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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

              Friday, May 13, 2011, Vol. 15, No. 131

                            Headlines

ADVOCATE FINANCIAL: Trustee Seeks Approval of Maher Settlement
AGI DEVCO: Voluntary Chapter 11 Case Summary
ALLIED DEFENSE: Has $45.61MM Net Assets on Liquidation Basis
AMERICAN RESIDENTIAL: Moody's Puts Junk Rating on $50MM PIK Notes
AMERICAN RESIDENTIAL: S&P Affirms CCR at 'B'; Outlook is Negative

AMWINS GROUP: S&P Raises Counterparty Credit Rating to 'B'
APPLETON PAPERS: Incurs $5.19 Million Net Loss in April 3 Quarter
AURASOUND INC: Kabani & Company Resigns as Accountants
BAKERCORP: S&P Gives 'B' Corp. Credit Rating; Outlook is Stable
BEAZER HOMES: Files Form 10-Q; Posts $53.75MM Loss in March Qtr.

BERNARD L MADOFF: UniCredit Says Suit Should Be in District Court
BIOCORAL INC: Delays Filing of Quarterly Report on Form 10-Q
BIOLASE TECHNOLOGY: Incurs $750,000 Net Loss in First Quarter
BRADLEY GROUP: Case Summary & 6 Largest Unsecured Creditors
BREWERY PROPERTIES: Ipswich Developer in Chapter 11

BUTTERMILK TOWN: Taps Mid-America Real Estate as Broker
CAESARS ENTERTAINMENT: Incurs $144.80MM Net Loss in First Quarter
CAESARS LINQ: S&P Puts 'B-' Corp. Credit Rating; Outlook Stable
CARIBBEAN PETROLEUM: Judge Approves Chapter 11 Plan
CARIBE MEDIA: Meeting of Creditors Scheduled for June 10

CATHOLIC CHURCH: Pachulski Stang Clarifies Hourly Rates
CATHOLIC CHURCH: CMRS Wins Final Judgement vs. Settlement Trustee
CATHOLIC CHURCH: Oregon Judge Orders Documents from Vatican
CENTURION PROPERTIES: Taps Gibbons & Riely as Appraiser
CENTURY ALUMINUM: Moody's Upgrades Corporate Family Rating to 'B3'

CHATSWORTH INDUSTRIAL: Plan Hearing Continued Until Aug. 26
CHRISTIAN BROTHERS': Section 341(a) Meeting Scheduled for May 25
CHRYSLER LLC: E.D. Mich. Ct. Rules in Suit v. Car Dealers
CITADEL BROADCASTING: Inks $14 Mil. Ch. 11 Settlement With Disney
CLEARWIRE CORP: Files Schedule TO for RSU Exchange Program

CLOVERLEAF ENTERPRISES: Penn Applies for Rosecroft License
CORDIA COMMUNICATIONS: Meeting of Creditors Scheduled for June 14
CORDIA COMMUNICATIONS: Taps DSI To Provide Restructuring Services
COSTA DORADA: Case Summary & 4 Largest Unsecured Creditors
CUI GLOBAL: Incurs $93,523 Net Loss in First Quarter

DAILY PRODUCTION: Looking for Investors, Asks More Time for Plan
DAMON PURSELL: Fine-tunes Proposed Reorganization Plan
DANAOS CORP: Reports $5.44MM Net Income in First Quarter
DILLARD LAND: Meeting of Creditors Scheduled for June 2
DISTRIBUTION ONE: Case Summary & 20 Largest Unsecured Creditors

DLGC II: Court Approves Polsinelle Shughart sa Bankruptcy Counsel
DOLCE VITA: Judge Favors Ellington in Shoreline Suit
DTZ ROCKWOOD: CW Financial Plans to Acquire Assets
DYNEGY INC: Incurs $77 Million First Quarter Net Loss
EAGLE BRIDGE: Files for Bankruptcy; Auction on May 31

EARTHLINK: Moody's Assigns 'B1' Corporate Family Rating
EAST COAST: Can Use Lenders' Cash Collateral Until May 17
EASTERN LIVESTOCK: Trustee Sues Atkinson for Cattle Purchases
EASTMAN KODAK: FMR LLC Discloses 10.65% Equity Stake
ECLIPSE AVIATION: District Court Rejects Interlocutory Appeal

EIG MANAGEMENT: S&P Rates Counterparty Credit 'BB'; Outlook Stable
ELEPHANT TALK: Incurs $4.71 Million Net Loss in First Quarter
ELITE PHARMACEUTICALS: License Deals Sealed from Public
EMISPHERE TECHNOLOGIES: N. Hart Resigns as VP Strategy & Dev.
ENVIRONMENTAL INFRASTRUCTURE: Registers Shares for Employee Plan

FGIC CORP: Hearing on Plan Outline Adequacy Adjourned to June 2
FIDDLER'S CREEK: Sold 19 Homes for $13.4MM Since Petition Date
FIRST NATIONAL: Fitch Affirms 'BB+' Issuer Default Ratings
FIRST ONE: Case Summary & 20 Largest Unsecured Creditors
FIRST SECURITY: Won't Pursue Public Offering at This Time

FIRST WIND: S&P Puts 'B+' Issuer Rating to Proposed $200MM Notes
FIRSTLIGHT HYDRO: Fitch Affirms 'BB+' Rating on Sr. Secured Bonds
FOREVERGREEN WORLDWIDE: Amends 2009 10-K to Record GW Impairment
FRANK PANZA: Files for Bankruptcy to Halt Auction
FRANKLIN PLACE: Court Dismisses Involuntary Chapter 11 Petition

GARLOCK SEALING: Asbestos Case Returns to Court Today
GENERAL GROWTH: Taberna Wants Payment of $980,000 for Expenses
GENERAL GROWTH: Files Objection to Credit Suisse $17.5-Mil. Claim
GENERAL GROWTH: U.S. Trustee Opposes New World Reimbursement
GENERAL GROWTH: Brown Rudnick Defends Fees

GIORDANO'S ENTERPRISES: Wants Court's OK on Funds Turnover
GLOBAL CROSSING: FMR LLC Discloses 3.632% Equity Stake
GOURMET KITCHENS: Case Summary & 20 Largest Unsecured Creditors
GREENWOOD ESTATES: Taps Brian D. Flanagan to Appraise Property
GLOBAL INDUSTRIES: Insurers Can Challenge Chapter 11 Plan

GRAHAM PACKAGING: Reports $14.7 Mil. Net Income in First Quarter
GREENBRIER COS: S&P Retains 'B' CCR; Outlook Remains Stable
GREENTREE GAS: Sells Oil and Gas Assets, To Submit BIA Proposal
GREYSTONE PHARMACEUTICALS: Court OKs Appointment of Trustee
GRUBB & ELLIS: Pine River Discloses 0% Equity Stake

GRUBB & ELLIS: Nisswa Convertibles Discloses 0% Equity Stake
GRUBB & ELLIS: Won't Host Investor Conference Call for Q1
GUARANTY FINANCIAL: Wins Confirmation of Chapter 11 Plan
HAMPTON ROADS: Announces Appointments to Special Assets Team
HARRY & DAVID: Taps DJM Realty as Real Estate Consultants

HARRY & DAVID: Can Employ Richards Layton as Bankruptcy Co-Counsel
HARTMARX CORP: Seaford Workers Have $150,000 Settlement
HCA HOLDINGS: Registers 4.13 Million Shares for Incentive Plan
HEALTHSOUTH CORP: Moody's Puts Ba1 Sr. Credit Facility Rating
HEALTHSOUTH CORP: S&P Puts BB Rating on Term Loan, Affirms B+ CCR

HENDRICKS FURNITURE: Original Owners to Open Third Store
HERCULES OFFSHORE: Seahawk Drilling Holds 16.24% Equity Stake
HERITAGE ORGANIZATION: Trustee Loses Bid to Recover Lexus Vehicle
HERTZ GLOBAL: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
HIGHLAND GROUP: Case Summary & 6 Largest Unsecured Creditors

HUGHES TELEMATICS: Files Form S-3 for 2,429,000 Shares
IMAGEWARE SYSTEMS: Attends the 8th Annual Small Cap Conference
INNKEEPERS USA: Disclosure Statement Hearing Continues Today
INTEGRA BANK: Incurs $46.2 Million Net Loss in 1st Quarter
INTEGRATED RECYCLING: Case Summary & Creditors List

INTERFACE INC: S&P Places 'B' Corp. Credit Rating on Watch Pos.
INVERNESS DISTRIBUTION: Bankruptcy Not Much Impact on Morgan Creek
ION MEDIA: District Court Grants Summary Judgment in FMLA Suit
JOSEPH-BETH BOOKSELLERS: Emerges From Ch. 11 Reorganization
JUVENAL GARCIA: Pre-Bankruptcy Lawyer May Be Subject to Sec. 329

K-V PHARMACEUTICAL: Stockholders May Sell 9.95MM Common Shares
KANSAS CITY SOUTHERN: Moody's Assigns 'Ba3' Rating to 2021 Notes
KRONOS INTERNATIONAL: Reports $41-Mil. Net Income in 1st Qtr.
KCXP INVESTMENT: Sterling Has Selling Point for Jet Ranch
LAMPLIGHTER VILLAGE: Properties Set for May 26 Auction

LEVEL 3: Files Form 10-Q; Posts $205-Mil. 1st Qtr. Net Loss
LEHR CONSTRUCTION: Execs. Charged for $30-Mil. Overprice
LIBBEY INC: Subsidiaries Amend February 2010 Credit Agreement
MAJESTIC TOWERS: Section 341(a) Meeting Scheduled for June 14
MEREULO MADDUX: Charleston Files Amended Plan and Plan Supplement

MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MOVIE GALLERY: Idaho Customers to Benefit from Settlement
MERITOR, INC: Reports $22-Mil. in Quarter Ended March 31
METROPARK USA: Court Extends Filing of Schedules Until June 17
METROPARK USA: Has OK to Hire Omni Management as Claims Agent

METROPARK USA: Three-Member Creditors Committee Appointed
METROPARK USA: Wins Court Approval of Store-Closing Deal
MIDSTATE HAYES: Case Summary & 3 Largest Unsecured Creditors
MIDSTATE HAYES: Case Summary & 4 Largest Unsecured Creditors
MILAGRO OIL: S&P Puyd 'B-' Corp. Credit Rating; Outlook Negative

MOLECULAR INSIGHT: Deregistering Unsold Common Shares
MOLECULAR INSIGHT: Deregisters Unsold Securities in $25M Offering
MOVIE GALLERY: Negative Credit Reports Rescinded
NEWLOOK INDUSTRIES: Toronto Regulator Issues Cease Trade Order
NEWPORT TELEVISION: Moody's Upgrades CFR to Caa1; Outlook Stable

NORTEL NETWORKS: U.S. Headquarters Goes for $43.1 Million
NORTEL NETWORKS: Bondholders Seek Fast Answers Over Euro Claims
PACIFIC AVENUE: Brokers May Not Get Commission From Leasing Work
PANADERIA Y REPOSTERIA: Case Summary & Largest Unsecured Creditors
PCS HOMES: Sheldon Good Puts Five Properties on Auction Block

PENZANCE CASCADES: Garrison Steers Properties to Ch. 11 Exit
POINT BLANK: Equity Holders' Motion to Unseal Objection Denied
PRE-PAID LEGAL: S&P Gives 'B' CCR on MidOcean Acquisition
PREMIER GOLF: Files For Chapter 11 Bankruptcy Protection
QR PROPERTIES: Disclosure Statement Hearing Set for June 30

R&M GOURMET: Market at Pavilions Files Chapter 11 in Sacramento
RANGE RESOURCES: Moody's Rates Senior Subordinated Notes 'Ba3'
RANGE RESOURCES: S&P Gives 'BB' Rating on $400MM Sr. Notes
RARE LLC: Court Discharges Chapter 7 Bankruptcy
RASER TECHNOLOGIES: Closes $750,000 Bridge Loan With Investor

RCC SOUTH: Initial Hearing for Plan Confirmation on May 24
R. D. HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
REAL MEX: Restaurants Downgraded Amid Covenant Concerns
RELATED GROUP: To Acquire Note on Omni International Mall Complex
RIOCAN REAL: S&P Affirms Rating on C$125MM Trust Units at 'BB'

RITE AID: Could End Up Being Sold, Analysts Say
ROLLING HILLS: Must Turn Over Cabin Sale Proceeds to Lienholder
ROTECH HEALTHCARE: Incurs $2.7-Mil. Net Loss in First Quarter
ROOKWOOD CORP: Involuntary Petition Stays Auction
RW LOUISVILLE: Further Fine-Tunes Proposed Reorganization Plan

RGB RESORT: Miami Bankruptcy Judge Named Mediator
SAN MARCOS CAPITAL: Guaranty Bank Accuses Owners of Fraud
SAVANNA ENERGY: S&P Gives 'B+' CCR; Outlook is Stable
SBARRO INC: Seeks to Hire Kirkland & Ellis as Attorneys
SBARRO INC: Creditors Committee Seeks Hiring Approvals

SCHUTT SPORTS: Wins Confirmation of Chapter 11 Plan
SCOVILL FASTENERS: Section 341(a) Meeting Set for May 23
SCOVILL FASTENERS: U.S. Trustee Forms 3-Member Creditors' Panel
SEARS HOLDINGS: Moody's Puts Low-B Ratings on Review for Downgrade
SEQUENOM INC: Incurs $12.7-Mil. Net Loss in 1st Quarter

SHAMROCK-SHAMROCK: Case Summary & 20 Largest Unsecured Creditors
SONRISA REALTY: Auction on May 19; Tanger to Bid for Mall Area
SOUTHLAKE AVIATION: No One Attended Sec. 341 Meeting
STATION CASINOS: Creditors Seek Delay of Green Valley Plan
SW OWNERSHIP: Judge Allows Lender to Proceed With Foreclosure

SYMPHONYIRI GROUP: Moody's Assigns 'B1' to First Lien Loans
T & T FOODS: Case Summary & 20 Largest Unsecured Creditors
TALON THERAPEUTICS: Files Form S-1 for Resale of 6.41MM Shares
THOMPSON PUBLISHING: TPH Seller Wins Approval of Liquidating Plan
TRIDIMENSION ENERGY: Wins Confirmation of Liquidating Plan

TRONOX INC: Court Trims Suit v. Anadarko and Kerr-McGee
TWIN CITY: Proposes to Sell Hospital to Franciscan Services
ULTIMATE ACQUISITION: J.B. Hunt Sues to Recoup Funds
US AIRWAYS: To Adopt Majority Vote in Uncontested Board Elections
US AIRWAYS: Blackrock Has 5.57% Equity Stake

US AIRWAYS: Vanguard Group Has 5.18% Equity Stake
US AIRWAYS: Wellington Has 0.20% Equity Stake
VALDIVIA PRODUCE: Voluntary Chapter 11 Case Summary
VISION INVESTMENT: Voluntary Chapter 11 Case Summary
VVP FUNDING: Voluntary Chapter 11 Case Summary

WARNER MUSIC: Fitch Downgrades Issuer Default Rating to 'B+'
WEST CORP: Files Form 10-Q; Posts $34.6M Income in March 31 Qtr.
WEST PENN: S&P Lowers Long-term Rating on $748MM Bonds to 'B+'
WESTERN SKIES: Case Summary & 8 Largest Unsecured Creditors
WOLF MOUNTAIN: $54.4MM Jury Verdict Prompts Bankruptcy

WOODLANDS CORNER: Case Summary & 6 Largest Unsecured Creditors
WRIGHT'S TEXACO: Case Summary & 13 Largest Unsecured Creditors

* Judicial Misconduct Complaints Must Be Under Oath

* BOOK REVIEW: THE HEROIC ENTERPRISE - Business and the Common
                                       Good by John Hood.

                            *********


ADVOCATE FINANCIAL: Trustee Seeks Approval of Maher Settlement
--------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana will convene a hearing on May 20,
2011, at 9:00 a.m., Central Time, to consider the motion to ratify
settlement of Thomas E. Maher's remaining indebtedness to Advocate
Financial, L.L.C.  Objections, if any, are due eight days prior to
the hearing date.

Louis M. Phillips, the Chapter 11 trustee for the bankruptcy
estate of the Debtor requests the entry of an order (i) approving
the compromise of the remaining Client Note indebtedness; and
(ii) authorizing the trustee to execute the Replacement Notes with
Mr. Maher and Vincent J. DeSalvo, Esq., on behalf of the estate.

On Dec. 16, 2010, the Court entered an order approving the
settlement of the State Court Suit.  As part of the settlement,
the estate will receive payment of $111,600 subject to Hancock
Bank's valid and enforceable security interest only.  The
Settlement Proceeds are currently held in trust by Walters
Papillion pending the resolution of Maher's remaining indebtedness
to the estate and the associated lawsuit pending in the U.S.
District Court for the Middle District of Louisiana.

On April 13, 2011, the trustee memorialized the terms of a payment
proposal to satisfy the remaining Client Note indebtedness in the
form of a letter agreement addressed to Darrell Papillion.

The proposed compromise includes, among other things:

   a. Upon bankruptcy court approval and execution of a formalized
      settlement agreement, the estate will dismiss without
      prejudice the U.S. District Court Suit.

   b. Contemporaneous with the execution of a formalized
      settlement agreement, Messrs. Maher and DeSalvo will execute
      two new promissory notes in the amount of $50,000 each.
      Interest will accrue at the fixed annual rate of 4.00%.

   c. The Replacement Notes will be due and payable in five years,
      with monthly payments based upon a 10-year amortization
      schedule or $506 per month.  At the end of the five year
      term, the remaining balance on the Replacement Notes or
      $27,993 will be immediately due and payable.

   d. The Replacement Notes will contain a buy-out provision
      allowing Messrs. Maher and DeSalvo to satisfy the balance of
      their respective note in full by making one lump sum cash
      payment (i) in the amount of 70% of the remaining note
      balance if payment is made within two years after execution
      of the note or (ii) in the amount of 80% of the remaining
      note balance if payment is made between two and three years
      after execution of the note.  The buy-out provision will be
      contingent upon monthly payments having been timely made by
      Messrs. Maher or DeSalvo.

   e. The Maher Replacement Note will be secured by a lien on his
      personal property located on Wellington Drive in Baton
      Rouge, Lousiana.
   f. The DeSalvo Replacement Note will be secured by the current
      liens granted by Mr. DeSalvo in his 2009 Security Agreement
      wherein he granted a continuing security interest to
      Advocate in all of Mr. DeSalvo's present and future rights,
      title and interest in and to any and all (i) attorney's
      fees, (ii) reimbursements of litigation costs and expenses
      advanced and incurred by Mr. DeSalvo on a client's behalf,
      and (iii) reimbursements of living expenses advanced or
      funded by Mr. DeSalvo to a client or on a client's behalf,
      and Income and Proceeds in connection with Mr. DeSalvo's
      legal representation of any and all past, present and future
      clients, whether now due or to become due, whether pursuant
      to any attorney-client contract or other agreement, any
      extension or amendment thereto, or pursuant to any law of
      privilege or otherwise, whether from a named party in the
      case or other person or entity on a named party's behalf,
      and whether in satisfaction of a full or partial judgment or
      full or partial settlement of a case.

