      reconsider and, if they wish, opt out of the deemed
      transfer of Disclaimed State Law Avoidance Claims to the
      Creditors' Trust under the DCL Plan.

                    Amended Noteholders Plan

Aurelius Capital, on behalf of its managed entities; Deutsche
Bank Trust Company Americas, in its capacity as successor
indenture trustee for certain series of senior notes; Law
Debenture Trust Company of New York, in its capacity as successor
indenture trustee for certain series of senior notes; and
Wilmington Trust Company, in its capacity as successor indenture
for the PHONES Notes submitted their Third Amended Joint Plan of
Reorganization on April 25, 2011.

The Noteholders believe the Debtors' actual total distributable
enterprise value or "DEV" is materially higher than $6.75
billion.  In that regard, the Noteholders have submitted the
rebuttal report to Expert Valuation Report submitted by Lazard
FrSres & Co. LLC prepared by Raymond James, challenging the $6.75
billion DEV.

The Noteholder Plan provides for the separate classification of
the Swap Parent Claim and Swap Guaranty Claim from the Step One
Senior Loan Claims and Step One Senior Loan Guaranty Claims.
Through this modification, the initial distributions to the
holder of the Swap Claims do not change and, thus, the Holder of
the Swap Claims will still receive its pro rata share of the
Debtors' remaining DEV after taking into account (i) initial
distributions to holders of Senior Noteholder Claims, Other
Parent Claims and Other Guarantor Debtor Claims, and (ii) the
reserves established to pay all non-LBO creditors in full, plus
postpetition interest through December 8, 2012.

Under the Amended Noteholder Plan, each holder of Allowed Other
Guarantor Debtor Claims to receive (i) its natural recovery based
on an entity-by-entity valuation prepared by the Debtors, which
is premised on the $6.75 billion total DEV and the allocation of
the total DEV among all of the Debtor entities, as opposed to a
flat 8% initial distribution or (ii) to the extent disputed by
any holder, other recovery as may be determined by a final order.
Initial distributions to holders of Allowed Senior Noteholder
Claims and Allowed Other Parent Claims will be comprised of the
consideration strip consisting of a pro rata share of New Common
Stock or New Warrants; (b) the New Senior Secured Term Loan; and
(c) Distributable Cash.  In accordance with the Other Parent
Claims Put Option, Holders of Other Parent Claims may receive an
increased Cash-only distribution under the Noteholder Plan.

After the initial distributions are made, holders of EGI-TRB LLC
Notes Claims and PHONES Notes Claims will receive pro rata share
of Parent DEV pending (a) allowance of potential beneficiaries
claims and (b) determination of potential beneficiaries'
entitlements under subordination provisions, which reminder will
ultimately be distributed in accordance with the Litigation
Distribution Orders.

A full-text copy of the Noteholder Plan dated April 25, 2011 is
available for free at:

   http://bankrupt.com/misc/Tribune_Apr25NoteholderPlan.pdf

A blacklined copy of the Noteholder Plan is available for free
at:
http://bankrupt.com/misc/Tribune_Apr25NoteholderPlan_blacklined.pd
f

The Noteholders filed with the Court an addendum to the
Noteholder Plan, which provides estimated percentage initial
distributions on Allowed Other Guarantor Debtor Claims.  A
schedule of the estimated percentage initial distributions is
available for free at:

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

Meanwhile, Aurelius Capital Management, LP, et al., are asking the
Court to determine that:

  (i) amendments that have been made to the Noteholder Plan are
      not material and adverse to any Class of Creditors; or

(ii) to the extent the amendments are material and adverse to a
      Classes of Creditors, based on those Classes' prior
      rejection of the Initial Noteholder Plan, those Classes
      will be deemed to also reject the Noteholders' Third
      Amended Joint Plan of Reorganization.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes Mediator for ERISA-Related Claims
------------------------------------------------------
Tribune Co. and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of Delaware to appoint Judge Kevin Gross to
preside a non-binding mediation with respect to these claims:

  (a) a civil action styled Dan Neil and Eric Bailey,
      individually on behalf of themselves and on behalf of all
      other similarly situated v. Samuel Zell, GreatBanc Trust
      Company, EGI-TRB, LLC et al.  Case No. 08-cv-06833
      (RJP) (filed Sept. 16,2008), and any indemnification
      claims of GreatBanc Trust Company arising from that civil
      action;

  (b) the 71 proofs of claim filed by the U.S. Department of
      Labor in unliquidated amounts against Tribune Company and
      70 of its subsidiaries; and

  (c) the proof of claim filed by the U.S. Department of the
      Treasury (Internal Revenue Service) against Tribune
      Company, asserting, in part, a claim for tax penalties
      arising from or related to alleged violations under the
      Employee Retirement Income Security Act.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, discloses that the
Debtors, the named plaintiffs in the Neil Action, on behalf of
themselves and the class, the DOL, and GreatBanc, desire to enter
into nonbinding mediation to negotiate a global resolution of the
ERISA-Related Claims and related matters and to also include the
Debtors' primary and excess fiduciary liability insurance
providers in that mediation.  The IRS has agreed to participate
in the mediation, Mr. Pernick says.  According to Mr. Pernick,
the Debtors have been informed that Judge Gross is acceptable as
mediator to the other parties who have agreed to participate in
the mediation.

Although originally named as a defendant in the Neil Action,
Tribune Company was not named as a defendant in the Neil
Plaintiffs' Third Amended Complaint.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TX PORTFOLIO: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TX Portfolio, LLC
        fka TCI Texas Properties, LLC
        2301 Ohio Drive, Suite 208
        Plano, TX 75093

Bankruptcy Case No.: 11-41365

Chapter 11 Petition Date: April 29, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Hudson M. Jobe, Esq.
                  QUILLING, SELANDER, CUMMISKEY & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: hjobe@qsclpc.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txeb11-41365.pdf

The petition was signed by Craig E. Landess, vice president.


ULTIMATE ACQUISITION: Wins Nod to Auction Off IP Assets on May 25
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reported that
Ultimate Electronics won approval from the bankruptcy judge last
week of procedures for the sale of trademarks, copyrights, Web
sites and other intellectual property.  Bids are due by May 23. If
there is more than one bid, the auction will take place on May 25,
followed by a hearing to approve the sale on May 26.

                   About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del.; and Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., and Jonathan C. Myers, Esq.,
at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., serve
as the Debtor's bankruptcy counsel.  Kurtzman Carson Consultants
LLC is the claims and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate decided to liquidate when
no one would provide financing for a reorganization.

As reported in the TCR on April 29, 2011, with their secured
lender threatening to cut off access to cash, the parent companies
of Ultimate Electronics moved Tuesday to convert their Chapter 11
bankruptcy case in Delaware to Chapter 7 proceedings.