The Chapter 11 trustee is represented by:

      Louis M. Phillips, Esq.
      Peter A. Kopfinger, Esq.
      Ryan J. Richmond, Esq.
      One American Place
      301 Main Street, Suite 1600
      Baton Rouge, LA 70801-1916
      Tel: (225) 381-9643
      Fax: (336) 336-9763
      Email: lphillips@gordonarata.com
             pkopfinger@gordonarata.com
             rrichmond@gordonarata.com

      Patrick 'Rick' M. Shelby, Esq.
      Place St. Charles
      201 St. Charles Avenue, 40th Floor
      New Orleans, LA 70170-4000
      Tel: (504) 582-1111
      Fax: (504) 582-1121
      Email: pshelby@gordonarata.com

                 About Advocate Financial, L.L.C.

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as Chapter 11
trustee in the reorganization case of Advocate Financial.


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

Bankruptcy Case No.: 11-19630

Chapter 11 Petition Date: May 9, 2011

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

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

Scheduled Assets: $544,630

Scheduled Debts: $1,500,000

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


ALLIED DEFENSE: Has $45.61MM Net Assets on Liquidation Basis
------------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $5.15 million on $0 of revenue for the three months
ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$49.05 million in total assets, $3.44 million in total liabilities
and $45.61 million in net assets in liquidation.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.

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

                        http://is.gd/qTwt6D

                   About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.  The period of time required to resolve these
matters is expected to take in excess of one year.


AMERICAN RESIDENTIAL: Moody's Puts Junk Rating on $50MM PIK Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 to the $50 million of
senior secured PIK notes of ARS Intermediate Holdings, LLC (ARS
Intermediate). ARS Intermediate is the indirect holding company
parent of American Residential Services L.L.C. (ARS). ARS's B3
Corporate Family Rating and B3 Probability of Default Rating were
affirmed and transferred to ARS Intermediate, the borrower under
the PIK notes. The rating outlook is stable.

The company used the proceeds from the $50 million note offering
and cash on hand to pay a dividend to shareholders and transaction
fees and expenses. The senior secured notes are secured by the
stock of ARS Intermediate's wholly-owned subsidiary but are not be
guaranteed by any subsidiaries of ARS Intermediate.

Moody's assigned these ratings (LGD assessments):

   ARS Intermediate Holdings, LLC -

   -- $50 million senior secured PIK notes due 2015, Caa2 (LGD 5,
      86%)

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

Moody's upgraded these ratings (LGD assessments revised):

   American Residential Services LLC:

   -- $165 million senior secured 12% notes due 2015, to B2 (LGD
      3, 43%) from B3 (LGD 4, 55%)

Moody's withdrew these ratings:

   American Residential Services LLC-

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

The Corporate Family Rating and the Probability of Default Rating
were withdrawn at the ARS level and assigned at the ARS
Intermediate level.

Rating Rationale

"ARS achieved solid revenue and profitability growth during 2010.
Although the proposed financing and dividend will increase Debt to
EBITDA by nearly a turn to 5.4 times, pro forma financial strength
metrics are in line with the B3 rating category," stated Lenny
Ajzenman, Senior Vice President.

The B3 Corporate Family Rating reflects the exposure of the
company's business lines to seasonal weather conditions, high
level of competition in local markets, potential margin pressure
from high fuel and commodity costs and risks related to the
company's acquisition strategy. The ratings are supported by solid
financial performance in 2010, the significant emergency service
component of the HVAC and plumbing business lines, moderate
geographic diversification and a track record of effectively
acquiring and integrating acquisitions.

The stable outlook reflects Moody's expectation of moderate growth
in revenues and EBITDA driven by slowly improving economic
conditions, the company's aggressive sales culture and
acquisitions.

The ratings could be upgraded if revenue and profitability grow or
debt is repaid such that Moody's comes to expect EBITDA less
capital expenditures to interest expense and free cash flow to
debt to be sustained at about 1.6 times and 5%, respectively. An
assessment by Moody's that a further re-levering of the capital
structure is likely could preclude an upgrade.

The ratings could be pressured by a material decline in revenues
and operating margin, a deterioration in liquidity or another
large debt financed dividend. If EBITDA less capital expenditures
to interest expense declines to under 1 times or free cash flow
turns negative, a downgrade is possible.

The principal methodology used in rating ARS Intermediate was the
Global Business & Consumer Service Industry Methodology, published
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

ARS, headquartered in Memphis, Tennessee, is one of the largest
providers of HVAC, plumbing, sewer, drain cleaning, and energy
efficiency services in the United States. The company serves both
residential and commercial customers through a network of 70
service center locations in 23 states. CI Capital Partners LLC
owns a majority of the equity interests in ARS. ARS reported
revenues of approximately $608 million for the year ended
Dec. 31, 2010.


AMERICAN RESIDENTIAL: S&P Affirms CCR at 'B'; Outlook is Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Memphis, Tenn.-based American Residential Services LLC
(ARS) at 'B'. The rating outlook is negative.

"At the same time, we affirmed our issue-level rating on the
company's $165 million senior secured second-lien notes due 2015
at 'B'. The recovery rating is '4', indicating our expectation of
average (30% to 50%) recovery for note holders in the event of a
payment default," S&P stated.

"In addition, we are assigning a 'CCC+' issue-level rating on the
company's issuance of $50 million of senior secured notes due
2015. The recovery rating is '6', indicating our expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default. The notes are being issued at holding company ARS
Intermediate Holdings LLC. We estimate ARS will have about
$224 million in debt outstanding following the notes issuance,"
S&P noted.

"The ratings reflect our view that ARS' very aggressive financial
policy provides inadequate protection should operating performance
deteriorate, even on a temporary basis," said Standard & Poor's
credit analyst Brian Milligan. "We estimate pro forma adjusted
leverage is high, at about 5.7x for the trailing 12 months ended
Dec. 31, 2010, compared with 4.6x before considering the notes
issuance. In our assessment, the very aggressive financial policy
overshadows the company's recent positive operating performance.
Cash flow protection measures could quickly diminish if the
company incurs operating difficulties given its heavy debt burden
and relatively small EBITDA base."

"Our rating outlook on ARS is negative, reflecting our assessment
that the pro forma capital structure does not provide adequate
downside protection if EBITDA growth decelerates or declines," S&P
noted.


AMWINS GROUP: S&P Raises Counterparty Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on AmWINS Group Inc. to 'B' from 'B-'. Standard & Poor's
also said that it raised its ratings on AmWINS' three first-lien
senior secured note issues to 'B' from 'B-' and its rating on the
second-lien senior subordinated note issue to 'CCC+' from 'CCC'.
"The recovery ratings on first-lien debt remain '3' (reflecting
our estimate of a 50%-70% recovery in the event of a default), and
the recovery rating on second-lien debt remains '6' (0%-10%
recovery)," S&P stated.

"The rating actions are in response to the material improvement
the company has demonstrated regarding its financial profile due
to continued favorable performance trends in 2010," said Standard
& Poor's credit analyst Julie Herman. AmWINS' EBITDA increased to
$78 million in 2010 from $54 million in 2009, primarily due to
acquisition-related earnings from its April 2010 acquisition of
Colemont Corp. and favorable core performance. AmWINS' margins
remained steady at 24%, and its overall net commission and fee
organic growth was positive at 1.4%.

As a result of greater earnings relative to debt, the company has
demonstrated significant deleveraging and an enhanced overall
credit profile over the past year. Though still rating weaknesses,
its debt-to-adjusted EBITDA and EBITDA fixed-charge coverage of
5.2x and 2.7x, for 2010 (4.5x and 3.1x, respectively, on a non-
GAAP basis when annualized for the Colemont acquisition) compares
favorably with 7.0x and 1.8x, for 2009. "While it is possible that
the company will releverage its balance sheet, particularly given
the upcoming debt maturities, we expect that the company will
sustain an improved credit profile -- leverage of 6x or less and
EBITDA coverage at 2x or greater--following any potential
refinancing activity," S&P noted.

The counterparty credit rating on AmWINS reflects the company's
limited financial flexibility, resulting from its highly leveraged
capital structure. The company also faces earnings volatility
because of its susceptibility to underwriting, pricing, and
economic cycles. Further, AmWINS faces integration and execution
risks in its growth-by-acquisition strategy. Offsetting these
negative factors is the company's enhanced competitive position
following the acquisitions of Colemont in April 2010, Beacon Risk
Strategies in May 2008, American Equity Underwriters Inc. in the
second quarter of 2007, and Stewart Smith Group in April 2005. In
addition to its niche expertise in the excess and surplus market,
the company differentiates itself from its peers through its
increasingly diverse revenue base in its specialty underwriting
and group benefits divisions.

"For 2011, we expect that the company will maintain favorable
performance, with overall organic growth in the positive low-
single digits, and sustain margins at above 20%," said Ms. Herman.
EBITDA should increase to more than $90 million due to continued
core earnings growth, annualized earnings from Colemont, and the
recent American Southwest Insurance Managers acquisition. "We also
expect that the company will generate healthy cash flows from
operations, maintain a minimum of $15 million of unrestricted cash
on its balance sheet, and remain fully compliant with its
restrictive covenants," said Ms. Herman. "Given the revolver and
term loans' maturities in 2012 and 2013, respectively, we believe
that a recapitalization is likely within the next 12 months to 18
months. The ratings incorporate our expectation that the company
will be able to refinance its credit facilities. And although it
is possible that leverage could increase following a refinancing,
the ratings also incorporate our expectation that the company's
performance relative to debt servicing will remain appropriate for
the rating levels. We expect that the debt-to-adjusted EBITDA will
be 6x or less and the EBITDA fixed-charge coverage will be more
than 2x," S&P related.

"If at any point during 2011 it appears that AmWINS is
underperforming relative to our performance, debt servicing, cash
flow, and covenant expectations, we will consider lowering the
ratings. The ratings will particularly come under pressure if the
underperformance results from financial management that is
more aggressive than expected, loss of market share to
competitors, or poor execution regarding management's acquisition
strategy. On the other hand, if the company significantly exceeds
our performance expectations, we will consider raising the
ratings," according to S&P.


APPLETON PAPERS: Incurs $5.19 Million Net Loss in April 3 Quarter
-----------------------------------------------------------------
Appleton Papers Inc. reported a net loss of $5.19 million on
$218.01 million of net sales for the three months ended April 3,
2011, compared with a net loss of $7.44 million on $210.01 million
of net sales for the three months ended April 4, 2010.

The Company's balance sheet at April 3, 2011, showed $674.53
million in total assets, $816.03 million in total liabilities and
a $141.49 million total deficit.

"Each of our business segments benefitted from our market
leadership positions.  Demand for our thermal and Encapsys
products continued to grow while we managed the expected decline
of the carbonless business," said Mark Richards, Appleton's
chairman, president and chief executive officer.

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

                      About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


AURASOUND INC: Kabani & Company Resigns as Accountants
------------------------------------------------------
Kabani & Company, Inc., on May 6, 2011, resigned as the certifying
accountant of Aurasound, Inc.  The Board of Directors of the
Company accepted the resignation of Kabani, effective as of such
date.

Kabani's audit reports on the Company's consolidated financial
statements as of and for each of the two fiscal years ended
June 30, 2010 and 2009 did not contain an adverse opinion or a
disclaimer of opinion, and, except for qualifications as to
uncertainty regarding the Company's ability to continue as a going
concern, were not qualified or modified as to uncertainty, audit
scope or accounting principles.

During the period from July 1, 2008, to May 9, 2011, there were no
disagreements between the Company and Kabani on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to Kabani's satisfaction, would have caused Kabani to make
reference to the subject matter of the disagreement in connection
with its report for such years.  In addition, during the period
identified above, there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

On May 6, 2011, the Board of Directors of the Company approved the
engagement of Hein and Associates LLP as the Company's new
certifying accountant.  During the period from July 1, 2008, to
May 9, 2011, neither the Company, nor anyone acting on its behalf,
consulted with Hein regarding (a) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, and neither a
written report was provided to the Company nor oral advice was
provided that Hein concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (b) any matter that was either
the subject of a disagreement.

                        About AuraSound, Inc.

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

The restated balance sheet at Dec. 31, 2010, showed $45.59 million
in total assets, $39.79 million in total liabilities and $5.80
million in total stockholders' equity.

                           Going Concern

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred a
net loss of $2.2 million, and had negative cash flow from
operating activities of $202,383.

As of Dec. 31, 2010, the Company has an accumulated deficit of
$36,937,503, negative working capital of $4,716,502 and has
reported significant losses over the past several years.  During
the six-month period ended Dec. 31, 2010 the Company recorded a
net income of $1,014,895 and had net cash provided by operating
activities of $627,713.  According to the Form 10-Q for the
quarter ended Dec. 31, 2010, "The move to profitability and
positive cash flow is a directly result of the execution of new
management's post acquisition business plan to cut costs on all
business lines, hold and spread overhead costs against a larger
revenue base and to continue to move toward sustained
profitability.  However, there can be no assurance that the
Company can sustain profitability or positive cash flows from
operations.  As such, if the Company is unable to generate
positive net income and unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether."


BAKERCORP: S&P Gives 'B' Corp. Credit Rating; Outlook is Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Seal Beach, Calif.-based BakerCorp. "We also
assigned our 'B' issue-level and '3' recovery ratings to BakerCorp
International Inc.'s proposed $45 million revolving credit
facility due 2016 and its $390 million term loan due 2018. At the
same time, we assigned our 'CCC+' issue level and '6' recovery
rating to the proposed offering of $240 million senior unsecured
notes due 2019. The outlook is stable," S&P stated.

"Our ratings on privately owned BakerCorp International Inc.,
and operating subsidiary BakerCorp, reflect its highly leveraged
financial risk profile, given the company's leveraged buyout and
its weak business risk profile," said Standard & Poor's credit
analyst John Sico. "BakerCorp and its subsidiaries operate in the
highly fragmented and competitive industrial tank rental market.
Offsetting the financial risk and competitive concerns somewhat is
BakerCorp's market positions. After the transaction, we expect the
company to have adequate liquidity. Although there is inherent
risk in the company being owned by an private equity sponsor, we
don't expect the company to make any large acquisitions or pay a
dividend that would further leverage its balance sheet in the
coming year."

The outlook is stable. "We expect ratings to remain at the current
level for the next year or two," Mr. Sico continued. "Financial
measures are highly leveraged and we expect them to range around
6x. We also expect the company's credit measures to gradually
improve to levels commensurate with a weak business risk profile
and a highly leveraged financial risk profile. We could
lower ratings if the company adopts a more-aggressive financial
policy (which may include larger-than-expected acquisitions or
sponsor-friendly activity). Although perhaps less likely in the
near term, we could raise ratings one notch if credit measures
exceed current metrics for a sustained period."


BEAZER HOMES: Files Form 10-Q; Posts $53.75MM Loss in March Qtr.
----------------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $53.75 million on $127.50 million of total revenue for
the three months ended March 31, 2011, compared with net income of
$5.29 million of $192.45 million of total revenue for the same
period during the prior year.  The Company also reported a net
loss of $102.56 million on $237.80 million of total revenue for
the six months ended March 31, 2011, compared with net income of
$53.29 million on $405.52 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.85 billion in total assets, $1.55 billion in total liabilities,
and $295.89 million in total stockholders' equity.

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

                        http://is.gd/8qg771

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BERNARD L MADOFF: UniCredit Says Suit Should Be in District Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that UniCredit SpA recently submitted papers in support of
its withdrawal-of-the-reference motion filed in February.  In the
motion, UniCredit wants the $58.8 billion lawsuit by the trustee
for Bernard L. Madoff Investment Securities Inc. transferred from
the bankruptcy court to U.S. District Court.

UniCredit, according to the report, says only a district judge
should decide whether the Racketeer Influenced & Corrupt
Organizations Act can apply to an alleged conspiracy taking place
almost entirely outside the U.S.  The Madoff trustee in his
complaint wants damages of damages of $19.6 billion trebled to
$58.8 billion if the trustee were to prove that the actions
qualify as a criminal enterprise under RICO.  Other defendants in
the suit include UniCredit subsidiary Bank Austria, Bank Medici AG
and Sonja Kohn, its founder.  The reference-withdrawal motion will
be decided by U.S. District Judge Jed S. Rakoff who ruled in April
that he, not a bankruptcy judge, should decide whether to dismiss
five counts in the Madoff trustee's $9 billion suit against HSBC
Holdings Plc.

Mr. Rochelle notes that U.S. District Judge Colleen McMahon ruled
on May 4 that the trustee's $6.4 billion lawsuit against JPMorgan
Chase & Co. belongs in district court.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BIOCORAL INC: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Biocoral, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Form 10-Q for the
period ended March 31, 2011.  No reason was stated for the delay.

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.

As reported by the TCR on April 11, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
Biocoral's ability to continue as a going concern.  Mr. Studer
noted that the Company had net losses of approximately $703,300
and $452,600 in 2010 and 2009, respectively.  "The Company had a
working capital deficiency of approximately $2,125,700 and
$1,585,300, at Dec. 31, 2010, and 2009, respectively.  The Company
also had a stockholders' deficit of approximately $4,734,700 and
$4,040,800 at Dec. 31, 2010, and 2009, respectively."

The Company reported a net loss of $703,272 on $307,655 of sales
for 2010, compared with a net loss of $452,592 on $425,055 of
sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.5 million
in total assets, $6.2 million in total liabilities, and a
stockholders' deficit of $4.7 million.


BIOLASE TECHNOLOGY: Incurs $750,000 Net Loss in First Quarter
-------------------------------------------------------------
BIOLASE Technology, Inc., reported a net loss of $750,000 on
$10.56 million of net revenue for the three months ended March 31,
2011, compared with a net loss of $5.30 million on $4.39 million
of net revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $20.30
million in total assets, $15.97 million in total liabilities and
$4.33 million in total stockholders' equity.

Pignatelli continued, "Operationally, we saw excellent performance
in the period, even in an environment where our purchasing,
inventory build activity, manufacturing, and testing rose to much
higher levels in the face of strong product demand across our
platforms.  I am proud of the team effort coordinated by our
leadership in sales, operations, and finance.  We are working hard
to carry this organic growth momentum into the second quarter, and
beyond, and look forward to adding additional products within the
next two quarters to support our growth.  It is a challenging and
very exciting time to be part of BIOLASE."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/fJl3ZN

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

BDO USA, LLP raised substantial doubt about the Company's ability
to continue as a going concern.  The accounting firm noted that
the Company has suffered recurring losses from operations, has had
declining revenues and has a working capital deficit at Dec. 31,
2010.


BRADLEY GROUP: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Bradley Group II, LLC
        3650 N. Rancho Drive, #104
        Las Vegas, NV 89130-3151

Bankruptcy Case No.: 11-17352

Chapter 11 Petition Date: May 11, 2011

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

Judge: Bruce T. Beesley

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.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 six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-17352.pdf

The petition was signed by Bradley F. Burns, manager of manager.


BREWERY PROPERTIES: Ipswich Developer in Chapter 11
---------------------------------------------------
Eric Convey at the Boston Business Journal reported on the Chapter
11 filing of Brewery Properties Group LLC, the developer of a
significant parcel in Ipswich, Massachusetts.  A recent filing
with the secretary of state's office indicates the company's
purpose is to develop 2 Soffron Lane in Ipswich.  The petition
also indicates there is some disagreement -- including what
appears to be a dispute around rent -- with Mercury Brewing &
Distribution Co. of Ipswich.  The Debtor and Mercury Brewing are
involved in litigation.

Based in Boxford, Massachusetts, Brewery Properties Group LLC
filed for Chapter 11 bankruptcy protection on May 3, 201, (Bankr.
D. Mass. Case No. 11-14208).  Judge Joan N. Feeney presides over
the case.  Michael J. Goldberg, Esq., at Casner & Edwards, LLP,
represents the Debtor.  The Debtor disclosed $2,166,583 in assets,
and $3,439,367 in debts.

A case summary for Brewery Properties is in the May 6, 2011
edition of the Troubled Company Reporter.


BUTTERMILK TOWN: Taps Mid-America Real Estate as Broker
-------------------------------------------------------
Buttermilk Town Center LLC asks the U.S. Bankruptcy Court for the
Eastern District of Kentucky for permission to employ Mid-America
Real Estate Corporation as broker.

According to the Debtor, following extensive negotiations with
Bank of America, N.A., and in the exercise of its business
judgment, the Debtor believes that a sale of substantially all of
its assets will serve the estate's best interests.  The Debtor
will seek this Court's approval of a sale process designed to
maximize the Property's sale price.  To promote a competitive
bidding process and consistent with the Debtor's obligations under
the Agreed Order Granting Debtor's Fourth Motion for Use of Cash
Collateral dated April 11, 2011, the Debtor must actively market
the Property by engaging a broker in consultation with BOA.

The firm will receive a commission based on the schedule set forth
in the exclusive agreement, not to exceed 1.5% of the total sale
price.  The Debtor will also reimburse the firm's out-of-pocket
marketing and travel expenses, not to exceed $5,000.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                 About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CAESARS ENTERTAINMENT: Incurs $144.80MM Net Loss in First Quarter
-----------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of $144.80
million on $2.17 billion of net revenues for the quarter ended
March 31, 2011, compared with a net loss of $193.60 million on
$2.18 billion of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $28.40
billion in total assets, $26.84 billion in total liabilities and
$1.56 billion in total stockholders' equity.

"We achieved significant progress in operating efficiencies, guest
service and development activities in the first quarter," said
Gary Loveman, Caesars Entertainment chairman, president and chief
operating officer.  "Our efforts to reduce expenses led to margin
improvements in certain Midwestern properties," he added.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/7fYYw8

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAESARS LINQ: S&P Puts 'B-' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to two indirect wholly owned subsidiaries of Las
Vegas-based Caesars Entertainment Corp., Caesars Linq LLC and
Caesars Octavius LLC. The rating outlook is stable.

"At the same time, we assigned the borrowers' $450 million senior
secured term loan due 2017 our 'B' issue-level rating (one notch
higher than the 'B-' corporate credit rating) with a recovery
rating of '2', indicating our expectation for substantial (70%-
90%) recovery for lenders in the event of a payment default.
Caesars Linq LLC and Caesars Octavius LLC are co-borrowers
under the term loan, which will not be guaranteed by direct
parent Caesars Entertainment Operating Co. Inc. (CEOC) or the
ultimate parent, Caesars Entertainment Corp. (CEC). (For the
recovery analysis," S&P stated.

The company intends to use the proceeds from the term loan, along
with an equity contribution by Caesars Entertainment Corp. and
expected cash flows from the projects:

    * To fund completion of the Octavius Tower at Caesars' Palace
      Las Vegas;

    * To fund the design and development of a retail, dining, and
      entertainment corridor between the Imperial Palace Hotel and
      Casino and the Flamingo Las Vegas on the Las Vegas Strip;
      and

    * For financing costs, including a 15-month interest reserve.

"The 'B-' corporate credit rating on Caesars Linq LLC and Caesars
Octavius LLC ("the Subsidiary Borrowers") reflects the aggressive
financial policy and weak credit profile of parent CEC," said
Standard & Poor's credit analyst Ben Bubeck. "It is our conclusion
that, despite the fact that the Subsidiary Borrowers are
structured as unrestricted subsidiaries of CEC, their credit
quality is linked to the credit quality of CEC. We are concerned
that a bankruptcy at CEC could cause a bankruptcy at the
Subsidiary Borrowers if management determined it to be in its best
interest to include the Subsidiary Borrowers in a broader
bankruptcy proceeding."

Beyond the structural linkage related to CEC's controlling
position, the Subsidiary Borrowers will also rely on approximately
$50 million of fixed lease payments from the direct parent CEOC.
These lease payments will begin to ramp up following the opening
of the Octavius Tower in late 2011/early 2012 and will comprise
the majority of cash flows available to service debt each
year under our performance expectations.

"While these lease payments offer steady cash flow streams
sufficient to meet debt service needs, given CEC's weak credit
profile (including operating lease-adjusted debt to EBITDA of
about 12x and EBITDA coverage of interest of just 0.9x as of
Dec. 31, 2010)," added Mr. Bubeck, "we believe this level of
fixed-lease payment could challenge CEOC's ability to meet its
own debt obligations absent improved performance."


CARIBBEAN PETROLEUM: Judge Approves Chapter 11 Plan
---------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a bankruptcy judge
in Delaware signed off on Caribbean Petroleum Corp.'s Chapter 11
plan Monday, resolving a complex set of environmental and creditor
disputes arising from a catastrophic 2009 fuel depot explosion
that crippled the company's operations.

As reported in the Troubled Company Reporter on April 1, 2011,
under the liquidation plan, FirstBank, owed $12.2 million, will
recover 94% of its allowed claim, and Banco Popular De Puerto
Rico, owed $146.8 million, will get 19%.1 of its allowed claim.
Holders of unsecured claims, owed between $150 million and
$3.7 billion, will recover between 19.3% and 0.78%.

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

                    About Caribbean Petroleum

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

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

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

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

This is Caribbean Petroleum's second stint in Chapter 11.


CARIBE MEDIA: Meeting of Creditors Scheduled for June 10
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Caribe Media Inc., et al.'s Chapter 11 case on June 10, 2011,
at 9:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, 2nd Floor, Room 2112, Wilmington,
Delaware.

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

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

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and $100%
of Caribe Servicios de Informacion Dominicana, S.A., the sole
directory publisher in the Dominican Republic with the exclusive
right to publish under the brand of Codetel, the largest telecom
operator in the Dominican Republic.  Caribe Media is wholly owned
by CII Acquisition Holding Inc.  They are affiliates of Local
Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.


CATHOLIC CHURCH: Pachulski Stang Clarifies Hourly Rates
-------------------------------------------------------
Pachulski Stang Ziehl & Jones LLP, counsel for the Official
Committee of Unsecured Creditors in the bankruptcy case of the
Archdiocese of Milwaukee, tells the United States Bankruptcy Court
for the Eastern District of Wisconsin that the firm has just
noticed a potential discrepancy between the approved application
and the affidavit of Gillian N. Brown, Esq., in support of the
Application.

By its notice, Pachulski Stang seeks to clarify that point, says
Gillian N. Brown, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California.  She notes that the Application provides
that the current standard hourly rates of James I. Stang, Esq.,
and Kenneth H. Brown, Esq., are $650, which is incorrect because
Mr. Stang's standard hourly rate as of January 1, 2011, is $895,
while Mr. Brown's rate is $750.

The Brown Affidavit correctly notes that, "The hourly rates set
forth above [referencing the $650.00 hourly rate set forth for
James I. Stang and Kenneth H. Brown] are lower than the Firm's
standard hourly rates for work of this nature for those lawyers
whose regular hourly rates exceed $650," Ms. Brown relates.

In its first interim quarterly fee application, Pachulski Stang
made clear the difference between its current standard hourly
billing rates for Messrs. Stang and Brown, and the amounts it has
billed in this bankruptcy case, Ms. Brown explains.  She notes
that no objections were filed to the Fee Application.

Pachulski Stang filed the Notice to make clear that it voluntarily
reduced Mr. Stang's and Mr. Brown's current standard hourly rates
in this case, and that those rates exceed the $650 per hour that
they are charging in this case, Ms. Brown asserts.  She contends
that as Pachulski Stang stated in the Fee Application, it does not
waive any rights to seek compensation at a later time for the
current standard hourly rate that it charges in cases other than
this bankruptcy case.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: CMRS Wins Final Judgement vs. Settlement Trustee
-----------------------------------------------------------------
Judge Ralph R. Beistline of the U.S. District Court for the
District of Alaska entered on May 2, 2011, a final judgment in
favor of The Catholic Mutual Relief Society of America and against
Robert L. Berger, settlement trustee under the Catholic Bishop of
Northern Alaska's Third Amended and Restated Joint Plan of
Reorganization.

The Final Judgment is in accordance with the Court's order
regarding summary judgments filed on July 30, 2010, and the order
regarding motion for summary judgment and motion to compel
arbitration filed on March 3, 2011.

To recall, Catholic Mutual previously asked the Court to enter a
final judgment in the adversary proceeding.  The Court
subsequently directed parties to file a status report.  In
response, Catholic Mutual filed a report and said that there are
no issues requiring trial that remain in the proceeding.

All of Mr. Berger's claims against Catholic Mutual, based upon
acts of sexual abuse that are alleged to have occurred (i) before
July 1, 1990, are dismissed, with prejudice, in their entirety,
and (ii) on or after July 1, 1990, are dismissed without prejudice
to the rights and obligations of the parties to pursue and enforce
the arbitration procedures provided in the coverage certificate
issued by Catholic Mutual for the period from July 1, 2008,
through July 1, 2009, or to confirm any award obtained pursuant to
those procedures.

Judge Beistline ruled that the amount of award for Catholic Mutual
is subject to further motion practice if appropriate.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The Bankruptcy Court entered its order confirming the "Debtor's
and the Official Committee of Unsecured Creditors' Third Amended
and Restated Joint Plan of Reorganization for the Catholic Bishop
of Northern Alaska" on February 17, 2010.  The effective date of
the Plan occurred on March 19, 2010.

In November 2010, Judge Donald MacDonald IV entered a final decree
and order closing the Chapter 11 case of the Catholic Bishop of
Northern Alaska.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Oregon Judge Orders Documents from Vatican
-----------------------------------------------------------
Judge Michael W. Mosman of the United States District Court for
the District of Oregon ordered the Vatican to produce documents
involving a deceased priest accused of sexually assaulting a boy
in the 1960s, the Milwaukee Journal Sentinel reports.

The first-of-its-kind ruling could set a precedent for a similar
case in Milwaukee, Annysa Johnson reporting for the Journal
Sentinel says.

Judge Mosman maintained that the documents were needed to
determine whether Father Andrew Ronan was an employee of the
Vatican at the time of the abuse -- a key question in deciding
whether the court has jurisdiction to hear the case on its merits,
the report says.

"The plaintiff has proffered evidence that tends to show the Holy
See knew of Ronan's propensities and that, in some cases . . .
exercised direct control over . . . priests accused of similar
sexual misconduct," Judge Mosman is quoted by Journal Sentinel as
saying.

Whether Judge Mosman can compel the Vatican to produce the records
was not clear as of April 25, 2011, according to Journal Sentinel.
However, counsel for the unnamed victim, identified in court
records as John V. Doe, called the ruling groundbreaking and said
it addresses the same issues raised in the Milwaukee case
involving the late Father Lawrence Murphy, a serial pedophile
believed to have molested hundreds of deaf boys over decades.

"It's huge. That's the very claim we're making in Milwaukee, and
it's a door that's never been opened before," said Jeff Anderson,
Esq., at Jeff Anderson & Associates, in St. Paul, Minnesota.  He
represents a number of abuse claimants in the bankruptcy case of
the Archdiocese of Milwaukee.

Jeffrey Lena, Esq., a Vatican attorney, told The Associated Press
that the implications of the decision are not yet known.  "As a
factual matter, Ronan was not a Holy See employee, and the Holy
See was not aware of Ronan's misconduct until after Ronan had
abused the plaintiff," he said in a statement.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTURION PROPERTIES: Taps Gibbons & Riely as Appraiser
-------------------------------------------------------
Centurion Properties III LLC asks the U.S. Bankruptcy Court for
the Eastern District of Washington for permission to employ
Gibbons & Riely PLLC as appraiser to assist the Debtor in setting
the market value of the Debtor's property.

The firm will bill $285 per hour for this engagement.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CENTURY ALUMINUM: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service upgraded Century Aluminum Company's
Corporate Family Rating and Probability of Default Rating to B3
from Caa3, Senior Unsecured Notes due 2014 to Caa1 from Ca, and
Senior Convertible Notes due 2024 to Caa1 from Ca. The rating
outlook is stable.

Ratings Rationale

The positive rating actions reflect an improved liquidity position
aided by strong cash balances, improved operational flexibility
and financial performance, expectations for strong operating
performance and cash flow generation at the Grundartangi smelter
in Iceland, and expectations for better than breakeven results
from Hawesville, KY and Mt. Holly, SC operations at aluminum
prices that are expected to be range-bound (but above $1/lb) over
the next 12-18 months. The rating actions also consider Century's
demonstrated willingness and ability to affect significant
operational restructuring in response to the economic downturn.
The company announced on April 21, 2011 that it intends to call
its remaining convertible notes on May 19, 2011. The ratings on
the convertible notes will be withdrawn upon completion of
redemption.

The B3 CFR is constrained by high operating costs at Century's
two operating domestic smelters in Kentucky and South Carolina,
ongoing costs associated with its idled high-cost smelter in
West Virginia, exposure to highly cyclical end markets, and
Moody's opinion that aluminum prices are partly buoyed currently
by large inventory tied up in financing transactions. Underlying
fundamentals of the aluminum industry could get more favorable
for Century over the intermediate term if the surplus reduces and
supply side pressure increases due to implementation of China's
energy efficiency plans. The CFR incorporates Moody's view that
much of the company's enterprise value is comprised of a single
asset in a non-guarantor subsidiary in Iceland and structural
subordination risk to the rated debt associated with the company's
ability to put on debt to finance expansion projects in non-
guarantor subsidiaries. However, the ratings favorably consider
strong credit metrics, a good liquidity position, and the low-cost
position of the Grundartangi smelter that, in Moody's opinion,
would enable the asset to generate positive cash flow even in a
scenario of substantially weaker aluminum prices.

Moody's expects Century to maintain good liquidity to support
its operations over the near-term. Primary liquidity is provided
by $293.5 million of unrestricted cash at 3/31/2011 and expected
cash flow generation over the near-term. Moody's expects the
company will generate sufficient operating cash flow to finance
maintenance capital spending and expansionary spending for the
Helguvik project in Iceland. Moody's believes the company will use
some of its cash balance to fund the repayment of its convertible
notes in May. In addition, secondary liquidity is provided by a
$100 million asset-based revolving credit facility due 2014. The
company did not have any cash advances against the revolver, but
$38 million in letters of credit and $12 million in borrowing base
restrictions limited availability to $50 million at 12/31/2010.
Moody's does not expect Century to utilize the facility over the
near-term.

The stable rating outlook incorporates Moody's expectation that
Century will continue to benefit over the near-term from favorable
aluminum pricing and maintain good liquidity to withstand
deterioration in smelting economics of moderate length. Moody's
could upgrade the CFR if Century is expected to generate strong
cash flow over a sustained period and/or if the company makes
substantive progress towards completing its new greenfield smelter
project in Iceland. Conversely, Moody's could downgrade the CFR
with a significant erosion of the company's liquidity position or
expectations for a protracted period of less favorable operating
conditions.

Ratings Upgraded:

   -- Corporate Family Rating to B3 from Caa3

   -- Probability of Default Rating to B3 from Caa3

   -- Senior Unsecured notes due 2014 to Caa1 (LGD5, 77%) from Ca
      (LGD6, 91%)

   -- Senior Convertible notes due 2024 to Caa1 (LGD5, 77%) from
      Ca (LGD6, 91%)

The principal methodology used in rating Century Aluminum Company
was the Global Steel Industry Methodology, published January 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Monterey, California, Century is a large primary
aluminum producer in North America and Iceland with ownership
interests in four aluminum production facilities. Century had
revenues of approximately $1.2 billion in 2010.


CHATSWORTH INDUSTRIAL: Plan Hearing Continued Until Aug. 26
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until Aug. 26, 2011, at 9:00 a.m., the hearing to
consider the confirmation of Chatsworth Industrial Park, LP's
Amended Chapter 11 Plan.

As reported in the Troubled Company Reporter on Feb. 28, the Hon.
Maureen A. Tighe of has approved the disclosure statement
describing the Second Amended Chapter 11 plan.  A copy of the
disclosure statement is available for free at
http://bankrupt.com/misc/Chatsworth_AmendedDS.pdf

Under the Second Amended Plan, the Debtor will need to pay $51,950
of administrative claims on the effective date of the Plan.

As to the secured claim of CSFB 2003-C4 Nordhoff Limited
Partnership/Keybank, the note issued by the creditor will be
modified so that all arrears to be rolled into the existing loan
and reamortized over a hypothetical 30 years from the Effective
Date at the existing contract rate of interest of 6.3%, with
principal and interest payments estimated to be in the amount of
$48,302.55 per month from the Effective Date forward.

Holders of general unsecured claims, aggregating $85,062, will be
paid in installments of %1,431 per month for 60 months.

Holders of equity interests will retain their interests.

Interest holders are unimpaired under the Plan.  The secured
creditor and the general unsecured creditors are impaired.

Sharon Lynne Boyar, president & sole shareholder of Boyar
Management Corp., the Debtor's 99% general partner, will continue
to manage the Debtor's affairs post-confirmation.

The Debtor is continuing to pursue a potential refinance of the
property, and is continuing to explore methods by which a sale
might be feasible, like a tax-deferred exchange, so as to more
quickly pay off CSFB/Keybank and all other creditors of the
estate.

                     About Chatsworth Industrial

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


CHRISTIAN BROTHERS': Section 341(a) Meeting Scheduled for May 25
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of The
Christian Brothers' Institute's creditors on May 25, 2011,
at 1:00 p.m.  The meeting will be held at the United States
Bankruptcy Court four the Southern District of New York, 300
Quarropas Street, Room 243A, White Plains, New York.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in New Rochelle, New York, The Christian Brothers'
Institute filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22820) on April 28, 2011.  Scott S.
Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $50 million to $100 million and debts at $1 million to
$10 million.


CHRYSLER LLC: E.D. Mich. Ct. Rules in Suit v. Car Dealers
---------------------------------------------------------
In the lawsuits, Chrysler Group LLC, Plaintiff, v. South Holland
Dodge, Inc., et al., Defendants; Consolidated with Livonia
Chrysler Jeep, Inc., a Michigan for profit corporation, Plaintiff,
v. Chrysler Group, LLC, et al., Defendants; Consolidated with
Chrysler Group LLC, Plaintiff, v. Sowell Automotive, Inc., et al.,
Defendants, Case Nos. 10-12984, 10-13290, 10-13908 (E.D. Mich.),
District Judge Sean F. Cox held that: 1) that it may exercise
personal jurisdiction over the defendant car dealers; 2) that
venue is proper in this district; 3) that Chrysler Group LLC has
standing and that the issues are ripe for a determination by the
Court; and 4) that defendant Sowell was properly served.  In
addition, the Court concludes that defendants Boucher and Braeger
have shown that three existing non-party dealers are necessary
parties to the action and that Chrysler must therefore add them as
parties within 14 days or dismiss Boucher and Braeger from the
action.

A copy of the District Court's May 10, 2011 Opinion and Order is
available at http://is.gd/OGIVzHfrom Leagle.com.