ULTIMATE ACQUISITION: Wants Plan Filing Period Extended to July 26
------------------------------------------------------------------
On April 23, 2011, Ultimate Acquisition Partners, LP, et al.,
asked the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to file a plan and solicit
acceptances thereof to July 26, 2011, and Sept. 25, 2011,
respectively.  Currently, the exclusive periods are set to lapse
on May 26, 2011, and July 26, 2011.

The Debtors relate that at the current time, the going-out-of-
business sales at their Thornton, Colo. locations have not been
completed and the sale of their intellectual property has not been
concluded.  In addition, until the bar dates for asserting claims
have run, the Debtors will not know the nature and extent of the
claims pool that ultimately will need to be addressed in a plan.
As per the Court's order, the general claims bar date is May 16,
2011, while the governmental claims bar date is July 25, 2011.

According to the Debtors, the extension requested will provide
them with the opportunity to analyze their post-GOB Sale's
financial circumstances and to develop a liquidating plan that
maximizes returns to parties in interest.

                   About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del.; and Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., and Jonathan C. Myers, Esq.,
at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., serve
as the Debtor's bankruptcy counsel.  Kurtzman Carson Consultants
LLC is the claims and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate decided to liquidate when
no one would provide financing for a reorganization.

As reported in the TCR on April 29, 2011, with their secured
lender threatening to cut off access to cash, the parent companies
of Ultimate Electronics moved Tuesday to convert their Chapter 11
bankruptcy case in Delaware to Chapter 7 proceedings.


UNIVERITY SKILLED: In Receivership; Judge to Close Nursing Home
---------------------------------------------------------------
Rinker Buck at The Hartford Courant reports that four troubled
nursing homes in West Hartford, Rocky Hill and the New Haven area
that have been under state receivership since January will be
closing after a Superior Court judge concluded that they were not
financially viable and that serious buyers could not be found.

According to the report, Judge Jerry Wagner issued a court order
Wednesday closing the homes, saying that the state's cost of
maintaining them was too high and that there were sufficient beds
in other nursing homes nearby to accommodate the patients.

The four homes are:

   -- Bishops Corner Skilled Nursing & Rehabilitation in West
      Hartford;

   -- Rocky Hill Skilled Nursing and Rehabilitation;

   -- Soundview Skilled Nursing & Rehabilitation in West Haven;
      and

   -- University Skilled Nursing & Rehabilitation in New Haven.

The report notes that receiver Phyllis A. Belmonte concluded that
the homes were not financially viable because their occupancy
rates had dropped to 85% or lower.  The report relates that the
departments of social services and public health will supervise
the relocation of patients to other homes.

The procedures followed by the state include relocating patients
no more than 15 miles from their present homes, and allowing them
to jump to the front of the waiting lists at their new homes, the
report adds.


VALLEJO, CA: Judge Approves Disclosure Statement
------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge
Michael S. McManus on April 25 approved the disclosure statement
for Vallejo, Calif.'s chapter 9 plan of adjustment.

The Chapter 9 plan restructures $50 million of publicly held debt
secured by leases on public buildings. It also adjusts the claims
and benefits of current and former city employees. It doesn't
affect pensions.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VALLEY HEALTH: Fitch Affirms Holyoke Hospital Rev Bonds at 'BB'
---------------------------------------------------------------
As part of its continuous surveillance process, Fitch Ratings has
affirmed 'BB' rating on:

   -- $7,130,000 Massachusetts Health and Educational Facilities
      Authority, Holyoke Hospital Issue, series B, 1994

The Rating Outlook is Revised to Stable from Negative.

Rating Rationale

   -- The revision of the Outlook to stable reflects Valley Health
      System (VHS) management's ability to sustain current levels
      of operations in a challenging operating environment that
      includes weak area demographics, characterized by Medicaid
      representing nearly 28% of VHS's payor mix.

   -- Liquidity is mixed, with days cash on hand (DCOH)
      precariously low at 34.4 days, the cushion ratio adequate,
      and cash to debt solid at over 100%, as of Dec. 31, 2010.

   -- VHS' manageable debt burden -- as defined by cash to debt,
      maximum annual debt service as a percentage of revenue, and
      debt to EBITDA -- is a significant credit strength, helping
      to maintain the rating at its current level.

   -- Debt service coverage on all of VHS's debt remains weak for
      the rating level, with VHS covering at just 1.3 times (x) at
      fiscal year end (FYE) 2010 (Sept. 30 year end); however, all
      of VHS's outstanding bonds amortize by 2015.

   -- Deferred capital spending remains a major credit concern
      (VHS's average age of plant is very high at 20.8 years).

Key Rating Drivers

   -- Operations over the next year remain stable as VHS's
      hospital-only results continue to improve, state funding
      continues, and losses at the non-obligated physician group
      stabilize at approximately $2 million a year.

   -- No debt issuance of significance is expected over the next
      year.

Security

Bonds are secured by a pledge of gross revenues, and a debt
service reserve fund is in place.

Credit Summary

The 'BB' rating reflects the credit concerns of ongoing operating
losses at the system level, very weak liquidity as indicated by
DCOH, and thin debt service coverage for the rating level, which
are offset by a manageable debt burden and stabilization of losses
over the last two audited years, especially at the hospital. For
purposes of analysis, Fitch used the financial statements of
Valley Health System, Inc. and Affiliates (VHS), the parent and
sole corporate member of Holyoke Hospital. Holyoke Hospital
(Holyoke) is the only obligated entity for the series B bonds and
accounted for approximately 86% of VHS's operating revenue in FY
2010. The largest component of the non-obligated group is a
physician group that loses approximately $2 million per year.

In fiscal year 2010, VHS lost $1.2 million from operations,
equating to a (0.9%) operating margin. The negative operating
performance was driven by losses at the physician group, softer
inpatient volumes, and lower state reimbursement, due mostly to
the timing of expected state payments. VHS management reported
that hospital operations not including state payments did improve
with fiscal 2009's operating loss of $1.4 million reduced to
$817,000 in fiscal 2010. On the system level, fiscal 2011 should
be stronger, with physician losses remaining stable at
approximately $2 million but hospital operations continuing to
show slight improvement and state funding higher than in fiscal
2010.

VHS expected to receive approximately $2 million in fiscal 2010,
but received only approximately $857,000. In fiscal 2011, VHS will
realize the remaining $1.1 million of these funds as well as be
expected to book a portion of an additional $3.5 million, which
represents the next allocation of state funding. Hospital-only
results through the first five months of fiscal 2011 show
breakeven operations as compared to a negative 4.5% operating
margin for the same period in fiscal 2010. The interim fiscal 2011
results include $1.6 million of state funding. Fiscal 2011 results
have also been helped by improved inpatient volumes, 34 additional
inpatient admissions year over year, and a slightly higher case
mix. Volumes in fiscal 2010 were negatively affected by the growth
in observation days, which are down in fiscal 2011 due, in part,
to management initiatives.