                           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.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

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.

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.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


CITADEL BROADCASTING: Inks $14 Mil. Ch. 11 Settlement With Disney
-----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the Walt Disney Co.
will get cash and free advertising from Citadel Broadcasting Corp.
as part of a $14 million settlement reached in New York on Tuesday
over intellectual property tied to the reorganized Citadel's 2006
purchase of ABC stations.

Law360 relates that Judge Burton R. Lifland's order, which sorts
out Disney's claims in the Chapter 11 case, eliminates one hurdle
for Cumulus Media Inc., the Atlanta-based broadcaster trying to
buy Las Vegas-based Citadel Broadcasting for $2.4 billion.

                           About Citadel

Citadel Broadcasting Corporation --
http:///www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
59 AM stations in the nation's leading markets, in addition to
owning and operating the Citadel Media business, which is among
the largest radio networks in the U.S.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Second Modified Joint Plan of Reorganization.  On June 3,
2010, the Debtors consummated their reorganization and the Plan
became effective.

                           *     *     *

As reported by the Troubled Company Reporter on Moody's Investors
Service said that Citadel Broadcasting Corporation's (Ba2
Corporate family rating) announcement that it has entered into a
definitive merger agreement with Cumulus Media Inc. (Caa1
Corporate Family rating -- on review for upgrade) under which
Cumulus will acquire Citadel in a cash and stock transaction
valued at about $2.4 billion, creating the second largest radio
broadcaster in the US after Clear Channel Communications (Caa2
Corporate Family rating), will not cause a downgrade of Citadel's
debt.  "If not for the change of control protection (typical for
bank debt but sometimes absent from bond indentures), Citadel's
debt would be placed on review and likely face a downgrade of its
credit ratings given the weaker credit profile of Cumulus", stated
Neil Begley, a Moody's Senior Vice President.  "However, as the
acquisition will trigger a put back of Citadel's debt, Cumulus is
expected to arrange refinancing to repay Citadel's debt at the
close of the transaction", added Begley.  As a result, Moody's
will maintain the current ratings and stable outlook for Citadel's
debt until they are repaid at the close at which time the ratings
will be withdrawn.  The transaction is expected to close by year
end 2011.

The last rating was on November 26, 2010, when Moody's assigned
the company's first-lien bank facility a Baa3 senior secured
rating and a Ba3 to its proposed new senior unsecured notes.


CLEARWIRE CORP: Files Schedule TO for RSU Exchange Program
----------------------------------------------------------
Clearwire Corporation, On May 9, 2011, filed a Tender Offer
Statement on Schedule TO to launch its voluntary Option for RSU
Exchange Program, previously announced in February.  The Schedule
TO relates to an offer by the Company to certain employees,
subject to specified conditions, to exchange some or all of their
outstanding options to purchase shares of the Company's Class A
common stock, par value $0.0001 per share for a lesser number of
restricted stock units.  A stock option will be eligible for
exchange if it has an exercise price per share greater than $7.00
under either the Company's 2003 Stock Option Plan, the Company's
2007 Stock Compensation Plan or the Company's 2008 Stock
Compensation Plan.  Employees surrendering eligible options will
receive in exchange restricted stock units to be granted under the
2008 Plan.

The Company is making the offer to all U.S. employees who hold
eligible options and, as of the date the offer commences, are
actively employed by the Company or one of its subsidiaries.  To
remain eligible to surrender eligible options for exchange and
receive RSUs, the eligible employees must be employed by the
Company or one of its subsidiaries on the date the Exchange Offer
commences and remain employed through the date the Exchange Offer
expires. The eligible employees must also be eligible to
participate in the 2008 Plan.

The actual number of shares of common stock subject to the options
to be exchanged in the Exchange Offer will depend on the number of
shares of common stock subject to eligible options surrendered by
eligible employees and accepted for exchange.

A full-text copy of the Schedule TO is available for free at:

                        http://is.gd/3RIFTC

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at March 31, 2011 showed
$10.28 billion in total assets, $5.23 billion in total
liabilities, and $5.05 billion in total stockholders' equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

The audit reports of Deloitte & Touche LLP, in Seattle,
Washington, on the Company's financial statements for 2009 and
2010 did not include a going concern qualification.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLOVERLEAF ENTERPRISES: Penn Applies for Rosecroft License
----------------------------------------------------------
Penn National Gaming, Inc. has submitted an application to the
Maryland Racing Commission for a license to operate Rosecroft
Raceway in Oxon Hill, Maryland, which the Company acquired in
March.  Subject to regulatory approval, Penn National plans to
resume operations at Rosecroft Raceway on July 1, 2011 with a
slate of 20 days of live racing in 2011 followed by 54 days of
live racing in 2012.  The application to the Racing Commission
includes the principle terms of a purse agreement between the
operator and both the standardbred horsemen and the breeders.

Penn National's application also calls for year round simulcasting
of standardbred and quarter horse races.  The expansion to full
simulcast operations that includes thoroughbred simulcasting and
the increased staffing arising from those larger operation is
contingent on the standardbred and thoroughbred industry
participants reaching an agreement on terms.

In the spirit of cooperation, Penn National presented a proposal
to the thoroughbred industry participants to resolve the dispute
in early March, but has never received a response.  The proposal
included a 50-50 split of all net simulcasting revenue (subject to
a cap of $2 million per year) produced at Rosecroft on any
thoroughbred simulcast racing imported from out of state to
Rosecroft, excluding any Penn National owned racetracks.  The
recently approved House Bill 1039 provides for binding arbitration
if the dispute between the parties is not resolved by October 1,
2011.

Penn National Gaming Senior Vice President, Eric Schippers,
commented, "By restoring and ultimately expanding operations at
Rosecroft, Penn National can play a major role in saving the
standardbred industry and returning live harness racing to this
historic track.

"Rosecroft is a community asset and we look forward to working
with all area stakeholders to develop a long-term plan that will
allow Rosecroft to thrive and prosper once again.  There is a rich
history of standardbred racing in Maryland and given our position
as the largest operator of pari-mutuel facilities in the country
we look forward to rebuilding Rosecroft's role in the state's
racing industry and nationwide through simulcasting."

Rosecroft Raceway, located approximately 13 miles south of
Washington, D.C., is situated on approximately 125 acres just
outside the Washington I-95 Beltway in Prince George's County. In
addition, the facility is less than 5 miles from National Harbor,
a 300-acre multi-use waterfront development on the Potomac River
that includes condos, hotels, retail facilities and a marina,
among other amenities.  The 5/8-mile oval track with a seven race
paddock, opened in 1947 and closed in July 2010 following the end
of live racing in 2009.  The track was in bankruptcy prior to Penn
National's acquisition.  The Rosecroft facility features a 53,000
square foot grandstand building and 96,000 square foot three story
clubhouse building with dining facilities.

Penn National Gaming, Inc. is licensed to conduct racing and/or
gaming in 19 states including Maryland and is host to an industry
high 1,300 live racing events annually.

                   About Cloverleaf Enterprises

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.

In April 2010, Judge Paul Mannes denied a motion to sell the
assets, saying the sale "primarily benefits" the track's sole
shareholder.  The Company's operations were halted in June 2010.

In November 2010, the U.S. Trustee named James J. Murphy to serve
as Cloverleaf's Chapter 11 trustee.


CORDIA COMMUNICATIONS: Meeting of Creditors Scheduled for June 14
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Cordia Communications Corp.'s Chapter 11 case on June 6, 2011,
at 1:00 p.m.  The meeting will be held at the 6th Floor, Suite
600, 135 West Central Boulevard, Orlando, Florida.

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

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

                    About Cordia Communications

Winter Garden, Florida-based Cordia Communications Corp., filed
for Chapter 11 protection (Bank. M.D. Fla. Lead Case No. 11-06493)
on May 1, 2011.

The case is jointly administered with its affiliates that
simultaneously sought Chapter 11 protection.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP
represents the Debtors in their restructuring efforts.  The
Debtors Restructuring Officer is Joseph J. Luzinski.

The Lead Debtor estimated assets and debts at $10 million to
$50 million.

Trustee Services, Inc. serves as the Debtors' notice, claims and
balloting agent.


CORDIA COMMUNICATIONS: Taps DSI To Provide Restructuring Services
-----------------------------------------------------------------
Cordia Communications Corp., et al., ask for authorization from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.

DSI will:

     (a) represent the Debtors in the role of CRO in meetings,
         court proceedings, or as otherwise required by the
         Debtors in the course of their operations, restructuring
         or sale of assets, including making recommendations and
         decisions regarding the valuation, marketing and sale or
         other disposition of the Debtors' assets;

     (b) advise and assist the Debtors in the development of, and
         participate in, communications with the Debtors'
         shareholders, professionals and advisors, creditors and
         creditor's committees, regulatory agencies and other
         stakeholders or parties in interest to the Debtors'
         operations and restructuring efforts;

     (c) assist the Debtors in analyzing, negotiating and
         executing selected business transactions, including
         matters as the restructuring or sale of assets of the
         Debtors and other business transactions determined to be
         in the best interests of the Debtors to maximize value to
         creditors; and

     (d) perform other tasks as may be agreed to by DSI and the
         Board of Directors of the Debtors.

The hourly rates of the firm's personnel are:

         Joseph J. Luzinski                   $525
         Yale S. Bogen                        $395
         Daniel J. Stermer                    $395
         William G. King                      $385

The hourly rate ranges for other DSI consultants are:

         Senior Consultants                 $425-$625
         Consultants                        $260-$430
         Junior Consultants                 $125-$255

Joseph J. Luzinski, Senior Vice President with DSI, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The Court has set a hearing for May 18, 2011, at 3:00 p.m. on the
Debtor's application to employ Joseph J. Luzinski as chief
restructuring officer.

                    About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.

CCC currently holds licenses to operate in 28 states throughout
the contiguous United States, and CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp. filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-
06493) on May 1, 2011.  The Debtor estimated its assets and debts
at $10 million to $50 million.

Affiliates Cordia Communications Corp. of Virginia (Bankr. M.D.
Fla. Case No. 11-06494), et al. simultaneously sought Chapter 11
protection.

The cases are jointly administered, with Cordia Communications
Corp. as lead case.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.


COSTA DORADA: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Costa Dorada Apartments Corp.
        dba Villas De Costa Dorada
        Calle Emilio Gonzalez 900
        Isabela, PR 00662

Bankruptcy Case No.: 11-03960

Chapter 11 Petition Date: May 10, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO.
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

The petition was signed by Carlos R. Fernandez Rodriguez,
president.

Debtor's List of four Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Costa Dorado Beach       Related company        $2,758,811
Resort                   advances
Calle Emilio Gonzalez
#900, Isabela, PR 0062

Parador Vista Mar Corp.  Related company        $498,910
Calle Emilio Gonzalez    advances
#900, Isabela, PR 00662

Cooperativa A/C San      Commercial loan        $157,682
Rafael
PO Box 960
Quebradillas, PR 00678

Banco Popular de PR      Credit line            $99,034


CUI GLOBAL: Incurs $93,523 Net Loss in First Quarter
----------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
allocable to common stockholders of $93,523 on $10.04 million of
net revenue for the three months ended March 31, 2011, compared
with a net loss allocable to common stockholders of $1.17 million
on $7.66 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$34.06 million in total assets, $21.93 million in total
liabilities, $171,778 in noncontrolling interest and $12.30
million in total stockholders' equity.

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

                       http://is.gd/9xRvJe

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.


DAILY PRODUCTION: Looking for Investors, Asks More Time for Plan
----------------------------------------------------------------
Daily Production Systems-Georgia LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Georgia to
extend their exclusive periods to file a Chapter 11 pan of
reorganization until Sept. 5, 2011, and solicit acceptances of
that plan until Nov. 4, 2011.

The Debtors' current deadline to file a plan and solicit plan
votes is June 7, 2011, and Aug. 3, 2011, respectively.

The Debtors tell the Court that they need more and sufficient time
to allow Morgan Joseph TriArtisan LLC, as financial advisor and
investment banker of the Debtors, to identify and contact
prospective investors and lenders.  Further, the Debtors require
additional time to allow the firm to solicit indication of
interest in a transaction among prospective investors and lenders.

                      About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  DPS Georgia disclosed assets of $6,178,324
and debts of $19,182,907 as of the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DAMON PURSELL: Fine-tunes Proposed Reorganization Plan
------------------------------------------------------
Damon Pursell Construction filed with the U.S. Bankruptcy Court
for the Western District of Missouri a Second Amended Chapter 11
Plan of Reorganization.

The Plan, as amended, provides that with respect to secured
creditors, beginning 30 days after the confirmation of the Plan,
the Debtor will make monthly payments of interest and principal
based upon a 5-year amortization schedule, with "annual skips"
from March through May, with interest accruing at the current
prime rate plus 2% -- 5.25%, to remain fixed for the duration of
the loan.

As to unsecured creditors, starting 30 days after the Plan has
been confirmed, the Debtor will make a monthly payment until the
balance has been paid in full.

Holders of equity interests will retain their interests in the
shares of stock in the Reorganized Debtor equal to the number of
shares of stock held in Debtor prepetition.

A full-text copy of the Second Amended Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?75fb

                 About Damon Pursell Construction

Kansas City, Missouri-based Damon Pursell Construction Company
owns and operates the Rockridge Quarry, which sells crushed rock
and rip rap products for road construction and other construction
projects.  The Quarry is located at 9001 Hickman Mills Drive, in
Kansas City, Missouri.  The Debtor also owns a construction
business that provides grading, excavation, utility and other
miscellaneous construction services.  Michael Pursell owns 100% of
the Company.

Damon Pursell filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Mo. Case No. 10-44965) on Sept. 15, 2010.  Thomas G. Stoll,
Esq., at Dunn & Davison, LLC, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$18,458,000 in assets and $11,981,801 in liabilities as of the
Petition Date.


DANAOS CORP: Reports $5.44MM Net Income in First Quarter
--------------------------------------------------------
Danaos Corporation reported net income of US$5.44 million on
US$98.98 million of operating revenue for the three months ended
March 31, 2011, compared with a net loss of US$79.76 million on
US$79.66 million of operating revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed US$3.58
billion in total assets, $US$3.11 billion in total liabilities and
US$474.80 million in total stockholders' equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Ffi700

                     About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2009.  The Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of Dec. 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.


DILLARD LAND: Meeting of Creditors Scheduled for June 2
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Dillard Land Investments, LLC's Chapter 11 case on June 2,
2011, at 3:00 p.m.  The meeting will be held at the Third Floor -
Room 366, Russell Federal Building, 75 Spring Street, SW, Atlanta,
Georgia.

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

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

Atlanta, Georgia-based Dillard Land Investments, LLC, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 11-63566) on
May 2, 2011.  Paul Reece Marr, Esq., at Paul Reece Marr, P.C.,
represents the Debtor in its restructuring effort.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.


DISTRIBUTION ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Distribution One, LLC
        5391 West 86th Street
        Indianapolis, IN 46268

Bankruptcy Case No.: 11-05861

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: James S. Kowalik, Esq.
                  HOSTETLER AND KOWALIK, P.C.
                  101 W Ohio St., Ste 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  E-mail: jsk@hostetler-kowalik.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/insb11-05861.pdf

The petition was signed by Ramon Morrison, managing member.


DLGC II: Court Approves Polsinelle Shughart sa Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
DLGC II, LLC, to employ Polsinelli Shughart PC as bankruptcy
counsel.

Polsinelli Shughart can be reached at:

         Mark W. Roth, Esq.
         POLSINELLI SHUGHART P.C.
         One East Washington Street
         CityScape Building, Suite 1200
         Phoenix, AZ 85004
         Tel: (602) 50-2012
         Fax: (602) 926.8562
         E-mail: mroth@polsinelli.com

Polsinelli Shughart will be paid $135 to $600 per hour for its
services.

To the best of the Debtor's knowledge, Polsinelli Shughart is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Phoenix, Arizona-based DLGC II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 11-10174) on
April 13, 2011.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliate Lake Pleasant Group, LLP (Bankr. D. Ariz. Case No. 11-
10170) filed a separate Chapter 11 petition on April 13, 2011.


DOLCE VITA: Judge Favors Ellington in Shoreline Suit
----------------------------------------------------
Jeff Lysiak at Sanibel-Captiva Islander reports that, on April 12,
2011, the judge overseeing the lawsuit between Shoreline Finance,
LLC and Dolce Vita Restaurant Inc. ruled in favor of Ellington's
Restaurant Group, LLC.

The report relates that Ellington's Restaurant co-owner Jillian
Algrin, Shoreline foreclosed on Dolce Vita on Aug. 13, 2009, the
very day that Ellington's Restaurant Group opened for business at
the Periwinkle Way, in Sanibel Island, Florida.  At the time,
Ellington's had a Purchase Agreement in place with Dolce Vita for
the purchase of the property.  When the foreclosure suit was
brought against Dolce Vita, Shoreline claimed that Ellington's was
a non-party to the case and proceeded with the auction sale and
purchase of the building.  After reviewing the evidence in the
case, the judge ruled that Ellington's did have a distinct
interest in the property and that the sale was invalid.

According to the report, the judge overturned and vacated the
foreclosure sale, sale and title of the property to Shoreline
Finance, LLC.  The property located at 1244 Periwinkle was most
recently occupied by Ellington's Jazz Club & Restaurant.

Based in Sanibel, Florida, Dolce Vita Restaurant Inc. filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 09-
21370) on Sept. 23, 2009.  Judge Alexander L. Paskay presides over
the case.  Richard Johnston Jr., Esq., Fowler, White, Boggs, P.A.,
represents the Debtor.  The Debtor disclosed $3,714,400 in total
assets, and $5,477,899 in total debts.


DTZ ROCKWOOD: CW Financial Plans to Acquire Assets
--------------------------------------------------
The Real Deal Online reports that CW Financial Services said it
will acquire Manhattan-based boutique investment bank Rockwood
Real Estate Advisors.

Rockwood filed for Chapter 11 bankruptcy in 2009 two years after
advising Mann Realty Associates on its $426 million purchase of
the Apthorp.  Over the last three years the firm has been involved
in about $20 billion worth of real estate assets.

DTZ Rockwood LLC, dba Rockwood Realty Associates, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 09-13566) on
June 1, 2009, represented by Carlos J. Cuevas, Esq. --
ccuevas576@aol.com -- in Yonkers, New York.  In its petition, the
Debtor disclosed $1,815,178 in assets and $79,653,230 in debts.


DYNEGY INC: Incurs $77 Million First Quarter Net Loss
-----------------------------------------------------
Dynegy Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of
$77 million on $505 million of revenue for the three months ended
March 31, 2011, compared with net income of $145 million on $858
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

"While recognizing the current challenging market conditions,
Dynegy's leadership is committed to moving forward with necessary
changes that we believe will lead to long-term value for Dynegy
stockholders," said E. Hunter Harrison, interim President and
Chief Executive Officer of Dynegy Inc.  "Our Board's Finance and
Restructuring Committee is also undertaking a comprehensive review
of Dynegy's various restructuring alternatives with the assistance
of outside advisers.  The end goal is the creation of a
sustainable power generation business that will be in position to
benefit from future improvements in the power markets.  At the
same time, we have sharpened our focus on essential business
activities, and are committed to being an efficient, low-cost
provider of electricity, while maintaining high standards in terms
of safety and reliability."

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

                        http://is.gd/w0d7pr

                         About Dynegy Inc.