Losses at the physician group remain a credit concern as physician
turnover, below-budget volumes, the use of traveling doctors, and
physicians in a start-up contract phase continue to keep loses
high. The FY 2010 budget projected a $0.9 million loss but the
loss in fiscal 2010 remained at approximately $2 million. Given
the need to recruit physicians and the number of physicians still
in the guaranteed phase of their contract, Fitch does not expect
much improvement to the physician group losses. Fitch remains
concerned about the subsidies, since the hospital's profitability
is not robust enough to provide that level of support over the
long run. Any deterioration in the system level operating
performance, due to growth in physician losses or a weakening of
hospital operations, would lead to negative rating pressure.
However, over the next year Fitch expects these losses to remain
stable.

Unrestricted cash and investments as of Dec., 31, 2010 were $12.8
million. While this represents a significant drop since fiscal
2007, when unrestricted cash and investments totaled $18.6
million, it has remained relatively stable over the last two
fiscal years. However, DCOH was only 34.4 days compared to FYE
2010 when DCOH was 37.6 days. VHS's other liquidity metrics are
stronger with the cushion ratio at 3.7x and cash to debt of 155%
as of Dec. 30, 2010. VHS's manageable debt burden is a major
credit strength and the main credit factor maintaining VHS at its
current rating level. The remaining $7.1 million of VHS's 1994
bonds will amortize by 2015, and, by fiscal 2012, VHS's maximum
annual debt service will drop from $3.4 million to just under $3
million. However, debt service coverage (1.3x in fiscal 2010)
remains weak for the rating level.

Additionally, a very high average age of plant of 20.8 years
indicates deferred capital spending and future capital needs. In
fiscal 2010, VHS took out a $3 million mortgage to finance the
purchase of a medical office building (MOB) on its campus. While
VHS expects the MOB transaction to provide for positive cash flow,
it did increase its debt burden slightly. Given its overall
financial profile, even modest borrowings, including through
capital leases and mortgages, could pressure the rating. VHS has
postponed plans to construct a new emergency department (ED),
focusing on better throughput to handle volume increases. But the
project, expected to cost approximately $30 million and which
would likely require debt to fund, could be undertaken in the
three to five year timeframe. VHS has also received city approval
to build another MOB on its campus, which it plans to fund through
a third party developer. However, financing is not yet in place
for the MOB. Overall, ongoing capital needs combined with VHS's
limited financial flexibility is a credit concern.

The Stable Outlook reflects Fitch's belief that VHS's operations
will remain stable over the next year with the support of state
funding, stabilization of the physician group operating losses at
about $2 million per year, and no additional debt of significant
consequence.

Valley Health System is located in Holyoke, MA (approximately 10
miles north of Springfield, MA) and is comprised of Holyoke
Hospital (151 staffed beds) and other health care entities. In
fiscal 2010, VHS reported total operating revenues of $128.9
million. VHS agrees to provide quarterly and annual financial
information to the trustee and to bondholders upon request.
However, the documents governing the rated issue predate Rule
15c2-12 and VHS does not disclose any financial information to the
Municipal Securities Rulemaking Board's EMMA system, which Fitch
views negatively.


VICTOR VALLEY: Files Plan of Liquidation; Hearing Set for May 6
---------------------------------------------------------------
Victor Valley Community Hospital, the Official Committee of
Unsecured Creditors, Physicians Hospital Management, LLC, and
Corwin Medical Group, Inc., filed on April 8, 2011, a plan of
liquidation for the Debtor.

A first amended liquidation plan was filed on April 15.  A
redlined version of the amended plan is available for free
at http://ResearchArchives.com/t/s?75e7

A hearing on the approval of the liquidation plan is set for May
6, 2011, at 10:00 a.m., before Judge Catherine E. Bauer of the
U.S. Bankruptcy Court for the Central District of California,
Riverside Division.

The Plan proposes that, after the sale of substantially all of the
Debtor's assets closes and the Plan become effective, all of the
Debtor's remaining assets, including, but not limited to, the cash
on hand on the Effective Date, which includes, but is not limited
to, the net proceeds of the Sale, will be vested in the
Liquidating Debtor, which is the Debtor entity as it will survive
after the Effective Date.  The Liquidating Debtor will lease the
assets that have been purchased by the Purchasers and supervise
the operation of the hospital by the Purchasers who will manage
the hospital under an Interim Management and Lease Agreement under
the Debtor's existing licenses until the Purchasers have obtained
their own licenses.  Another primary function of the Liquidating
Debtor will be to finalize the Claims resolution process, to the
extent possible, and to make Distributions to the Creditors
holding Allowed Claims as provided in the Plan.

When the Liquidating Debtor ceases to exist, which will be when
the Purchasers obtain the necessary licenses to operate the
Hospital and the Interim Management and Lease Agreement
terminates, a Liquidating Trust will be formed and all of the
assets then held by the Liquidating Debtor will be transferred to
the Liquidating Trust, for the benefit of all Creditors of the
Debtor's Estate.  The Liquidating Trust will, to the extent not
completed by the Liquidating Debtor, complete the Claims
resolution process and make any remaining Distributions to
Creditors holding Allowed Claims.  After payment of all creditors
entitled to payment under the Plan, the Liquidating Trust will
distribute any remaining assets as directed by the Attorney
General of the State of California.

The Claims against the Debtor are divided into (1) unclassified
Claims, which are (i)Administrative Claims, (ii) Priority Tax
Claims and (iii) Cure Claims, and (2) Classes of Claims, which are
(i) Class 1 Secured Claims, (ii) Class 2 Priority NonTax Claims
(which includes Priority Claims of employees of the Debtor for
accrued and unused PTO), (iii) Class 3 General Unsecured Claims
and (iv) Class 4 Subordinated Unsecured Claims, which is comprised
of the General Unsecured Claims of PHM and Corwin.

The Liquidating Debtor or the Liquidating Trustee, as the case may
be, will pay all persons and entities holding Administrative
Claims 100% of the allowed amount of such Claims, plus interest,
fees and costs on the Effective Date or when the Claim becomes an
Allowed Claim, whichever is later.

All Claims, except the Secured Claims of PHM and Corwin and the
Subordinated Unsecured Claims, also claims of PHM and Corwin, are
unimpaired by the Plan.  Holders of unimpaired claims are deemed
to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code and do not vote on the Plan.  Holders of
unimpaired claims may, however, file an objection to the Plan, to
the extent any objection is deemed appropriate.