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

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                          *     *     *

As reported by the Troubled Company Reporter on March 14, 2011,
Fitch Ratings downgraded the ratings on Dynegy and its
subsidiaries after Dynegy's auditors raised substantial doubt as
to its ability to continue as a going concern and the company
announced it would likely trip debt covenants in its credit
facilities.


EAGLE BRIDGE: Files for Bankruptcy; Auction on May 31
-----------------------------------------------------
Zeke Wright at Bennington Banner reports that Eagle Bridge Machine
& Tool Inc. has filed for Chapter 11 bankruptcy protection, but
the decision is not expected to affect its daily operations or
result in layoffs in the near term.

The Debtor met with the bankruptcy judge and scheduled an auction
for May 31, according to Peter Pastore, counsel to the Company.

"EBM came to the decision to file for bankruptcy after
experiencing a sustained downturn in sales volumes and margins,"
the source quotes Mr. Pastore as stating.  "Management made the
decision to seek protection under Chapter 11 in order to save jobs
and maximize liquidated proceeds for creditors."

According to Mr. Pastore, a purchaser of the company and its
assets has already been found and has placed an initial bid.
Strato Transit Components, LLC, of Piscataway, N.J., has
reportedly offered $1.2 million for EBM.  Additional offers will
be considered at the May 31 auction.

Founded in 1949, Eagle Bridge Machine & Tool Inc. is a local
manufacturer of machined castings for the passenger rail industry.
The Company, based in Eagle Bridge, New York, filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 11-11434) in Albany on May 4,
2011.  Peter A. Pastore, Esq., at McNamee, Lochner, Titus &
Williams, PC, in Albany, represents the Debtor in the Chapter 11
case.  In its schedules, the Debtor disclosed $1.7 million in
assets and $3.4 million in debts.

A case summary for Eagle Bridge is in the May 9, 2011 edition of
the Troubled Company Reporter.


EARTHLINK: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 Corporate
Family Rating (CFR) and a B1 Probability of Default Rating to
EarthLink, Inc., an Internet service provider and competitive
telecommunications carrier, serving small to mid-sized businesses.
The rating agency also assigned a B2 (LGD4-62%) rating to the
proposed $400 million senior unsecured notes to be issued by the
company.  The net proceeds from the note offering will be used
for general corporate purposes, which in part will replenish the
cash used for the $370 million April 2011 acquisition of One
Communications Corp. and to possibly redeem EarthLink's existing
$255 million 3.25% convertible notes.  Moody's also assigned
SGL-1 liquidity rating, indicating very good liquidity.  As part
of the rating action, Moody's also upgraded the ratings of the
$325 million 10.5% notes issued by ITC-DeltaCom, Inc. to B1 (LGD3-
42%) from B3 (LGD4-51%).  DeltaCom became EarthLink's wholly owned
subsidiary following its acquisition in December 2010.  As
EarthLink now becomes the top-rated entity within the corporate
family structure, Moody's has withdrawn DeltaCom's all other
ratings.  Also, as the OneComm debt has been repaid at closing,
its ratings have been previously withdrawn.

Moody's has taken these rating actions:

Assignments:

Issuer: EarthLink, Inc.
  * Corporate Family Rating, Reinstated to B1
  * Probability of Default Rating, Assigned B1
  * Speculative Grade Liquidity Rating, Assigned SGL-1
  * Senior Unsecured Regular Bond/Debenture, Assigned B2 LGD4-62%

Upgrades:

Issuer: ITC-DeltaCom, Inc.
  * Senior Secured Regular Bond/Debenture, Upgraded to B1, LGD3,
    42% from B3, LGD4, 51%

Outlook Actions:

Issuer: EarthLink, Inc.
  * Outlook, Stable

Issuer: ITC-DeltaCom, Inc.
  * Outlook, Changed To Stable From Positive

Withdrawals:

Issuer: Interstate Fibernet, Inc., Ratings and Outlook Withdrawn

Issuer: ITC-DeltaCom, Inc.
  * Probability of Default Rating, Withdrawn, previously rated B3
  * Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-1
  * Corporate Family Rating, Withdrawn, previously rated B3
  * Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba3, LGD1, 02%

                         Ratings Rationale

Earthlink's B1 corporate family rating reflects the company's
very good liquidity, modest leverage, healthy free cash flow
generation, driven by minor capital expenditure needs relative to
revenues, and the expected long tail decline in the consumer ISP
base, which also include subscribers signing up for high speed
broadband services.  The rating benefits from management's stated
commitment to apply cash balances to continue paying down debt to
reach a 2.5 times Debt/EBITDA leverage target, and that debt
repayment will remain a priority in the company's financial
policies.

Still, Moody's is concerned about the duration of the cash flows
generated by Company's legacy dial-up ISP business and the high
execution risk associated with the simultaneous integration of
three new acquisitions as the company reshapes its business focus.

Following the acquisitions of DeltaCom and OneComm, EarthLink is
diversifying its business model away from its legacy consumer ISP
products to become a more traditional competitive
telecommunications carrier.  As such, the rating also reflects the
significant task that management will face in turning around the
OneComm operations, which have seen persistent revenue declines
over the last three years.

Moody's notes that in the near-term, EarthLink has the capacity to
generate more free cash flow than its CLEC peers and that its
financial metrics are strong for its rating category.  Still, as
EarthLink derives the majority of its free cash flow from its ISP
business, which has been declining at 20% per year, the company's
future is dependent on its successful transformation to become a
meaningful CLEC operator on the East coast, where DeltaCom and
OneComm have their greatest network depth.  Moreover, Moody's
expects the full benefits of the mergers to take at least one
year, as Earthlink reorganizes the management structure across
its new coverage areas, while the revamped sales force grows into
its productivity.  Although the company expects to spend about
$30 million in integration costs, the bigger complexities in
telecom mergers usually involve information systems and billing
migration, which may greatly delay the envisioned synergies.  Over
time, EarthLink expects to benefit from the over $40 million in
expense synergies from the mergers, which Moody's views as
attainable.

Moody's believes the organic market for business
telecommunications services in the US will grow only at a
modest rate in the intermediate term due to both economic
conditions as well as pricing pressures.  Therefore, Earthlink's
operating cash flow growth is dependent on its ability to take
market share from the larger, better-capitalized incumbents, and
other competitive providers of telecommunications services.
Moody's also views the CLECs, such as EarthLink, which have a
significant exposure to the lower end of the small- to medium-
sized business ("SMB") customers to be increasingly vulnerable to
the growing encroachment by the cable operators.

Moody's estimates Earthlink's pro-forma Debt/EBITDA leverage to be
about 3.5x at closing (Moody's adjusted, pre-synergies).  Moody's
believes that the company will utilize its cash balances to
selectively take out the 10.5% legacy DeltaCom notes and will
redeem the 3.25% convertible notes in cash, which should bring
adjusted leverage down to the mid 2.0x levels by the end of 2011,
early 2012. The company has about $130 million remaining under its
stock buyback authorization.  While the company is likely to slow
down share buybacks in the near term, Moody's believes that the
buybacks may resume following the repayment of the legacy
EarthLink and DeltaCom debt.  Further de-leveraging will be
dependent on the successful integration of the three companies and
the success of the revamped sales force to grow revenues.

Moody's expects Earthlink will have very good liquidity over the
next twelve months, as pro forma for FYE 2010, Moody's projects
the company to have about $560 million in cash or equivalents,
with expected free cash flows of $100 million for the year.  The
company also has a $150 million revolving credit facility, which
Moody's expects will remain undrawn, other than potentially be
used for another acquisition to enhance the CLEC operations.  The
credit facility will include "at all times" leverage and interest
coverage covenants, under which the company is expected to have
sufficient cushion.

                 What Could Change the Rating -- Up

As the rating is prospective for the anticipated debt paydowns to
reach the target mid 2.0x Debt/EBITDA leverage and the questions
about the long term business sustainability of the legacy ISP
revenues, an upgrade is unlikely over the next 12-18 months.
However, upward rating pressure would ensue if Earthlink
successfully makes the transition to a profitable CLEC, whose free
cash flow to debt ratio exceed 10% and leverage remains below
2.0x.

                  What Could Change the Rating -- Down

Downward rating pressure could develop if adjusted leverage
remains above 3.0x on a sustained basis, or if free cash flow-to-
debt falls below 5%, which could result from revenue declines or
the inability to successfully integrate the newly acquired
entities and reshape the company as a CLEC.  Ratings could also
come under downward pressure if heightened competition and/or
churn lead to accelerated sales declines.  In addition, ratings
will be pressured by material changes in management or financial
policies with regard to maintaining very low debt levels relative
to EBITDA.

The principal methodology used in rating Earthlink, Inc., was the
Global Telecommunications 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.

EarthLink, located in Atlanta, GA, is a provider of
competitive telecommunications and Internet services.  Proforma
for acquisitions of ITC-Deltacom and One Communications, the
company generated about $1.6 billion in revenues in 2010.


EAST COAST: Can Use Lenders' Cash Collateral Until May 17
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted East Coast Development II, LLC, permission to use
cash collateral of BB&T, Ciena Capital, First Bank, Georgia
Capital, and Wells Fargo Bank, for its post-petition, necessary
and reasonable operating expenses, until May 17, 2010.

Wells Fargo Bank, N.A., filed a protective objection to the Motion
to Use Cash Collateral.  A separate consent order that deals with
this Objection will be entered, according to the judge.

As reported in the TCR on April 21, 2011, Wells Fargo asked that
(i) rents for its collateral be segregated; (ii) the Debtor make
monthly adequate protection payments to Wells Fargo in the amount
of not less than $20,000 per month; and (iii) a replacement lien
on rents associated with Wells Fargo's collateral be granted to
the extent and priority of Wells Fargo's lien on pre-petition
rents.

A further hearing on the Debtor's continued use of cash collateral
will be conducted on May 17, 2011, at 1:00 p.m.

                 About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Brian A. Geschickter, Attorney-at-Law, serves as special counsel.
Laurie R. Brown, CPA, serves as the Debtor's accountant.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


EASTERN LIVESTOCK: Trustee Sues Atkinson for Cattle Purchases
-------------------------------------------------------------
James A. Knauer, the Chapter 11 Trustee of Eastern Livestock Co.,
LLC, is suing Atkinson Livestock Market, LLC, for payment of
cattle.

From Sept. 30, 2010 to Nov. 3, 2010, ELC and Atkinson Livestock
entered into a series of purchase transactions, whereby Atkinson
Livestock purchased cattle from ELC.  ELC delivered the purchased
cattle to Atkinson Livestock and sent Atkinson Livestock invoices
reflecting amounts owed for the cattle purchases.  Despite demand,
Atkinson Livestock has refused to pay ELC amounts due and owing
for the purchases.  Atkinson Livestock owes ELC $2,577,880.13 plus
interest, according to the Chapter 11 Trustee.

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
Certain creditors commenced the Chapter 11 case (Bankr. S.D. Ind.
Case No. 10-93904) against ELC on Dec. 6, 2010, by filing an
involuntary petition for relief under the Bankruptcy Code.  The
Court entered the Order For Relief in An Involuntary Case and
Order to Complete Filing on Dec. 28, 2010.  James A. Knauer was
appointed as the Chapter 11 Trustee for ELC.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was a cattle brokerage company in New
Albany, Indiana, that shut operations in November 2010.

David L. Rings, Southeast Livestock Exchange, LLC, and Moseley
Cattle Auction, LLC, filed an involuntary Chapter 11 petition
(Bankr. S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for
the Company on Dec. 6, 2010.  The petitioning creditors, which
asserted $1.45 million in claims for "cattle sold," are
represented by Greenebaum Doll & McDonald PLLC.  Judge Basil H.
Lorch III, at the behest of the creditors, appointed a trustee to
operate Eastern Livestock Co., LLC's business.

James A. Knauer, the Chapter 11 trustee for Eastern Livestock, has
tapped James M. Carr, Esq., at Baker & Daniels LLP, as counsel.
BMC Group Inc. is the claims and notice agent.  The Debtor
disclosed $81,237,865 in assets and $40,154,698 in debts as of the
Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.


EASTMAN KODAK: FMR LLC Discloses 10.65% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 30,893,609 shares of common stock of
Eastman Kodak Company representing 10.651% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/4RObNG

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


ECLIPSE AVIATION: District Court Rejects Interlocutory Appeal
-------------------------------------------------------------
District Judge Leonard P. Stark denied plaintiffs' request for
leave to appeal the Bankruptcy Court's Aug. 4, 2010 order denying
their motion to dismiss adversary actions against Eclipse
Aerospace, Inc., for lack of subject matter jurisdiction.  The
parties to the lawsuits agree that the plaintiffs' appeal
constitutes an interlocutory appeal.

In their amended complaint, Plaintiffs state that they "are
seeking replevin, specific performance, recovery of the Airplanes,
the imposition of equitable liens and constructive trusts, and a
determination that the Airplanes are not property o/the Debtor's
bankruptcy estate."

Plaintiffs assert that "[r]esolution at this juncture of the issue
whether the bankruptcy court has jurisdiction to adjudicate the
dispute over ownership of the airplanes -- which dispute does not
involve the Debtor or property that is, or could in the future
become, part of the Debtor's bankruptcy estate will materially
advance the litigation toward termination."

Judge Stark does not agree, finding, instead, that an
interlocutory appeal would only promote piecemeal determination of
the questions raised in the adversary action and would likely
create unnecessary delay.  Furthermore, Plaintiffs fail to present
exceptional circumstances justifying the need for immediate
review.

The cases before the District Court are Jorge Mata, et al.,
Plaintiffs, v. Eclipse Aerospace, Inc., et al., Defendants; and
Production Line Group, et al., Plaintiffs, v. Eclipse Aerospace,
Inc., Defendant, 10-cv-193 (D. Del.).  A copy of Judge Stark's
May 10, 2011 Memorandum Order is available at
http://leagle.com/xmlResult.aspx?xmldoc=In+FDCO+20110511764.xml&do
cbase=CSLWAR3-2007-CURR&xmlPage=0 from Leagle.com.

                      About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- manufactured six-passenger
planes powered by two Pratt & Whitney turbofan engines.  The
Company and Eclipse IRB Sunport, LLC sought chapter 11 protection
(Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008, represented
by lawyers at Allen & Overy LLP, and estimating assets of less
than $500 million and debts of more than $1 billion.

The Debtor sought to sell all of its assets pursuant to proposed
bid procedures.  The Court approved the bid procedures, with
substantial modification, on Dec. 23, 2008.  On Jan. 23,
2009, the Court entered an order authorizing the sale of
substantially all of the Debtor's assets to EclipseJet Aviation
International, Inc., finding it had presented the highest and best
offer.  Despite approval, the sale to EclipseJet was never
consummated.

On March 5, 2009, the case was converted to a chapter 7
liquidation proceeding and Jeoffrey L. Burtch was appointed
trustee.  The Trustee renewed efforts to sell the Debtor's assets.
On Aug. 28, 2009, the Court authorized the Trustee to sell the
Debtor's assets to Eclipse Aerospace, Inc., for $20 million in
cash and a $20 million note.  The sale to Eclipse Aerospace,
Inc., closed on Sept. 4, 2009.  Following the sale, the Debtor
changed its name to AE Liquidation, Inc.


EIG MANAGEMENT: S&P Rates Counterparty Credit 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit rating to EIG Management Co. LLC (EIG). The
outlook is stable. "We have also assigned a 'BB' rating to EIG's
senior secured credit facility consisting of a $100 million term
loan," S&P stated.

"Our ratings on EIG reflect management's depth of experience with
substantial technical expertise in the energy sector," said
Standard & Poor's credit analyst Chris Cary. Ten of 44 investment
professionals are engineers. The firm earns stable and recurring
management fees from its funds with long-term capital that is
locked up, meaning it cannot be transferred or used in another
way for a set period of time after the company acquired it.
However, this revenue is shared with The TCW Group (TCW), its
former parent, on a long-term run-off schedule. "EIG funds
primarily generate yield-based returns, resulting in predictable
incentive income in addition to its management fee income. The
29-year record of positive returns in each of the firms' funds and
the firms' longstanding and diversified investor base also provide
support. EIG is obligated to share management fee income with TCW,
has only been an independently operated business for a short time,
lacks scale, and has limited liquidity -- all of which detract
from the rating, in our view. Initially, leverage will be high
but primarily deployed to grow the business. The illiquidity of
the portfolio investment assets are viewed negatively because
these could prove to be hard to sell in times of stress. The
portfolio's historic performance throughout various economic
cycles and the firm's good record of recovering on defaulted
investments because of a strong investment strategy and security
interest partially mitigate this negative factor. Although the
firm has a narrow focus on the energy sector, it is broadly
diversified within this sector across searching for and producing
energy, or upstream; infrastructure; processing, storing, and
transporting, or midstream; gas to liquid; transportation; gas
to electrons; and renewable energy," S&P elaborated.

S&P continued, "The stable outlook represents our view that
recurring management fees from locked-up fee earning assets under
management and realized incentive income can support the interest
and principal payments on the proposed debt issuance. We would
consider an upgrade if the firm builds scale and tenure as an
independent organization and continues to demonstrate sound
investment performance and AUM growth. We could downgrade the
company if leverage increases beyond 5x debt to EBITDA, the firm
experiences difficulty in their fundraising efforts, or investment
performance weakens consistently over time."


ELEPHANT TALK: Incurs $4.71 Million Net Loss in First Quarter
-------------------------------------------------------------
Elephant Talk Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $4.71 million on $8.51 million of revenue
for the three months ended March 31, 2011, compared with a net
loss of $12.33 million on $9.94 million of revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$45.28 million in total assets, $10.63 million in total
liabilities, and $34.65 million in total stockholders' equity.

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

                        http://is.gd/SMm8kW

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $92.48 million on $37.17
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.30 million on $43.65 million of revenue during
the prior year.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


ELITE PHARMACEUTICALS: License Deals Sealed from Public
-------------------------------------------------------
Elite Pharmaceuticals, Inc., submitted an application under Rule
24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 10-Q filed on Nov. 15, 2010.
Based on representations by Elite Pharmaceuticals, Inc., that this
information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.  Accordingly, excluded information from
the following exhibits will not be released to the public for the
time periods specified:

Master Development and License Agreement       12/31/2015
Purchase Agreement                             06/30/2011
License Agreements                             11/15/2020
Manufacturing and Supply Agreement             11/15/2020

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


EMISPHERE TECHNOLOGIES: N. Hart Resigns as VP Strategy & Dev.
-------------------------------------------------------------
Nicholas Hart resigned as Vice President of Strategy and
Development of Emisphere Technologies, Inc., effective May 6,
2011.  No disagreement existed between Mr. Hart and the Company
that resulted in his resignation.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.27 million
in total assets, $89.79 million in total liabilities and $82.52
million in total stockholders' deficit.

Following the 2010 financial results, PricewaterhouseCoopers LLP,
in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.


ENVIRONMENTAL INFRASTRUCTURE: Registers Shares for Employee Plan
----------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed with the U.S.
Securities and Exchange Commission a registration statement on
Form S-8 registering 20 million shares of common stock under the
2011 Employee and Consultant Stock Compensation Plan.

Effective May 3, the Company adopted its 2011 Employee and
Consultant Stock Compensation Plan.  The number of shares of
common stock of the Company that are available for issuance under
the Plan are 20,000,000 shares of the Company's Common Stock,
$0.0001 par value, consisting of 10,000,000 shares allocated to
employees and directors and 10,000,000 shares allocated to
advisors or consultants.

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

                        http://is.gd/xTyxYP

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company reported a net loss of $2.42 million on $3.27 million
of revenue for the year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2010 showed $918,651 in
total assets, $5.81 million in total liabilities and a $4.89
million total stockholders' deficit.

Michael T. Studer CPA P.C., in Freeport, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred losses
for the years ended Dec. 31, 2010 and 2009 and has a deficiency in
stockholders' equity at Dec. 31, 2010.


FGIC CORP: Hearing on Plan Outline Adequacy Adjourned to June 2
---------------------------------------------------------------
FGIC Corporation informed the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York that it has
adjourned to June 2, 2011, at 10:00 a.m. (prevailing Eastern
Time), the hearing to consider adequacy of the Disclosure
Statement explaining its proposed Chapter 11 Plan.  Objections, if
any, are due May 26, at 4:00 p.m.

The hearing was originally scheduled for May 3, at 10:00 a.m.

As reported in the Troubled Company Reporter on April 1, 2011,
FGIC filed for reorganization in August 2010 with a plan where
creditors would become owners of the bond insurance subsidiary,
Financial Guaranty Insurance Co.  The plan was rendered infeasible
when an exchange offer failed.  The Company hopes to be
reorganized so it can utilize $4 billion in net tax-loss carry-
forwards.  The Company said that it continues to work on a new
reorganization structure with policy holders.  The Court extended
until July 1, the Debtor's time to exclusively file a Chapter 11
Plan.

FGIC's assets consist of $10 million cash, the insurance
subsidiary, and the opportunity to utilize tax losses.  The Pan
worked out in advance of the Chapter 11 filing contemplated
dividing the cash and new stock among lenders on the $46 million
revolving credit and the $345 million in unsecured notes.  Holders
of 90% of the common stock had agreed to go along with the plan
and waive their $7.2 million unsecured claim.

The Debtor is represented by:

         Paul M. Basta, Esq.
         Brian S. Lennon, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022
         Tel: (212) 446-4800
         Fax: (212) 446-4900

         Patrick J. Nash, Jr., Esq. (admitted pro hac vice)
         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, IL 60654
         Tel: (312) 862-2000
         Fax: (312) 862-2200

                          About FGIC Corp

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash,
Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the
Debtor.  Garden City Group, Inc., is the Debtor's claims and
notice agent.   The Official Committee of Unsecured Creditors
tapped Morrison & Foerster LLP as its counsel.  The Company
disclosed $11,539,834 in assets and $391,555,568 in liabilities as
of the Petition Date.

In August 2010, FGIC filed a plan of reorganization and disclosure
statement.  The Plan negotiated between FGIC and its key creditors
and shareholders would allow the FGIC to cancel debt obligations
in the aggregate amount of $391.5 million.  Holders of general
unsecured claims against FGIC Corp. -- which include holders of
outstanding debt under FGIC Corp.'s prepetition revolving credit
facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 --
would receive substantially all of its $11.5 million in cash and
the common stock in Reorganized FGIC Corp.  The three largest
common shareholders of FGIC Corp., representing over 90% of its
common stock, have agreed to the cancellation of their equity
interests pursuant to the Plan and waive general unsecured claims
against the estate in the aggregate amount of $7.2 million.  As
agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC
Corp. would be capitalized with no more than $400,000 to fund its
business needs and continue to operate as an insurance holding
company after the Effective Date.


FIDDLER'S CREEK: Sold 19 Homes for $13.4MM Since Petition Date
--------------------------------------------------------------
Fiddler's Creek LLC disclosed that as of April 11, 2011, the
Debtors have sought and obtained approval from the Bankruptcy
Court to sell 19 homes to third party retail purchasers, realizing
gross proceeds of $13,382,352 since the Petition Date.  In March
2011, the Court approved the sale of 13 residential hotel
condominium units at the Marco Beach Ocean Resort to SHA Beach
Property, LLC for $2,100,000.

The Fiddler's Creek development is comprised of nearly 4,000 zoned
acres of prime land in Naples, Florida, and is planned for and
capable of accommodating up to 6,000 residences upon project
build-out, which is estimated to be in 2020.

In a recent ruling, the Court approved the purchase and sale
agreement between debtor GBFC Development Ltd. and George Kuzma,
Jr., and Judith Kuzma for the purchase of Unit 4-103 of Varenna at
Fiddler's Creek for $302,000.  The unit remains subject to, among
other things, all special assessments levied or to be levied by
Fiddler's Creek Community Development District 2 payable for tax
years 2010-2011 and each year therafter.  The Kuzmas will assume
at closing the $20,718 outstanding capital balance remaining on
the Varena unit with respect to the CDD 2-Series 2003A Bonds.

                       About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FIRST NATIONAL: Fitch Affirms 'BB+' Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed First National of Nebraska's (FNNI)
long-term and short-term IDRs at 'BB+' and 'B' respectively. The
ratings are removed from Rating Watch Negative. The Rating Outlook
is now Stable.

The resolution of the Rating Watch Negative is reflective of the
company's recent refinancing of its term loan note at the parent
company, which now has a balance of $75 million and a maturity in
April 2013. Given this refinancing, combined with dividends
recently received from subsidiaries from the sale of the merchant
processing business, the parent company's liquidity profile has
improved. As such, Fitch now believes that the parent company has
addressed its liquidity needs commensurate with its rating.

Fitch's affirmation of the current ratings reflects the
improvement in FNNI's regulatory capital ratios, as well as the
continued positive trends in FNNI's overall credit quality. FNNI's
Tier 1 risk-based capital ratio improved to 11.40% at 1Q11 from
10.50% at year-end (YE)2010, thanks to the combined effects of
some internal capital generation through retained earnings as well
as lower levels of risk-weighted assets, as the company continues
to dispose of its problematic construction and development loans.
In addition, given FNNI's relatively small size, Fitch expects
that the company's $150 million of trust preferred securities will
be permanently grandfathered in under the Collins Amendment of the
Dodd-Frank Act, and thus would still be counted as an element of
Tier 1 Capital.

In FNNI's credit card portfolio, which as of March 31, 2011,
represented approximately 35% of total loans, net charge-off
(NCOs) rates have continued to decline since peaking in mid-2010.
As of the end of 1Q11, FNNI's NCO rate in its credit card
portfolio declined to 6.49%, which is still elevated compared to
historical averages, though in line with current industry
averages. Furthermore, FNNI's credit card NCO rates have improved
over the last several quarters. In addition, while early stage
delinquencies recently had a seasonal uptick, Fitch notes that
the overall trends continue to be positive. In FNNI's non-credit
card loan portfolios, which as of March 31, 2011 represented
approximately 65% of total loans and are a mix of commercial &
industrial (C&I), commercial real estate (CRE), and mortgage
loans, have also shown a declining number of non-performing loans
in each of the last few quarters. However, FNNI's total non-
performing loans as a percentage of total loans plus other real
estate owned still remain elevated at 2.4% as of March 31, 2011.

Fitch's Stable Rating Outlook encompasses the view that FNNI will
operate with higher levels of liquidity -- particularly at the
parent level -- and capital. Fitch also believes that FNNI's
absolute level of profitability will increase over the near term,
which could help to boost regulatory capital ratios. In addition,
Fitch anticipates FNNI's overall credit metrics will continue to
exhibit positive trends as they have over the last few quarters.
However, Fitch also believes that loan growth throughout FNNI's
operations will remain challenging amid continued weak loan demand
and fierce competition. While Fitch does acknowledge that FNNI is
pursuing some strategies to boost loan growth, particularly in
credit cards, Fitch also notes that the highly competitive
environment for new loans may serve to pressure margins.

With the actions, Fitch notes that FNNI's ratings remain at the
low-end of their potential range. Ratings could be positively
affected should FNNI continue to remediate problem assets, operate
at a sustained level of higher profitability, and successfully
pursue growth strategies, all while maintaining strong capital and
liquidity ratios both on an absolute basis and relative to rated
peers. Alternatively, should credit quality significantly
deteriorate, or the company starts to operate with lower buffers
of capital and liquidity, ratings could remain near the low-end of
their potential range.

FNNI has operations in Nebraska, Kansas, South Dakota, Colorado,
Texas, and Illinois. The lead bank First National Bank of Omaha
represents over 80% of consolidated assets, and the company's
credit card operations are housed in the lead bank. FNNI became
a private company in 2002 and is controlled by the Lauritzen
family. At March 31, 2011 the bank had consolidated assets of
$15.1 billion and $10.23 billion in managed loans.

Fitch has affirmed and removed the Rating Watch Negative on these
ratings:

First National of Nebraska, Inc.

   -- Long-term IDR 'BB+';

   -- Short-term IDR 'B';

   -- Individual 'C/D'.

First National Bank of Omaha

   -- Long-term IDR 'BB+';

   -- Short-term IDR 'B';

   -- Subordinated debt 'BB';

   -- Long-term deposits 'BBB-';

   -- Short-term deposits 'F3';

   -- Individual 'C/D'.

First National Bank (Fort Collins)

   -- Long-term IDR 'BB+';

   -- Short-term IDR 'B';

   -- Long-term deposits 'BBB-';

   -- Short-term deposits 'F3';

   -- Individual 'C/D'.

First National Bank (North Platte)

   -- Long-term IDR 'BB+';

   -- Short-term IDR 'B';

   -- Long-term deposits 'BBB-';

   -- Short-term deposits 'F3';

   -- Individual at 'C/D'.

Fitch has affirmed these ratings:

First National of Nebraska, Inc.

   -- Support rating '5'

   -- Support Floor rating 'NF'.

First National Bank of Omaha

   -- Support rating '5'

   -- Support Floor rating 'NF'.

First National Bank (Fort Collins)

   -- Support rating '5'

   -- Support Floor rating 'NF'.

First National Bank (North Platte)

   -- Support rating '5'

   -- Support Floor rating 'NF'.

The Rating Outlook is Stable.


FIRST ONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: First One Group, LLC
        aka Atlanta Adult Health Care Center
        6000 Live Oak Parkway, Suite 103
        Norcross, GA 30093

Bankruptcy Case No.: 11-64134

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Brian L. Schleicher, Esq.
                  Steven M. Jampol, Esq.
                  NORTH ATLANTA LAW GROUP, P.C.
                  Suite 100, 11680 Great Oaks Way
                  Alpharetta, GA 30022
                  Tel: (770) 667-1290
                  Fax: (770) 667-1690
                  E-mail: bschleicher@northatlantalaw.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 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-64134.pdf

The petition was signed by Steve Bae, manager.


FIRST SECURITY: Won't Pursue Public Offering at This Time
---------------------------------------------------------
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
as amended, First Security Group, Inc., requests that the
Securities and Exchange Commission consent to the immediate
withdrawal of the Company's registration statement on Form S-1,
together with all amendments and exhibits thereto, effective as of
April 29, 2011.  The Registration Statement was filed with the
Commission on Nov. 6, 2009.

The Company submits the request for withdrawal as it does not
intend to pursue the contemplated public offering at this time.
The Company confirms that no securities have been or will be
distributed, issued or sold pursuant to the Registration Statement
or the prospectus contained therein.  The Company believes
withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated
by paragraph (a) of Rule 477.

The Company also acknowledges that no refund will be made for fees
paid to the Commission in connection with the filing of the
Registration Statement.  However, the Company requests, in
accordance with Rule 457(p) under the Securities Act, that all
fees paid to the Commission in connection with the filing of the
Registration Statement be credited to the Company's account to be
offset against the filing fee for any future registration
statement or registration statements.  The Company may undertake a
subsequent private offering in reliance on Securities Act Rule
155(c).

Accordingly, the Company requests that a consent to the withdrawal
of the Registration Statement be issued by the Commission as soon
as reasonably possible.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

The Company reported a net loss of $44.34 million on $54.91
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $33.45 million on $64.00 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.16 billion
in total assets, $1.07 billion in total liabilities and $93.37
million in total stockholders' equity.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FIRST WIND: S&P Puts 'B+' Issuer Rating to Proposed $200MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' preliminary
long-term issuer credit rating to First Wind Capital LLC (FW
Capital), a wholly owned subsidiary of First Wind Holdings LLC
(FWH), head of a wind developer group headquartered in Boston,
Mass. "At the same time, we assigned our issue rating of 'B+' to
First Wind's proposed $200 million senior secured notes due in
2016 that FWH guarantees. We also assigned our '1' preliminary
recovery rating to the notes, reflecting Standard & Poor's
expectations of very high (90%-100%) recovery if a payment default
occurs. We placed all ratings on CreditWatch with negative
implications," S&P stated.

All ratings are preliminary, subject to review of final
documentation and conditional on the proposed notes issuance being
completed. "On successful completion of such a transaction in the
terms expected by FW Capital, we would withdraw the preliminary
rating and we would assign issuer, issue and recovery ratings,"
S&P noted

The issuer is a newly established wholly owned subsidiary of FWH,
head of First Wind group (FW), an independent wind developer with
an open-ended portfolio of wind farms located in the Northeast
and West of the continental U.S., and in Hawaii. Nine projects
(totaling 635 megawatts (MW) of installed capacity are already
operational -- the oldest one since 2006 -- and the remaining
four (136 MW) are under construction. There are also five other
projects (368 MW) in late-stage development and should be
completed or under construction by the end of 2012 (the "near-term
projects"). Private equity investors Madison Dearborn Capital
Partners IV L.P. and D. E. Shaw group jointly control FWH;
they have collectively invested $825 million in FW to date and
each own a 45.9% stake.

FW Capital expects to use the proposed note proceeds to
refinance about $90 million of outstanding debt principal and
accrued interest at FWH, make a distribution to FWH of a maximum
$30 million, pay transaction fees and expenses, fund a $65 million
reserve account at FW Capital -- that will serve as collateral of
the notes and be earmarked to fund the equity portion of the
five near-term projects and for FW Capital's debt service -- with
the remaining net proceeds of approximately $6 million to be used
for general corporate purposes of FW Capital including investment
in the near-term projects.

"The negative CreditWatch implications reflect our concerns that
we could lower the ratings if the agreement between the First Wind
group and a joint venture of Emera and Algonquin does not close,"
said Standard & Poor's credit analyst Grace Drinker.


FIRSTLIGHT HYDRO: Fitch Affirms 'BB+' Rating on Sr. Secured Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed FirstLight Hydro Generating Company's
(HGC) senior secured rating, as well as the Issuer Default Rating
(IDR) and outstanding debt ratings of FirstLight Power Resources
(FLPR) Inc:

HGC

   -- Senior secured first mortgage bonds at 'BB+' ($320 million
      original issue; $291.875 million outstanding).

FLPR

   -- IDR at 'B-';

   -- First lien credit facilities at 'B+/RR2' ($550 million
      original issue; $319.663 million outstanding);

   -- Second lien credit facilities at 'B-/RR4' ($170 million
      original issue; $170 million outstanding).

The Rating Outlook for HGC and the FLPR IDR remains Negative.

The ratings reflect:

   -- The risk of exposure to merchant market power prices;

   -- Projected profile of debt service coverage ratios (DSCR) for
      the operating company's first mortgage bonds of at least 1.7
      times (x)and averaging over 2.0x, which is indicative of the
      rating category;

   -- Projected profile of consolidated DSCRs including the
      holding company's first and second lien obligations are
      below the rating category (averaging 1.18x with a minimum of
      0.85x) but are buoyed by strong corporate support as
      reflected in over $200 million in contributions since 2009,
      including $128 million in 2010;

   -- Refinance risk for the holding company's first and second
      lien obligations in 2013 and 2014, respectively;

   -- Covenants that trap cash and encourage debt prepayment;

   -- High leverage.

Fitch maintains the Negative Outlook on the first mortgage bonds
as the combination of near-term power prices and variable water
flows for hydro units could pressure financial metrics below the
current rating, which does not reflect sponsor support. The
Negative Outlook on the First and Second lien obligations reflect
the uncertainty of the holding company's ability to refinance
outstanding debt in 2013 and 2014, or repay debt with sponsor
support.

Key ratings drivers that could trigger a return to a Stable
Outlook:

   -- Sustained improvement in power prices;

   -- Continued stable plant operations;

   -- DSCRs for HGC consistent with the rating category;

   -- Continued sponsor support on first and second lien
      obligations;

   -- Ability to refinance outstanding first and second lien
      obligations.

Security

The first mortgage bonds are secured by all ownership interests;
along with all physical and other assets of HGC including all
contracts, all accounts, cash and investments, all other tangible
and intangible property. First Lien obligations are secured by
100% equity in HGC and all of the Mt. Tom coal plant's physical
assets. The Second Lien is secured by a second priority interest
in all of the assets pledged to the first lien obligation.

Credit Summary

Peak demand, power prices, and the spread between peak and off-
peak power prices increased in Massachusetts and Connecticut in
2010. However, FirstLight's financial performance was weakened by
a six-month forced outage at the Northfield pumped storage
facility, reduced rainfall for other hydro units, as well as
forced and economic outages at the Mt. Tom coal plant.
Consequently, the 2010 gross margin was $33.6 million below
budget. Revenues declined in all categories: energy, capacity,
forward reserves, and regulation. Even so, contracted capacity
payments mitigated the financial losses on Northfield, while
energy hedges on hydro facilities mitigated pricing but not volume
risks. The 2010 DSCR for the first mortgage bonds was 1.44x, while
the consolidated DSCR for total debt obligations including first
and second lien obligations was 0.90x. Management reports that all
units are operational and as of first quarter 2011, and that
FirstLight has recouped $25 million of its $71 million claim from
business interruption insurance regarding the Northfield unit.
While the total amount of insurance reimbursement has yet to be
settled, the funds received to date will support FirstLight's
operations and may obviate the need for additional sponsor support
in 2011.

Looking forward, the project faces exposure to merchant power
prices, as favorable long-term hedges remain a challenge to
acquire. Despite this risk, Fitch expects the run-of-river (RoR)
and conventional hydro assets to continue to benefit from
favorable dispatch as low-cost, renewable forms of energy, albeit
at lower-than-historical margins given the low-cost natural gas
environment. The extent to which the Northfield pumped storage
plant sells energy will depend on sustained improvement in the
spread between peak and off-peak power prices. Although Northfield
pumped storage remains relevant to the New England market for
ancillary services (forward reserves and regulation), Fitch does
not consider their contribution to servicing debt obligations due
to their diminishing sales price and variable demand. Fitch
believes that the Mt. Tom coal unit will continue to face reduced
dispatch due to the low cost of natural gas. However, uncertainty
regarding the long-term value of Mt. Tom is mitigated by the unit
having no outstanding debt and being in compliance with federal
and Massachusetts environmental compliance requirements.

Purchased in December 2008, GDF Suez North America (GSENA) owns
HGC and the Mt. Tom coal-fired power plant, which serve the New
England Independent Service Operator (NEISO) region. HGC is a
portfolio of primarily hydroelectric power plants, including the
1,080-megawatt (MW) Northfield Mountain pumped storage facility,
12 hydroelectric plants (RoR and conventional) totaling 195MW and
a 21-MW combustion turbine. Mt. Tom is a 146-MW coal-fired
facility.