The Secured Claims of PHM and Corwin and the Subordinated
Unsecured Claims of PHM and Corwin will also be paid in full with
interest but the payment will be over time.  The Secured Claims
Subordinated Unsecured Claims of PHM and Corwin are impaired under
the Plan.  PHM and Corwin are, therefore, allowed to vote on the
Plan and will receive Ballots.

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on Sept. 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


VICTOR VALLEY: Obtains Final Court Approval for Access to DIP Loan
------------------------------------------------------------------
Victor Valley Community Hospital obtained final order from Judge
Catherine E. Bauer of the U.S. Bankruptcy Court for the Central
District of California, Riverside Division, permitting it to
extend the postpetition financing from Prime Healthcare Services
Foundation, Inc., in the maximum principal amount of $4.5 million.

To secure the payment and performance of the obligations, the
Debtor granted to Lender a continuing subordinate security
interest in and Lien upon, and pledges to Lender, all of its
right, title and interest in and to all of its personal and real
property and assets whether now owned or hereafter.

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on Sept. 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


WARTBURG COLLEGE: Fitch Affirms Series 2005A Rev Bonds at 'BB'
--------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on Iowa Higher Education
Loan Authority Private Facility Revenue Bonds series 2005A
(Wartburg College Project) issued on behalf of Wartburg College
(Wartburg). The Rating Outlook remains Negative.

Rating Rationale:

   -- While Wartburg's financial profile is marginally improved
      from prior years due to careful expense management and
      market-driven recovery in investment values, significant
      challenges remain before the college can stabilize its
      financial position, warranting the Negative Outlook.

   -- The 'BB' rating reflects a persistently negative GAAP
      operating margin, inconsistent enrollment trends, a weakened
      but satisfactory available funds cushion, and a high debt
      burden.

   -- Uncertainty with regards to Wartburg's ability to stabilize
      enrollment, the absence of which would yield financial
      pressure, necessitates maintenance of balance sheet
      resources in excess of what is typically seen at the 'BB'
      rating level.

What Could Trigger a Downgrade:

   -- Failure to stabilize enrollment and gradually improve
      operating results towards a break even margin.

   -- Further material deterioration of balance sheet resources.

Security:

The series 2005A bonds are a general obligation of the college and
are further secured by a lien on revenues and a mortgage on the
core campus. The rate covenant for the 2005A bonds requires the
college to generate net income available for debt service equal to
1.1 times (x) (debt service coverage ratio) or maintain total cash
and investments equal to or greater than 75% of total debt
(liquidity ratio). The failure to meet both tests requires the
College to engage a consultant.

Credit Summary:

Wartburg's operating margin for fiscal 2010, inclusive of the
annual endowment draw, while improved from fiscal 2009, remained
negative for a third consecutive year at negative 7.5%. While
increased depreciation and interest expense was anticipated in
planning for the wellness center project, a continued negative
margin including endowment draws is weaker than previous
expectations. Student-generated revenues account for 80-85% of
Wartburg's operating revenues, making enrollment management
critical for financial stability. While the school successfully
held expenditures flat in fiscal 2010 and has a practice of
raising tuition and fees annually, revenue flexibility remains
limited given the college's rather high tuition discounting rate
(47.9% in fiscal 2010) and fluctuating enrollment.

Headcount dropped by 1.4% and applications fell by 4.1% for fall
2010. The college anticipates improved enrollment in fall 2011
(fiscal 2012) based on application and retention data but has
conservatively budgeted for approximately 525 new matriculants
(freshmen and undergraduates), 3.5% lower than matriculations in
fall 2010. Fitch notes that Wartburg needs to either grow
enrollment consistently or aggressively restructure its expense
base in order to improve its operational profitability and thereby
strengthen its resource base. Toward this goal, the school has
expanded its focus from its traditional market for student
recruitment to western and southeastern states including Arizona
and Texas.

Available funds defined as cash and investments less permanently
restricted net assets improved to $19.9 million in 2010 from $14
million in fiscal 2009. These balance sheet resources cover total
debt ($84.7 million) and operating expenses ($50 million) by 23.6%
and 40%, respectively. Although these ratios are in line with
colleges and universities rated by Fitch at the lower end of the
'BBB' rating category, the college's weak financial operating
performance, which could be exacerbated by further enrollment
volatility, is a significant offsetting risk. While Wartburg's
portfolio experienced double digit gains through February 2011, it
is essentially recovering from losses suffered between fiscal 2008
and 2009; current available funds are 49% lower than in 2008.
Maintenance of the current cushion is important to maintain the
current rating and continued improvement could help stabilize the
Rating Outlook.

The college's debt burden is high with pro forma maximum annual
debt service (MADS) comprising 13.4% of unrestricted revenues in
fiscal 2010. Annual debt service coverage (DSC) from operating
revenues, as calculated by Fitch is 1.1x (excluding investment
income) for fiscal 2010 acknowledging that the college internally
calculates its DSC to be over 2x including investment income.
Wartburg has no new debt plans at this time.

Wartburg is a private four year college located in Waverly, IA and
serves predominantly in-state undergraduate students. Established
in 1852, the college is recognized as a liberal arts college of
the Evangelical Lutheran Church in America, with a fall 2010 FTE
enrollment of 1,746.


WEST FRASER: Moody's Keeps Ba1 Ratings, With Positive Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed West Fraser Timber Co Limited's
ratings and changed the company's rating outlook to positive.  The
speculative grade liquidity rating was upgraded to SGL-1 from
SGL-3.  West Fraser has a Ba1 corporate family rating and its
senior secured notes due 2014 are also rated Ba1 (LGD3, 42%).  The
positive outlook reflects West Fraser's increased financial
flexibility and Moody's expectation that the company's financial
performance will remain strong.  The company's financial profile
and liquidity position could support a modest upgrade if West
Fraser is able to sustain its recent improvements.  The upgrade of
the SGL rating reflects the much-improved liquidity of the
company.

West Fraser's Ba1 corporate family rating primarily reflects the
company's cost competitive vertically integrated operations, the
company's leading market position as the world's largest lumber
producer, as well as the company's solid track record in
maximizing the productivity of its asset base.  Reduced debt and
improved pricing and demand for the company's primary products,
lumber and pulp, has helped the company restore its credit
protection metrics.  Improved lumber demand from Asia and
relatively strong demand from Canada has enhanced the company's
financial performance; further upside is anticipated when US
housing starts move closer to trend levels.  Credit challenges
include the inherent volatility of the company's wood products and
market pulp businesses, as well as challenges from the pine beetle
infestation including higher processing costs and the longer term
uncertainty regarding fiber availability due to reduced harvest
levels.

West Fraser has strong liquidity supported by approximately C$450
million of availability (December 2010) under its C$500 million
revolving credit facility that matures December 2014.  The company
has a cash balance of C$163 million (December 2010) and Moody's
estimates break-even free cash flow generation with no debt
maturities over the next 12 months.  The company is expected to
remain in compliance with its financial covenants over the next 12
months.

An upgrade would depend on a sustained improvement in the
company's financial performance.  Quantitatively, this could
result if normalized RCF/TD and (RCF-Capex)/TD measures exceed 20%
and 12%, respectively, on a sustainable basis, while maintaining
good liquidity.  The company could face a potential pullback if
lumber or pulp supply is not properly managed with respect to
demand.  The ratings or outlook could be pressured if lumber or
pulp prices fall materially causing deterioration in the company's
liquidity profile or if (RCF-Capex)/TD measures drop to 5% for a
sustained period of time.

Upgrades:

   Issuer: West Fraser Timber Co.  Ltd.

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
      SGL-3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD3,
      42% from LGD3, 46%

Outlook Actions:

   Issuer: West Fraser Timber Co.  Ltd.

   -- Outlook, Changed To Positive From Negative

The principal methodology used in rating West Fraser was the
Global Paper and Forest Products Industry Methodology, published
September 2009.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Vancouver, British Columbia, West Fraser is an
integrated producer of lumber (56% of 2010 sales), pulp and
newsprint (30% of 2010 sales) and wood panels (14% of 2010 sales).
West Fraser's operations consist of 28 sawmills, 3 plywood
facilities, 2 medium density fiber mills, a laminated veneer
facility, 4 pulp mills and a 50% joint venture interest in a
newsprint mill.  The company is currently the largest lumber
producer in the world and the largest plywood producer and the
third largest pulp producer in Canada.


WESTRIM INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Westrim, Inc.
        dba Westrim Crafts
        7855 Hayvenhurst Avenue
        Van Nuys, CA 91406

Bankruptcy Case No.: 11-15313

Chapter 11 Petition Date: April 29, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Alexis M. McGinness, Esq.
                  David M. Poitras, Esq.
                  JEFFER MANGELS BUTLER & MITCHELL LLP
                  1900 Avenue of the Stars 7th Fl
                  Los Angeles, CA 90067-4308
                  Tel: (310) 785-5310
                  Fax: (310) 203-0567
                  E-mail: amm@jmbm.com
                          dpoitras@jmbm.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-15313.pdf

The petition was signed by Ronald B. Cooper, president and CEO.


WILLIAM LYON: Lenders Waive Defaults Under 2009 Loan Agreement
--------------------------------------------------------------
William Lyon Homes, Inc., a subsidiary of William Lyon Homes, on
April 21, 2011, entered into a waiver agreement related to its
Senior Secured Term Loan Agreement dated as of Oct. 20, 2009.

The Company has not yet filed its financial statements for the
year ended Dec. 31, 2010, and certain technical defaults may exist
under the Loan Agreement.

Under the Waiver, the lenders under the Loan Agreement have waived
certain potential defaults under the Loan Agreement, including
potential defaults related to the minimum tangible net worth
covenants in the Loan Agreement, and the possible failure of the
Company to timely deliver certain financial statements.  The
waiver will be effective until July 19, 2011, subject to certain
terms and conditions.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at Sept. 30, 2010, showed $779.64
million in total assets, $639.57 million in total liabilities, and
a stockholders' equity of $140.07 million.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WINN-DIXIE STORES: Completes Sale of Non-Core Assets
----------------------------------------------------
Christian Conte at the Jacksonville Business Journal reports that
Winn-Dixie Stores Inc. has completed the disposition of its non-
core assets with the sale of its Deep South beverage manufacturing
facility.

According to the report, Polar Beverages of Worchester,
Massachusets is acquiring the facility in Fitzgerald, Georgia, in
the center of the state effective April 29.  Polar Beverages will
continue manufacturing Winn-Dixie's Chek brand soft drinks as part
of a five-year contract.

There will be minimal change to existing employees or their wages
and benefits, the press release stated.  The 100 employees of the
facility will become employees of Polar Beverages.  The facility
is 200,000 square feet and 61 different varieties of soft drink
are bottled there.

                         About Winn-Dixie

Winn-Dixie Stores, Inc. (NASDAQ: WINN) --
http://www.winndixie.com/-- is one of the nation's largest food
retailers.  Founded in 1925, the Company is headquartered in
Jacksonville, Fla.  The Company currently operates 514 retail
grocery locations, including more than 400 in-store pharmacies, in
Florida, Alabama, Louisiana, Georgia and Mississippi.

On Feb. 21, 2005, Winn-Dixie Stores and 23 then-existing direct
and indirect wholly owned subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to
Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).  Two of the
then-existing wholly owned subsidiaries of Winn-Dixie Stores, Inc.
did not file petitions under Chapter 11.

When the Debtors filed for protection from their creditors, they
disclosed $2,235,557,000 in total assets and $1,870,785,000 in
total debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's
Joint Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged
from bankruptcy on Nov. 21, 2006.

Reorganized Winn-Dixie is represented by Stephen D. Busey, Esq.,
at Smith Hulsey & Busey in Jacksonville.


WYLE SERVICES: Moody's Affirms B3 CFR; Outlook to Positive
----------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Wyle
Services Corporation, including the Corporate Family and
Probability of Default ratings at B3.  Concurrently, the rating
outlook was changed to positive from stable based on the positive
trend in credit metrics since the acquisition of CAS, Inc.
combined with a healthy backlog and anticipated amounts of modest
debt reduction.

These ratings were affirmed (including updated loss given default
assessments):

   -- Corporate family rating at B3

   -- Probability of default rating at B3

   -- $35 million first lien senior secured revolving credit
      facility due 2015, to B1 (LGD-2, 24%) from B1 (LGD-2, 26%)

   -- $290 million first lien term loan due 2016, to B1 (LGD-2,
      24%) from B1 (LGD-2, 26%)

   -- $175 million 10. 5% subordinated notes due 2018, to Caa2
      (LGD-5, 88%) from Caa2 (LGD- 5, 89%)

RATINGS RATIONALE

The affirmation of the corporate family rating at B3 is reflective
of Wyle's high re-compete win rate, recent operating performance,
historically effective management of working capital, benefits
from being the prime contractor on RIAC task orders with the
Department of Defense and healthy backlog counterbalanced by the
high leverage and weak interest coverage ratios primarily stemming
from the acquisition of CAS, Inc. in September 2010.  The current
adequate liquidity profile also supports the current rating level.
Overall trends in the US defense budget are also reflected in
current ratings including the continuing Department of Defense's
emphasis on controlling contractor spending and the delays in
contract funding and anticipated U.S. fiscal budget cuts
counterbalanced by the U.S. government's continued focus on
outsourcing of highly specialized IT work and focus on cyber
security.