FOREVERGREEN WORLDWIDE: Amends 2009 10-K to Record GW Impairment
----------------------------------------------------------------
ForeverGreen Worldwide Corp. filed on May 2, 2011, Amendment No. 1
to its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2009, to recognize an impairment of goodwill for the year
ended Dec. 31, 2009.  Other than the changes resulting from that
impairment, the disclosures in this amended report are as of the
initial filing date of April 15, 2010, and this report does not
include subsequent events.  A complete text of the Form 10-K/A is
available for free at http://is.gd/eZpMW9

                About ForeverGreen Worldwide Corp.

Orem, Utah-based ForeverGreen Worldwide is a holding company that
operates through its wholly owned subsidiary, ForeverGreen
International, LLC.  The Company produces and manufactures a wide
array of whole foods, nutritional supplements, personal care
products and essential oils.

The Company dismissed Chisholm, Bierwolf, Nilson & Morrill, LLC,
as its independent registered public accounting firm on Feb. 3,
2011.  Chisholm Bierwolf had audited the Company's financial
statements for 2009 and 2008.

Morrill & Associates, LLC, in Bountiful, Utah, said on April 29,
2011, that the Company has a working capital deficit, continued
operating losses, and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.


FRANK PANZA: Files for Bankruptcy to Halt Auction
-------------------------------------------------
Frank Panza filed a Chapter 11 petition (Bankr. D. Nev. Case No.
11-16822) on May 3, 2011.

The Business Review reports that Frank Panza, the owner of the
Saratoga Shoe Depot Inc., filed for bankruptcy protection in Las
Vegas to stop a scheduled May 4 auction of his properties.

According to the report, the filing freezes the auction process
for Saratoga Shoe Depot, located on Broadway in downtown Saratoga
Springs, New York, and another building Panza owns one block away.
Anderson Auction & Realty was set to auction the properties on
Wednesday, but had to nix the auction at the last minute as a
result of Mr. Panza's action.

The Business Review recounts that Saratoga Shoe Depot filed for
Chapter 11 bankruptcy protection last year and closed its store in
Delmar.  The case was dismissed at Mr. Panza's request last fall.

Mr. Panza's court filing in Nevada lists his two Saratoga
buildings as his principal assets.  Mr. Panza only reported that
his debts total somewhere between $1 million and $10 million.  The
court papers list Panza's 20 largest creditors with unsecured
debt, meaning there is no guarantee they'll get any of their money
back.  However, Mr. Panza did not report how much he owes 12 of
the 20 debtors.


FRANKLIN PLACE: Court Dismisses Involuntary Chapter 11 Petition
---------------------------------------------------------------
Franklin Place LLC sought and obtained an order from the U.S.
Bankruptcy Court for the Southern District of New York dismissing
the Debtor's involuntary petition for Chapter 11 protection.

On April 1, 2011, three creditors signed a petition to send
Franklin Place to Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No.
11-11510).  The creditors who signed the petition are Kingdom
Associates, Inc., (allegedly owed $1.2 million), Rovini
Construction Corp. (owed $251,000), and West Rac Contracting Corp.
(owed $660,000), with all of the debt on account of breach of
contract.  The creditors are represented by Parshhueram T. Misir,
Esq., at Agovino & Asselta, LLP, in Mineola, New York.


GARLOCK SEALING: Asbestos Case Returns to Court Today
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing Technologies LLC will face asbestos
claimants at a hearing today, May 13, where U.S. Bankruptcy Judge
George R. Hodges in Charlotte, North Carolina, will decide whether
the case moves ahead on a scheduled proposed by the company or by
the asbestos creditors' committee.  Garlock is once again asking
the judge to require asbestos claimants to file claims.
Ordinarily, a claim includes little more than the amount of the
debt and a brief statement of the basis for the liability.
Garlock instead wants creditors to include extensive information
about the basis for the claim and the resulting illness, if any.

According to the report, the committee harks back to a prior
hearing where Judge Hodges said he wanted to have a trial
estimating the universe of asbestos claims, while not slogging
through each claim individually.  The committee is also opposing
Garlock's request to extend the exclusive right to propose a
Chapter 11 plan until Nov. 28.  The committee wants the judge to
allow them to file their own plan when exclusivity expires May 31.

Mr. Rochelle relates that Judge Hodges will also revisit
continuing disputes over discovery regarding the scope and extent
of asbestos liability.  Garlock and other companies still facing
asbestos claims have been trying to obtain information from
Chapter 11 trusts regarding asbestos claims against other
companies that already completed Chapter 11 reorganization.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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


GENERAL GROWTH: Taberna Wants Payment of $980,000 for Expenses
--------------------------------------------------------------
Taberna Capital Management LLC asks Judge Gropper to compel
reimbursement of fees and expenses it incurred totaling $980,134
as agent to the indenture trustee under a Junior Subordinated
Indenture in the principal amount of $200,000,000.

In February 2006, GGP Limited Partnership entered into the
Indenture with Lasalle Bank National Association as original
indenture trustee.  In April 2009, Wilmington Trust Company
replaced LaSalle as the Indenture Trustee under the Indenture.
In October 2009, HSBC Trust Company, N.A. replaced WTC as
Indenture Trustee.

The Third Amended Joint Plan of Reorganization provided that
claims under the Indenture would be cured and the Indenture
reinstated.  The Plan further provided a mechanism by which the
Indenture Trustee could seek reimbursement of its reasonable
accrued and unpaid fees and expenses, including reasonable
attorneys' fees, allowable under the Indenture.

Consistent with the Plan, in November 2010, HSBC submitted to the
Reorganized Debtors a statement seeking reimbursement of fees and
expenses incurred by it and WTC for $200,000.  In January 2011,
HSBC forwarded Taberna's January 19, 2011 request for payment of
fees and expenses totaling $980,134.

The Reorganized Debtors and the U.S. Trustee for Region 2
objected to Taberna's request, arguing that the Taberna Request
was not for reimbursement for an Indenture Trustee Fee Claim as
contemplated by the Plan because Taberna was neither the
Indenture Trustee nor an agent of the Indenture Trustee.  Taberna
and the Reorganized Debtors have engaged in extensive discussions
to resolve all of the Informal Objections.  Notwithstanding those
efforts, the parties could not resolve their differences.

Gerard S. Catalanello, Esq., at Duane Morris LLP, in New York,
insists that Taberna was named agent of the Indenture Trustee --
at that time, WTC -- on April 24, 2009, at the formation meeting
for the Official Committee of Unsecured Creditors in these
Chapter 11 cases.  Indeed, actions taken by Patrick Healy of WTC,
and Richard Bernard, counsel to WTC, at the Meeting constituted a
manifestation by WTC that Taberna should act for it as Indenture
Trustee to represent the interests of the TruPS Holders on the
Committee, Mr. Catalanello asserts.

According to Mr. Catalanello, when Messrs. Healy and Bernard
informed Howard Altschul, principal of Waterbridge Advisors LLC,
who attended the Meeting on behalf of Taberna, that "Wilmington
would not represent the interests of the TruPS Holders on the
Committee and that Taberna would have to seek appointment to the
Committee for the benefit of the TruPS Holders" they were, in
effect, asking Taberna to step into the role of Indenture Trustee
to protect the TruPS Holders because WTC had a disqualifying
conflict.

Mr. Catalanello avers that at all relevant times, Taberna
believed and acted in all respects as if it sat on the Creditors'
Committee as the designee or agent of the Indenture Trustee for
the benefit of all of the TruPS Holders.  Taberna also understood
that WTC was in control of the relationship, but given WTC's
disabling conflict, it was impossible for WTC to exercise that
control, Mr. Catalanello says.  Had WTC exercised day to day
control over Taberna's activities it would have been in direct
conflict with its fiduciary duties to the other holders it
represented on the Creditors' Committee, according to Mr.
Catalanello.

Given the fees and expenses incurred by WTC and HSBC in the
Reorganized Debtors' bankruptcy cases, which are comparatively de
minimus when considered in light of the amount of debt under the
Indenture and the amounts expended by other indenture trustees,
it appears that WTC and HSBC were more than willing to allow
Taberna to carry the burden of protecting the TruPS Holders
interests, Mr. Catalanello maintains.

The Court will consider Taberna's request on May 17, 2011.
Objections are due May 10.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Files Objection to Credit Suisse $17.5-Mil. Claim
-----------------------------------------------------------------
GGP, Inc. and its debtor affiliates ask Judge Allan L. Gropper of
the U.S. Bankruptcy Court for the Southern District of New York
to:

  (1) allow Claim No. 4823 filed by Credit Suisse International
      in an agreed amount comprised of:

      -- the amount due on early termination totaling
         $17,114,789; and

      -- default interest totaling $501,648, where interest has
         been calculated from April 8, 2009 through May 6, 2011,
         but will continue to accrue until the date of payment
         unless the parties agree otherwise; and

  (2) deny any request for interest in connection with the "2006
      Facility" or any other amounts in connection with the
      Claim by Credit Suisse.

In October 2008, GGP LP and Credit Suisse entered into a 1992
form ISDA Master Agreement and a schedule to the Master
Agreement.  In compliance with the Second Amended and Restated
Credit Facility dated February 24, 2006, GGP LP and Credit Suisse
entered into a single fixed/floating interest rate swap with a
notional amount of $500,000,000 and a trade date of July 11,
2008.  On April 1, 2009, GGP LP failed to make a required monthly
payment of $1,170,050.  In April 2009, Credit Suisse sent a
notice designating April 8, 2009 as the early termination date in
respect of the Transaction on the grounds that GGP LP's failure
to cure its default within three days constituted an event of
default under the ISDA Agreement.  Subsequently, Credit Suisse
sent a statement calculating $17,114,789 as the total amount
payable upon early termination by GGP LP to Credit Suisse, the
Early Termination Payment.

The Early Termination Payment includes a primary settlement
amount of $15,944,250, the missed payment of $1,170,050, and
interest on the missed payment from April 1, 2009 through April
8, 2009 of $489.  In November 2009, Credit Suisse filed the Claim
asserting a secured claim against GGP LP for $17,123,299,
comprised of $17,114,300 and $8,999 in interest as of April 16,
2009.  Interest has continued to accrue since that date.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that the Reorganized Debtors have been actively
negotiating with Credit Suisse and have agreed to pay the Early
Termination Payment under the ISDA Agreement totaling $17,114,789
and interest calculated under the ISDA Agreement totaling
$501,648.  The Reorganized Debtors believe that payment of those
amounts constitutes full satisfaction of the Claim.

However, Credit Suisse has asserted that it is also entitled to
interest calculated at the rate under the Second Amended and
Restated Credit Agreement dated February 24, 2006, but has not
definitively stated which interest rate or rates it is claiming
under the 2006 Facility, Ms. Goldstein tells Judge Gropper.  It
is also uncertain whether Credit Suisse is asserting an
entitlement to interest under the 2006 Facility over and above
the interest due under the ISDA Agreement, or the difference
between the interest as calculated under the ISDA Agreement and
interest as calculated under the 2006 Facility, she says.

Ms. Goldstein argues that the ISDA Agreement contains a
comprehensive integration clause which makes clear that the ISDA
Agreement supersedes any prior writings or oral communications,
like the 2006 Facility, and sets forth the entire agreement
between the parties.  Moreover, the interest provisions of the
2006 Facility were not intended to cover agreements like the ISDA
Agreement, she points out.  These provisions are only triggered
by amounts payable under the 2006 Facility, and it is clear that
the Early Termination Payment is an amount payable under the ISDA
Agreement and not the 2006 Facility, she explains.  At best, the
Settlement Amount includes interest in accordance with the terms
of the ISDA Agreement, she asserts.

"It is thus a violation of the plain language of the ISDA
Agreement to incorporate the interest provisions of the 2006
Facility into the ISDA Agreement, and it is unclear why Credit
Suisse insists on doing so," Ms. Goldstein maintains.

The Court will consider the Reorganized Debtors' Objection on
July 21, 2011.  Objections are due June 20.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: U.S. Trustee Opposes New World Reimbursement
------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, opposes
General Trust Company's request for reimbursement of expenses
related to the services provided by New World Realty Advisors,
LLC from December 22, 2009 through October 26, 2010 for $598,337.

The United States Trustee objects to GTC's request asserting
that:

  * GTC is not entitled to reimbursement pursuant to Section
    503(b)(3)(F) of the Bankruptcy Code as that section only
    entitles a committee member to have an administrative
    expense claim for expenses incurred in the performance of
    committee duties, like expenses for travel, lodging and
    meal expenses incurred while attending committee meetings or
    court hearings.  It does not entitle GTC to reimbursement of
    professional fees.

  * Section 503(b)(3)(D) similarly does not entitle GTC to
    reimbursement for fees related to NWRA's services because
    the language of Section 503(b)(4) is clear and unambiguous
    that the reimbursement is limited to attorneys and
    accountants, not financial advisors like NWRA.

  * The NWRA services for which GTC is seeking reimbursement are
    services that NWRA provided as de facto financial advisor to
    the Official Committee of Equity Security Holders.  The
    Equity Committee should have formally retained NWRA as one
    of its professionals, and by failing to do so GTC should not
    seek to circumvent the clear requirements of Section 1103 of
    the Bankruptcy Code and seek reimbursement for NWRA's
    professional fees as an administrative expense.

The Court will consider General Trust's fee request on
May 17, 2011.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Brown Rudnick Defends Fees
------------------------------------------
Brown Rudnick LLP, counsel for Wilmington Trust FSB, as indenture
trustee for the $1.55 billion 3.98% Exchangeable Notes due 2027,
complains that the objections to its fee request downplay its
significant role and contributions while mischaracterizing its
services in the Reorganized Debtors' estates.

Among other things, Brown Rudnick (i) served as deal broker at
critical junctures; (ii) was the only legal advisor on behalf of
the Exchangeable Notes that engaged in comprehensive negotiations
over the terms of the Debtors' employee incentive programs; and
(iii) was heavily engaged in efforts resulting in payment in full
of all unsecured debt and substantial recoveries to the Debtors'
equity holders, Edward S. Weisfelner, Esq., a partner at Brown
Rudnick, in New York, tells Judge Gropper.  Thus, Brown Rudnick's
legal services were exceedingly reasonable in light of its
efforts to maximize the recovery to the Debtors' estates,
especially when compared to those fees charged by other
professionals in these cases, he insists.

While Brown Rudnick does not dispute the fact that this highly
successful result is a product of the hard work and efforts of
many parties; however, the involvement of many professionals and
constituencies in this achievement certainly does not preclude a
party from asserting a claim for substantial contribution, Mr.
Weisfelner argues.  Instead, Brown Rudnick's unique and
significant contributions are the reason the firm filed its
application, he insists.

                       *     *     *

Pursuant to a Court-approved settlement in connection with
Wilmington Trust's fees, Brown Rudnick's request to allow a
substantial contribution claim pursuant to Section 503(b) of the
Bankruptcy Code will be deemed withdrawn.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GIORDANO'S ENTERPRISES: Wants Court's OK on Funds Turnover
----------------------------------------------------------
Giordano's Enterprises, Inc., et al., asks the U.S. Bankruptcy
Court for the Northern District of Illinois, to approve the
agreement between the Debtors and Bank of America, N.A., for
turnover of funds by the Bank of America to the Debtors.

Prior to the petition date, on Feb. 14, 2011, each of Marie's Best
Pizza, Inc. d/b/a Giordano's of Oak Park, Jason's Pizza, Inc.
d/b/a Giordano's of Glen Ellyn, Giordano's of Hyde Park and
Athena's Pizza, Inc. d/b/a/ Giordano's of Irving Park, who are
franchisees of Giordano's, issued a check for payment of product
purchased from one of the Debtors, Americana Foods, Inc.  The
checks were made payable to the order of "Americana Enterprises
and Saputo Cheese."  Saputo Cheese USA, Inc., is a vendor of
Americana.  The aggregate amount of the checks is $112,368.31.  On
the morning of the petition date, Americana deposited the checks
in its bank account at Bank of America.

The Bank had put an administrative hold on the funds from the
deposits of the checks in the Americana Account, due to the
outstanding issued relating to the deposit of the checks without
the endorsement of Saputo.  Saputo has no objection to the Bank
allowing Americana full use of the funds.

Bank of America has agreed to turnover the funds to the Debtors,
provided that the Debtor indemnify the Bank from any liability for
accepting the checks for deposit into the Americana Account.  The
Debtors have agreed to this condition.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GLOBAL CROSSING: FMR LLC Discloses 3.632% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, FMR LLC and Edward C. Johnson 3d disclosed that they
beneficially own 2,219,987 shares of common stock of Global
Crossing Ltd. representing 3.632% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/IAsVEi

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The Company's balance sheet at March 31, 2011, showed $2.26
billion in total assets, $2.78 billion in total liabilities and a
$525 million total shareholders' deficit.


GOURMET KITCHENS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gourmet Kitchens, Inc.
        fka Last Minute Gourmet
        200 N. Artesian Ave
        Chicago, IL 60612

Bankruptcy Case No.: 11-19605

Chapter 11 Petition Date: May 8, 2011

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Nathan Q. Rugg, Esq.
                  ADELMAN & GETTLEMAN, LTD.
                  53 W. Jackson Blvd., # 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050
                  E-mail: nqr@ag-ltd.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/ilnb11-19605.pdf

The petition was signed by Lisa Johnson, president.


GREENWOOD ESTATES: Taps Brian D. Flanagan to Appraise Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Greenwood Estates MHC LLC to employ Brian D. Flanagan
and Property Evaluation Advisors, Inc. as appraisers.

The firm is expected to, among other things:

   -- inspect the manufactured home community, consisting of 593
      sites, situated on a 96.358 acre lot, located at 1598 US 31
      South, Greenwood, Indiana;

   -- research regarding the real estate market; and

   -- review and comment on work product provided by other
      appraisers.

The Debtor related that the property is subject to a purported
fist mortgage in favor of Capmark Finance, Inc., securing a claim
of approximately $25,000,000.  The lender is also asserting that
it is secured with respect to the rents generated at the property.

The Debtor is also authorized to pay the firm a postpetition
retainer from available cash collateral in the amount of $7,000
and an additional $5,000 upon the completion of the assignment.

At the hearing, Judge Susan Pierson Sonderby also considered the
objection of Capmark.  Judge Sonderby ruled that the interest of
Capmark to the rents generated by the real estate owned by the
Debtor is adequately protected only to the extent of the payments.

                     About Greenwood Estates

Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner
of a manufactured community, consisting of 594 sites, situated on
96.358 acres located at 1598 US 31 South, Greenwood, Indiana.  The
Company filed for Chapter 11 bankruptcy protection on July 30,
2010 (Bankr. N.D. Ill. Case No. 10-33988).  Eugene Crane, Esq.,
Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman,
Simon, Welch & Clar, in Chicago, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
assets of $28,601,206 and liabilities of $25,456,180 as of the
petition date.


GLOBAL INDUSTRIES: Insurers Can Challenge Chapter 11 Plan
---------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Third Circuit
ruled Wednesday that a group of insurers can challenge asbestos
claims provisions of Global Industries Technologies Inc.'s
bankruptcy plan, a precedential move dissenting judges say
improperly lowers the threshold for claiming injury in bankruptcy
proceedings.

After an en banc hearing, six circuit judges vacated a
Pennsylvania district court's ruling that had denied the
appellants -- a group that includes Hartford Accident and
Indemnity Co., Century Indemnity Co. and Twin City Fire Insurance
Co. -- standing to challenge GIT's reorganization plan, according
to Law360.