The change in rating outlook reflects Moody's expectation of
continued improvements in operating metrics stemming from
meaningful order backlog growth providing increased near to
intermediate term visibility and with a large portion of the
backlog due to being the prime contractor on work with the DoD's
Reliability Information Analysis Center ("RIAC").  The RIAC
contract offers more flexibility versus more traditional contracts
in terms of more rapid receipt of funding on work done under the
contract.  In addition, the positive outlook incorporates the
expectation that the credit metrics of Wyle will continue to
benefit from upcoming quarters incorporating the EBITDA brought
over from the CAS acquisition which thus far has performed roughly
in line with the company's plan.  The stability of the outlook is
sensitive to any meaningful budget cuts or additional delays in
contract funding by the DoD or NASA that would have a direct
impact on any portion of Wyle's business.

A ratings upgrade would be considered based on the ability of Wyle
to meet operating performance expectations after the next few
quarters post the September 2010 CAS acquisition, an improvement
in liquidity and an expectation of debt to EBITDA (Moody's
adjusted basis) coming closer to 5.0 times and being sustained at
that level.

Adverse rating implications would likely result from a debt
financed acquisition that sustains or increases the company's
current high leverage metrics or if liquidity profile adequacy
comes into question.  Any deceleration in revenue trends, loss of
significant recompetes/contracts and an expectation that the
EBIT/interest will remain below 1.0 times for a prolonged period
could have adverse rating implications as would debt/EBITDA levels
exceeding and sustained above 7.0 times .

The principal methodology used in rating Wyle Services Corporation
was the Global Aerospace and Defense Methodology, published June
2010.  Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Wyle Inc. is a provider of engineering and information technology
services to the federal government.  Proforma for the CAS
acquisition, the company generated 2010 revenue of roughly
$1 billion.


YONKERS RACING: Moody's Places Rating on Review; Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed Yonkers Racing Corporation's B2
Corporate Family Rating and B2 Probability of Default Rating on
review for possible upgrade.  This action follows Yonkers'
announcement that it is seeking consent from its 11.375% senior
secured second lien note holders to allow for a $100 million add-
on to these notes, proceeds from which are expected to be used to
refinance the company's (unrated) $83 million 13.25% senior
subordinated notes due 2013 and related warrants.  The B1 rating
on Yonkers' existing $203 million senior secured second lien notes
due 2016 was affirmed.

RATING RATIONALE

The review for possible upgrade considers Moody's opinion that a
full refinancing of Yonkers' senior subordinated notes, combined
with the fact that the company's operating results have exceeded
Moody's original expectations, will substantially mitigate the
risk associated with the 2011 scheduled opening of the Aqueduct
racino located in Queens, New York.  The Aqueduct racino is
located only 20 miles from Yonkers' Empire City casino facility
and was considered by Moody's to be a significant rating factor
when a first time rating was assigned to Yonkers in June 2009.

The affirmation of Yonkers' senior secured second lien notes
considers the company's intent to replace its subordinated notes
with additional senior secured second lien notes.  This event
would result in a capital structure wherein the second lien notes
comprise all of the company's debt, and as a result, would be
rated the same as the Corporate Family Rating.

Moody's expects that Yonkers' Corporate Family and Probability of
Default ratings would be raised to B1 from B2 if the company
executes a refinancing plan that extends its debt maturity profile
and lowers its cost of capital.  As part of the review process,
Moody's will also assess Yonkers' willingness and ability to
achieve and maintain debt/EBITDA at or near 4 times.  The
company's small scale and limited diversification, however, would
likely limit any ratings improvement to one-notch.

Ratings placed on review for possible upgrade:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

Rating affirmed:

   -- $203 million 11. 375% senior secured second lien notes due
      2016 at B1 (LGD 3, 38%)

Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino and Yonkers
Raceway.  The facility is located in Yonkers, New York.  The
company currently generates annual net revenue of approximately
$210 million.

The principal methodology used in rating Yonkers Racing Corp.  was
the Global Gaming Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


* Supreme Court Clears Rule on Disclosing Creditor Data
-------------------------------------------------------
American Bankruptcy Institute reports that the Supreme Court
approved a new federal rule requiring distressed-debt investors
and others to disclose details of their trades when banding
together to influence bankruptcy proceedings.


* Public Company Ch. 11 Filings Have Slow Start This Year
---------------------------------------------------------
Bankruptcydata.com, a service of New Generation Research Inc.,
reported that in the first quarter this year, 20 public companies
filed in Chapter 11 with $4.3 billion in combined assets.  Over
the same period in 2010, there were 27 public-company filings with
$18 billion in assets.  In the first quarter of 2009, the 70
comparable filings entailed more than $100 billion in assets.
Measured by assets, filings this year are 24% of 2010 and only 4%
of 2009.


* Francis Pileggi Joins Eckert Seamans in Wilmington
----------------------------------------------------
Eckert Seamans Cherin and Mellott, LLC, a full-service national
law firm, disclosed that Francis G.X. Pileggi, a leading Delaware
attorney and law blogger, has joined the firm as Member-in Charge
of the Wilmington office.  Mr. Pileggi, who previously served as
the founding partner of Fox Rothschild's Wilmington office,
practices primarily in the areas of corporate and commercial
litigation.

Mr. Pileggi's litigation practice emphasizes representation in
high-stakes disputes of corporations, stockholders, members of
boards of directors, members and managers of LLCs, and those with
managerial or ownership interests in other forms of entities.  He
has extensive experience in matters involving fiduciary duties and
corporate governance as well as summary proceedings under the
Delaware General Corporation Law.  Mr. Pileggi is also a certified
mediator for the Delaware Court of Chancery and the Delaware
Superior Court as well as the Bankruptcy Court for the District of
Delaware.

"We are delighted to have Francis join the firm and look forward
to his contributions," said Timothy P. Ryan, Eckert Seamans' CEO.
"His exceptional background in complex commercial litigation with
a specialty in 'bet the company' litigation, as well as
significant corporate governance knowledge and experience, will
considerably enhance and expand these key areas of practice for us
in Delaware and firm-wide."

Added Christopher R. Opalinski, Chair of Eckert Seamans'
Litigation Division, "Francis has unique perspective into the
Delaware Court of Chancery, the country's preeminent forum for
corporation litigation.  Delaware legal trends typically provide a
glimpse of what is to come in Corporate America, and his insight
will help our clients remain poised to interpret and prepare for
the challenges and opportunities that lie ahead as the financial
markets continue to recover."

Mr. Pileggi joins Eckert Seamans' team of 185-plus litigators and
over 300 attorneys firmwide, who represent plaintiffs and
defendants across the spectrum of business and other disputes,
from highly complex cases in such technical areas as shareholder
disputes, class actions, product liability, pharmaceutical
litigation, intellectual property, securities and employment, to
commercial contract disputes.

"Eckert Seamans is known throughout the state, and the Northeast,
for its leading work in corporate and commercial litigation, and
that makes the firm a natural fit for my practice," said Mr.
Pileggi.  "This move provides me with a strong base from which to
expand my practice and serve the clients in many states."

A frequent author and speaker, Mr. Pileggi is also a popular
blogger.  He created and maintains the "Delaware Corporate and
Commercial Litigation Blog" at http://www.delawarelitigation.com/
-- which summarizes recent Delaware court decisions of import
about corporate and commercial law, primarily from the Delaware
Court of Chancery and Delaware Supreme Court.  The blog has been
selected as a Top Blog by LexisNexis, named one of LexisNexis' Top
25 Business Law Blogs of 2010 and lauded as one of the Top 100
Most Popular Blawgs of All Time by Justia.com.  In turn, Mr.
Pileggi has been described as "a brand name in Delaware corporate
litigation," referred to as the "dean of Delaware law bloggers,"
and the Delaware Corporate and Commercial Litigation Blog is
considered "the premier online resource for coverage of the
Delaware Chancery Court."  He is also a guest contributor to The
Harvard Law School Corporate Governance Blog.

He has been recognized as one of the top lawyers in Delaware by
Delaware Today magazine, and selected for inclusion in the "2010
People to Watch" Directorship 100 list by Directorship Magazine as
an influential individual in corporate governance.  Mr. Pileggi
serves on the Editorial Board of The Bencher, the national
publication of The American Inns of Court.  He is a former member
of the Executive Committee and a former assistant treasurer of the
Delaware State Bar Association, as well as a former member of the
Steering Committee for the Superior Court Trial Practice Forum.
In addition, Mr. Pileggi is a former member of the Board of
Governors of the Delaware Trial Lawyers Association, the former
Editor for the Newsletter of the ABA Business Law Section's
Business and Corporate Litigation Committee, and former co-chair
of the Ethics Subcommittee of the ABA Litigation Section's
Business and Commercial Litigation Committee.  He was asked to
write the Foreword to the Second Edition of The Lawyer's Business
Valuation Handbook, by Dr. Shannon Pratt.

Mr. Pileggi also uses his skills as a trial attorney and his
corporate background to provide legal counsel and advice to the
construction industry.  A member of the Delaware Contractors
Association, he has spoken before this and other trade groups.

Among his many other efforts in the community, Mr. Pileggi serves
on the Board of Trustees of Neumann University in Aston,
Pennsylvania, and notably in 2005, was named by the Prime Minister
of Italy as a Cavaliere.  Also in 2005, he was appointed by the
Governor of Kentucky as a Kentucky Colonel.  Mr. Pileggi is a
member of the National Italian American Foundation, Legatus
International and the Order of Malta.

Mr. Pileggi earned his J.D. from the Widener University School of
Law and his undergraduate degree from St. Joseph's University.

                        About Eckert Seamans

Eckert Seamans -- http://www.eckertseamans.com/-- has over 335
attorneys located in eleven offices throughout the United States
including Pittsburgh, Harrisburg, Philadelphia, Southpointe and
West Chester, Pennsylvania; Boston, Massachusetts, Washington,
D.C., Richmond, Virginia; Wilmington, Delaware; Charleston, West
Virginia; and White Plains, New York. The firm provides a broad
range of legal services in the areas of litigation, including mass
tort and products liability litigation, corporate and business
law, intellectual property law, labor and employment relations,
aviation law, bankruptcy and creditors' rights, employee benefits,
environmental law, construction law, municipal finance, real
estate, tax and estate law, trucking and transportation law.
Eckert Seamans' practice reflects virtually every industry and
segment of the country's business and social fabric. Clients
include Fortune 500 companies, financial institutions, newspapers
and other media, hotels, health care organizations, airlines and
railroads.  The firm also represents a number of federal, state,
and local governmental and educational entities.


* Robins, Kaplan Adds Business Litigation to Los Angeles Office
---------------------------------------------------------------
In a bold yet calculated step, Robins, Kaplan, Miller & Ciresi
L.L.P. has brought aboard all lawyers to its Los Angeles office
from the full service litigation and transactional boutique,
Reeder Lu, LLP, including partners Christopher S. Reeder and
Richard Schloss.  With the move, the firm now has close to 50
attorneys in Los Angeles and has significant new resources to
handle high-profile complex business litigation, real estate,
financial institution, employment, franchise, and corporate
matters.

Joining with Reeder and Schloss are associates Wesley Lew, Duncan
McCreary, H. Mark Madnick, Andrew Howard, and Brian Lauter.  All
will start work at Robins, Kaplan, Miller & Ciresi L.L.P. on
May 2, 2011.

"There were incredible synergies with Robins, Kaplan, Miller &
Ciresi L.L.P. in the type of trials, litigation, and transactional
work that we do, and now we can continue to deliver excellent
service to our clients in a large, but truly unique, firm
platform," Reeder said.  "Here, we can integrate with some of the
best trial attorneys in the country, and I am personally excited
to work with Roman Silberfeld, one of the premier trial attorneys
in the country."

Reeder founded Reeder Lu, LLP, in 2009, after a successful career
at top national law firms Kaye Scholer, LLP, Lord, Bissell &
Brook, LLP, and Sheppard Mullin Richter & Hampton, LLP.  In a
little more than two years, Reeder Lu grew and quickly earned a
sterling reputation for its trial success and other work in
business litigation, real estate, financial institution,
franchise, employment, franchise, and corporate transactions.  The
firm represents companies in a wide array of industries including
real estate, manufacturing, franchising, financial markets, and
professional services as well as high net-worth individuals.

Silberfeld, the managing partner of the Los Angeles office of
Robins, Kaplan, Miller & Ciresi L.L.P., explained that the
addition of the Reeder Lu group is part of the firm's long-
standing mission to construct a Los Angeles office that matches
the capabilities of the firm as a whole.  "Chris, Richard and
their associates fit that bill very well," Silberfeld said.  "This
move enhances our range of services and our ability to provide
excellent client service to our clients and theirs."

Silberfeld opened the Los Angeles office 16 years ago and it has
grown from six lawyers to almost 50 today.  He said that adding
the Reeder Lu lawyers to the office helps accomplish another goal:
infusing the office with a group of vital, younger lawyers and
partners who can take leadership roles in the future.

"From the firm's perspective, this brings us a critical mass of
people who can do more things, without having to call for
reinforcements from our other offices," Silberfeld said.

Reeder, who graduated magna cum laude with a juris doctor degree
from the University of Dayton School of Law, spent five years in
the U.S. Navy, serving in Operation Desert Storm where he earned
five medals. During his legal career, he has enjoyed a broad based
trial, litigation, and general counsel practice, including real
estate, lender liability, franchise, business practices,
intellectual property, employment and labor, health care,
construction, aviation, class actions, partnership disputes, and
other commercial litigation matters.

In addition, Reeder advises clients in real estate transactions,
lending and brokerage laws, franchise transactions and
disclosures, construction contracting and licensure requirements,
advertising, business practices, and employment law.

Schloss earned his juris doctor degree magna cum laude from
Cleveland-Marshall College of Law.  Prior to joining Reeder Lu,
LLP, Schloss gained extensive experience with top national firms
DLA Piper US LLP and Katten Muchin Rosenman.  He represents
clients in the areas of commercial real estate development and
finance.  His clients include developers, lenders, and borrowers
in various commercial transactions, including joint ventures,
acquisition and development, commercial finance, leasing, and
purchase and sale.  He also works in the areas of general
corporate, franchise, and bankruptcy law. Schloss is licensed to
practice law in California, Illinois and Ohio, and he represents
clients in complex transactional matters throughout the United
States.

"At Reeder Lu, we were really able to capture the full service
nature of the practice as well as continuing to provide trial
success for our clients," Reeder concluded.  "Now we can really
expand our capabilities for our clients with a large national
platform at a top tier firm as well as enjoy the extraordinary and
unique trial resources of Robins, Kaplan, Miller & Ciresi L.L.P."

                     About Robins, Kaplan

Robins, Kaplan, Miller & Ciresi L.L.P. -- http://www.rkmc.com--
is one of the top trial firms in the country.  The firm's clients
include numerous Fortune 500 corporations, emerging markets
companies, entrepreneurs, and individuals as both plaintiffs and
defendants.  Robins, Kaplan, Miller & Ciresi L.L.P. is frequently
engaged in high-stakes, complex litigation with significant
bottom-line implications for their clients, and the business
lawyers handle complex transactions in a variety of market
segments.  The firm has more than 250 lawyers located in Atlanta,
Boston, Los Angeles, Minneapolis, New York and Naples (FL).

Robins, Kaplan, Miller & Ciresi L.L.P. has been honored as a
recipient of The National Law Journal's 2011 Pro Bono Award and
was selected as a Pro Bono Firm of 2010 by Law360.  The American
Lawyer ranked the firm no. 6 in the country in the 2009 Pro Bono
Survey, and twice named the firm to the A-List (2007 and 2004).
The firm has regularly received a top ranking for litigation from
Chambers USA and was chosen as a "Go-To Law Firm" by Corporate
Counsel.


* Bankruptcy Judge Honored as Court Technology Pioneer
------------------------------------------------------
U.S. Bankruptcy Judge J. Rich Leonard of the Eastern District of
North Carolina has been named the 2011 recipient of the Lawyers
Conference Award for Outstanding Contribution in the Field of
Judicial Administration.

The American Bar Association announced that Judge Leonard will
receive the Robert B. Yegge Award later this year.

Judge Leonard is being honored for, among other achievements, his
two-decade effort to assist in developing and overseeing the
electronic case filing and public access systems of the federal
courts, and for his pioneering program to make digital audio
recordings of federal court proceedings available to the public
online.

Judge Leonard has been a bankruptcy judge since 1992. He
previously served as a magistrate judge and a clerk of court.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                           Share-       Total
                                 Total    Holders'     Working
                                Assets      Equity     Capital
  Company         Ticker         ($MM)       ($MM)       ($MM)
  -------         ------        ------    --------     -------
ABRAXAS PETRO     AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP  ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS   ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG   AXL US       2,114.7      (468.1)       33.0
AMR CORP          AMR US      27,113.0    (3,949.0)   (1,028.0)
ANOORAQ RESOURCE  ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC        ARQL US         88.9       (14.6)       34.9
AUTOZONE INC      AZO US       5,765.6    (1,038.4)     (487.0)
BIOLASE TECHNOLO  BLTI US         18.1        (3.0)       (5.7)
BLUEKNIGHT ENERG  BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E  BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E  BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U  BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A  CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A  XSR CN         180.8       (14.8)      (48.5)
CC MEDIA-A        CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM   CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC        CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY   CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY   LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS     CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB  CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT  CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC  CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE  CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A   CMLS US        319.6      (341.3)       16.9
DENNY'S CORP      DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A    DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A    EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA    DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET  DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK     EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC      ECYT US         21.2        (7.1)       12.4
EXELIXIS INC      EXEL US        360.8      (228.3)      (16.5)
FAIRPOINT COMMUN  FRP US       2,973.8      (587.4)      180.5
FLOTEK INDS       FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP     FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO     F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO     F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC       GY US          989.6      (177.7)       83.8
GLG PARTNERS INC  GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING  GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC  HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A   HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC  HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM      IDIX US         69.9       (31.1)       29.5
INCYTE CORP       INCY US        489.6       (88.6)      341.9
IPCS INC          IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI  ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU  JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC       KNOL US        787.7       (15.9)       20.4
KV PHARM-A        KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B        KV/B US        296.2      (233.4)     (134.5)
LIN TV CORP-CL A  TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE     LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC     LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT  MEQ CN         448.9        (9.0)        -
MANNKIND CORP     MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON      MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC      MEDQ US        323.9       (30.6)       45.2
MERITOR INC       MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP      MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR  MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST  MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED  NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL     NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C  NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A  NXST US        602.5      (175.2)       53.6
NPS PHARM INC     NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT  NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE    OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS    OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS    OTT-U CN       322.1        (5.2)       22.0
PALM INC          PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN  PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A  PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC      PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE    PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU  QLTY US        271.3      (144.5)       35.0
QUANTUM CORP      QTM US         466.4       (65.2)      125.7
QWEST COMMUNICAT  Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A  RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA   RLRN US         49.9       (31.4)      (36.6)
REVLON INC-A      REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC  RRR US       2,817.4       (62.2)      (71.6)
RURAL/METRO CORP  RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL  SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A  SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A  SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A   SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A   SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES   SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA  SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS   TCO US       2,535.6      (512.8)        -
TEAM HEALTH HOLD  TMH US         807.7       (51.4)       17.9
THERAVANCE        THRX US        331.2       (22.4)      276.3
UNISYS CORP       UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS    URI US       3,692.0       (29.0)      123.0
VECTOR GROUP LTD  VGR US         949.6       (46.2)      299.9
VENOCO INC        VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A  VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP  VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A   VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS   VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO  WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS   WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA  WLB US         750.3      (162.4)      (35.8)
WESTWOOD ONE INC  WWON US        288.3        (6.0)       30.6
WORLD COLOR PRES  WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES  WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO     GRA US       4,271.7       (68.8)    1,371.3



                           *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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