GRAHAM PACKAGING: Reports $14.7 Mil. Net Income in First Quarter
----------------------------------------------------------------
Graham Packaging Holdings Company filed with the U.S. Securities
and Exchange Commission a Form 10-Q reporting net income of
$14.72 million on $756.49 million of net sales for the three
months ended March 31, 2011, compared with a net loss of
$20.78 million on $585.57 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.94
billion in total assets, $3.40 billion in total liabilities, and a
$462.62 million total partners' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/oHUnCG

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GREENBRIER COS: S&P Retains 'B' CCR; Outlook Remains Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrawn its ratings on Lake
Oswego, Ore.-based The Greenbrier Cos. Inc.'s senior 2.375% senior
convertible notes due 2026 at the company's request.

The 'B-' corporate credit rating and stable outlook on Greenbrier
reflects the company's fair business risk profile, stemming from
the cyclicality of the freight car manufacturing industry and
limited customer diversity. The company also has a highly
leveraged financial risk profile, marked by increased debt
balances because of acquisitions completed in past years.


GREENTREE GAS: Sells Oil and Gas Assets, To Submit BIA Proposal
---------------------------------------------------------------
Greentree Gas & Oil Ltd., an explorer and producer of oil and
natural gas in southwestern Ontario, filed a notice of intention
to make a proposal to its creditors under the Bankruptcy and
Insolvency Act (Canada).  In conjunction with this filing,
Greentree completed a sale of all its oil and gas assets to On-
Energy Corp for a gross purchase price of $2.575 million on April
15, 2011. Headquartered in London, Ontario, Greentree's intention
is to file a proposal to its creditors with the proposal being
funded from the net funds remaining from the asset sale after
paying amounts owing to the Company's secured creditors.


GREYSTONE PHARMACEUTICALS: Court OKs Appointment of Trustee
-----------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District Of Tennessee granted Fifth Third Bank's request
to appoint a Chapter 11 trustee in the case of Greystone
Pharmaceuticals, Inc.

Fifth Third asked that the Court convert the Debtor's case to one
under Chapter 7 of the Bankruptcy Code, or in the alternative,
appoint a trustee because:

   -- the Debtor's case has been pending for 18 months;

   -- days have elapsed since the filing of the Greg P. Pilant
      Disclosure Statement on Jan. 25, 2010; and

   -- days have elapsed since the filing of the Existing Fifth
      Third objection, there has, unfortunately, been no material
      progress towards promulgation of an acceptable plan and
      disclosure statement in the Debtor's case.

The Court also ordered that upon appointment of a Chapter 11
trustee, the Debtor withdraws without prejudice its motion to
convert, thereby rendering moot all objections to the motion to
convert.

The objections filed included that of:

   a) the Unsecured Creditors Committee which was filed on Feb. 1;
      and

   b) First Texas Medical Partners, LLC, filed on Feb. 7.

The Debtor is represented by:

         HARRIS SHELTON HANOVER WALSH, PLLC
         John L. Ryder, Esq.
         2700 One Commerce Square
         Memphis, TN 38103-2555
         Tel: (901) 525-1455
         Fax: (901) 526-4084
         E-mail:jlr@harrisshelton.com

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  David J. Cocke, Esq., at Evans Petree
PC, in Memphis, Tenn., represents the Unsecured Creditor's
Committee as counsel.  In its schedules, the Debtor disclosed
$25,467,546 in assets, and $22,601,150 in liabilities as of the
petition date.


GRUBB & ELLIS: Pine River Discloses 0% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Pine River Capital Management L.P. and its
affiliates disclosed that they do not beneficially own any shares
of common stock of Grubb & Ellis Company.

On April 29, 2011, Pine River sold out of its position in the
7.95% Senior Convertible Notes Due 2015, which were convertible as
of that date into 891,166 shares of Common Stock.  The calculation
of percentage ownership was based on 69,921,581 shares of Common
Stock outstanding as of March 28, 2011, as disclosed in the
Company's Form 10-K filed on March 31, 2011, plus 891,166 shares
of Common Stock that would be issued upon conversion of the
Convertible Notes of the Issuer held by Pine River.

On March 8, 2011, the Company commenced a solicitation of consents
from the holders of its Convertible Notes.  The proposed
amendments to the Indenture required consent of holders of more
than 50% of the Convertible Notes.

On March 18, 2011, Nisswa Convertibles Master Fund Ltd., Zazove
Associates, LLC, Cohanzick Management, LLC, and Stonerise Capital
Partners Master Fund LP entered into a written lock-up agreement
pursuant to which, among other things, each of them agreed,
subject to certain exceptions, that they would not deliver
consents to the proposed amendments in the Consent Solicitation
with respect to such Locked-Up Holder's Convertible Notes.  The
Lock-Up Agreement expired by its terms on April 29, 2011, and the
Reporting Person sold its position in the Convertible Notes.

As of the date of the original 13D filing, the Locked-Up Holders
beneficially owned, in the aggregate, $16,350,000 principal amount
of the Convertible Notes, which were convertible as of the date of
that Schedule 13D into 7,285,282 shares of Common Stock, which
represented 9.5% of the outstanding shares of Common Stock. The
calculation of percentage ownership was based on 69,419,590 shares
of Common Stock outstanding as of Oct. 29, 2010, as disclosed in
the Company's Form 10-Q filed on Nov. 12, 2010 plus 7,285,282
shares of Common Stock that would have been issued upon conversion
of the Convertible Notes of the Company held by the Locked Up
Holders.

A full-text copy of the regulatory filing is available for free at
http://is.gd/aFJixO

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


GRUBB & ELLIS: Nisswa Convertibles Discloses 0% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Nisswa Convertibles Master Fund Ltd. and its
affiliates disclosed that they do not beneficially own any shares
of common stock of Grubb & Ellis Company.

On March 8, 2011, the Company commenced a solicitation of consents
from the holders of its Convertible Notes.  The proposed
amendments to the Indenture required consent of holders of more
than 50 percent of the Convertible Notes.

On March 18, 2011, Nisswa Convertibles Master Fund Ltd., Zazove
Associates, LLC, Cohanzick Management, LLC, and Stonerise Capital
Partners Master Fund LP entered into a written lock-up agreement
pursuant to which, among other things, each of them agreed,
subject to certain exceptions, that they would not deliver
consents to the proposed amendments in the Consent Solicitation
with respect to such Locked-Up Holder's Convertible Notes.

As of the date of the original 13D filing, the Locked-Up Holders
beneficially owned, in the aggregate, $16,350,000 principal amount
of the Convertible Notes, which were convertible as of the date of
that Schedule 13D into 7,285,282 shares of Common Stock, which
represented 9.5% of the outstanding shares of Common Stock.  The
calculation of percentage ownership was based on 69,419,590 shares
of Common Stock outstanding as of Oct. 29, 2010, as disclosed in
the Company's Form 10-Q filed on Nov. 12, 2010 plus 7,285,282
shares of Common Stock that would have been issued upon conversion
of the Convertible Notes of the Company held by the Locked Up
Holders.

On April 29, 2011, Nisswa sold out of its position in the 7.95%
Senior Convertible Notes Due 2015, which were convertible as of
that date into 891,166 shares of Common Stock.  The calculation of
percentage ownership was based on 69,921,581 shares of Common
Stock outstanding as of March 28, 2011, as disclosed in the
Company's Form 10-K filed on March 31, 2011 plus 891,166 shares of
Common Stock that would be issued upon conversion of the
Convertible Notes of the Company held by Nisswa.

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


GRUBB & ELLIS: Won't Host Investor Conference Call for Q1
---------------------------------------------------------
Grubb & Ellis Company will file a Form 10-Q with the Securities
and Exchange Commission detailing its first quarter 2011 results
on or about May 16, 2011.  The company will not issue a first
quarter 2011 press release or host an investor conference call in
light of its announcement on March 21 that the company had
retained an investment advisor to explore strategic alternatives.

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


GUARANTY FINANCIAL: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Guaranty Financial Group Inc. received approval of
its Chapter 11 plan at the May 11 confirmation hearing.  Guaranty
Financial's plan barely received the required two-thirds vote in
four creditor classes.  Unsecured creditors with $382 million in
claims were told in the disclosure statement to expect a recovery
between 1% and 3%, or more if lawsuits are successful.  Unsecured
claims include $318 million from trust preferred securities.

The Federal Deposit Insurance Corp., as receiver for Guaranty
Financial's failed banking unit, asserted it was entitled to tax
refunds and asserted a claim for $1.977 billion in capital
contributions that should have been made to the bank subsidiary.
According to the report, the Plan resulted from a settlement
between the FDIC and the indenture trustee for noteholders.  The
FDIC will receive part of the remaining cash and all of the tax
refunds, which are estimated to be $3.49 million. Unsecured
creditors receive whatever is collected by a liquidating trust.

                      About Guaranty Financial

Dallas, Texas-based Guaranty Financial Group Inc. --
http://www.guarantygroup.com/-- was a unitary savings and loan
holding company.  The Company's primary operating entities were
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty
Financial filed for bankruptcy after the Guaranty bank was seized
by regulators and sent to receivership under the Federal Deposit
Insurance Corporation.  Before the bank was taken over, the
balance sheet of the holding company had $15.4 billion in assets
as of Sept. 30, 2008.

Guaranty Financial and its affiliates filed for Chapter 11 (Bankr.
N.D. Tex. Case No. 09-35582) on Aug. 27, 2009.  Attorneys at
Haynes & Boone, LLP, serve as the Debtors' bankruptcy counsel.
According to the schedules attached to its petition, the Company
disclosed $24.3 million in total assets and $323.4 million in
total debts, including $305.0 million in trust preferred
securities.


HAMPTON ROADS: Announces Appointments to Special Assets Team
------------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that veteran banking
executives Russell A. Carter, Michael K. Imperial, and Alvin D.
Woods have joined the Company as Senior Vice Presidents and
Special Asset Officers.  They will be responsible for analyzing
problem credits, developing courses of action to resolve troubled
loans and executing strategies to optimize resolution of
classified assets.  They will be based in Norfolk and will report
to Paul Driscoll, Senior Vice President, Associate General Counsel
and Director of Special Assets.

"A key objective in our plan to return to profitability and create
value for our shareholders is to efficiently and effectively
resolve our non-performing assets and maximize the value of our
existing loan portfolio," said John A. B. "Andy" Davies, Jr., the
Company's President and Chief Executive Officer.  "We are also
working diligently to ensure that we have a strong lending team
and framework in place for the future.  I have known and worked
with Russell, Mike and Al for many years.  They bring over a
century of combined lending experience in our regions and I am
confident that they will help us achieve both objectives."

Mr. Carter has 37 years of banking experience in the Hampton Roads
area.  Prior to joining the Company, he spent twenty seven years
at Bank of America and its predecessor institutions NationsBank
and Sovran Bank, most recently as a Senior Vice President and
Credit Products Officer focusing on residential land development
and construction loans.  Prior to that, Mr. Carter was a Senior
Vice President and Residential Relationship Manager, responsible
for a residential loan portfolio that grew from $20 million to
exceed $100 million in size during his tenure.  Prior to working
for Bank of America, he spent ten years in branch operations at
Virginia National Bank.  Mr. Carter graduated from the College of
William and Mary with a Bachelor of Arts in Business
Administration.

With four decades of banking experience in the Hampton Roads area,
Mr. Imperial served for the past five years as Senior Vice
President of Commercial Lending at Bank @Lantec in Virginia Beach,
where he focused on the bank's commercial real estate loan
portfolio and also served on the executive management and loan
committees.  Prior to that, Mr. Imperial held senior commercial
lending positions with First Community Bank and SouthTrust Bank.
His work experience also includes 12 years in commercial and real
estate lending at Wachovia Bank, N.A., and nine years at SunTrust
Bank (formerly United Virginia Bank).  Mr. Imperial graduated from
Old Dominion University with a Bachelor of Science in Business
Administration.

Mr. Woods has four decades of banking experience in the Hampton
Roads and Washington, D.C. metropolitan areas.  Most recently, Mr.
Woods was a Special Assets Officer at Bank of the Commonwealth.
He served for ten years as Chief Lending Officer at CENIT Bank in
Norfolk, Virginia, where he supervised all lending operations and
chaired the loan committee for the $500 million institution.
Previously, he was an Executive Vice President and manager of the
Metro D.C. real estate finance division at C&S Sovran Corp., where
he oversaw a $1.5 billion commercial and residential loan
portfolio.  He also served for ten years as a regional executive
and manager of Sovran Bank's Hampton Roads region.  Mr. Woods
graduated from Old Dominion University with a Bachelor of Science
in Business Administration.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion
in total assets, $2.71 billion in total liabilities and $190.79
million in total shareholders' equity.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended Dec. 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.


HARRY & DAVID: Taps DJM Realty as Real Estate Consultants
---------------------------------------------------------
Harry & David Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ DJM
Realty Services, LLC, as real estate consultants, nunc pro tunc to
April 22, 2011.

DJM will perform the following services:

(a) Meeting with the Debtors to ascertain the Debtors' goals,
     objectives and financial parameters;

(b) Negotiating the modification of certain of the Debtors'
     Leases, as directed by the Debtors, to obtain rent reductions
     or other advantageous modifications;

(c) Negotiating the termination, assignment or other disposition
     of certain of the Leases, as may be directed by the Debtors,
     including preparing and implementing a marketing plan
     therefor and assisting the Debtors at any auctions of those
     Leases, if needed;

(d) As may be directed by the Debtors, negotiating waivers or
     reductions of prepetition cure amounts and Bankruptcy Code
     Section 502(b)(6) claims with respect to Leases;

(e) As may be directed by the Debtors, negotiating with landlords
     to obtain extensions of time to assume or reject Leases; and

(f) Reporting periodically to the Debtors regarding the status of
     negotiations.

The Debtors believe that DJM is a "disinterested person", as that
term is defined in Section 101(14) of the Bankruptcy Code.

Subject to Court approval, the Debtors will compensate DJM in
accordance with the terms and conditions of the Consulting
Services Agreement.

The Consulting Services Agreement also provides that the Debtors
and DJM will mutually indemnify, hold harmless, and defend one
another and their affiliates, officers, directors, employees and
agents from and against any and all claims, demands, penalties,
losses, costs, liabilities or damages, including without
limitation, reasonable attorney's fees and expenses, to the extent
directly or indirectly arising or resulting from (i) any
negligence, gross negligence or willful misconduct by the
indemnifying party, and/or (ii) any breach of the Consulting
Services Agreement by the indemnifying party.

A copy of the motion, which includes a summary description of
DJM's compensation structure, is available for free at:

     http://bankrupt.com/misc/harry&david.djmemploymotion.pdf

                       About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARRY & DAVID: Can Employ Richards Layton as Bankruptcy Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Harry & David Holdings, Inc., et al., permission to employ
Richards, Layton & Finger P.A. as the Debtors' bankruptcy co-
counsel, nunc pro tunc to the petition date.

As reported in the TCR on April 18, 2011, RLF will advise the
Debtors of their rights, powers, and duties as debtors and debtors
in possession in the continued operation of their business and
management of their properties.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professionals                  Hourly Rates
   -------------                  ------------
   Daniel J. DeFranceschi, Esq.   $650
   Paul N. Heath, Esq.            $550
   Zachary I. Shapiro, Esq.       $315
   Tyler D. Semmelman, Esq.       $255
   Barbara J. Witters, Esq.       $200

The Debtors assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARTMARX CORP: Seaford Workers Have $150,000 Settlement
-------------------------------------------------------
Ed Tibbetts at the Quad-City Times reports that nearly two years
after the closing of the Seaford Clothing plant in Rock Island, an
attorney said that an agreement has been reached settling a claim
for back wages filed on behalf of the workers.  But the $150,000
settlement is much less than the nearly $2.4 million sought by the
union representing the workers.  The Chicago and Midwest Regional
Joint Board, a unit of the Workers United, filed the claim in
August 2009 in federal bankruptcy court, saying Hartmarx Corp.,
Seaford's parent, had violated federal law when it closed the
plant without 60 days notice.  The union filed the claim after
Seaford's doors abruptly were closed Aug. 7, 2009, in the wake of
a deal by London-based Emerisque Brands and SKNL North America to
purchase Hartmarx.

                        About Hartmarx Corp

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produced and marketed business,
casual, and golf apparel under its own brands, which included Hart
Schaffner Marx, Hickey-Freeman, Palm Beach and Coppley, among
others.  A drop off in demand for tailored clothing led to poor
sales.  The company and 51 affiliates sought Chapter 11 bankruptcy
protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No.
09-02046).  George N. Panagakis, Esq., Felicia Gerber Perlman,
Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.
The Debtors disclosed $483,108,000 in total assets and
$261,220,000 in total debts as of Aug. 31, 2008.

In June 2009, Hartmark received permission to sell it business to
Emerisque Brands U.K. Ltd. and SKNL North America Ltd. for
$119 million, including $70.5 million cash, the assumption of
$33.5 million in debt, and a junior secured note for $15 million.


HCA HOLDINGS: Registers 4.13 Million Shares for Incentive Plan
--------------------------------------------------------------
HCA Holdings, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering an
aggregate 4.13 million shares of common stock under the HCA-
Hospital Corporation of America Nonqualified Initial Option Plan,
HCA Inc. 2000 Equity Incentive Plan and HCA 2005 Equity Incentive
Plan.  A full-text copy of the filing is available for free at:

                        http://is.gd/PinZDn

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months
ended Sept. 30, 2010, the company recognized revenue in excess
of $30 billion.

The Company's balance sheet at Dec. 31, 2010 showed $23.85 billion
in total assets, $34.64 billion in total liabilities and
$10.79 billion in stockholders' deficit.

                          *     *     *

In November 2010, Moody's Investors Service confirmed the existing
ratings of HCA, including the 'B2' Corporate Family and
Probability of Default Ratings.  Moody's assigned a Caa1 (LGD6,
96%) rating to HCA, Inc.'s proposed offering of $1.525 billion of
senior unsecured notes due 2021 to be issued at a parent holding
company.

HCA's 'B2' Corporate Family Rating anticipates that the company
will continue to operate with significant leverage.  Pro forma for
the proposed debt financed distribution Moody's estimate that
adjusted leverage would have been 5.2 times at Sept. 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEALTHSOUTH CORP: Moody's Puts Ba1 Sr. Credit Facility Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD 2, 12%) rating to
HealthSouth Corp.'s amended and restated $600 million senior
secured credit facilities, consisting of a $500 million revolver
expiring 2016 and a $100 million term loan due 2016. Moody's also
changed the rating outlook to positive from stable. Concurrently,
Moody's affirmed the Corporate Family and Probability of Default
Ratings at B1, the existing unsecured note rating at B2 (LGD 4,
68%) and the Speculative Grade Liquidity Rating at SGL-2. Moody's
also withdrew the rating on the company's existing revolver
expiring 2015.

Moody's understands that HealthSouth plans to use available cash
and proceeds from the new credit facility to exercise the call
option on $335 million of the 10.75% senior notes due 2016. The
10.75% unsecured notes have an initial call date of June 15, 2011,
at a price of 105.375%.

Ratings assigned:

   -- $500 million senior secured revolver expiring 2016, Ba1 (LGD
      2, 12%)

   -- $100 million senior secured term loan, Ba1 (LGD 2, 12%)

Ratings affirmed/LGD assessments revised:

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

   -- 10.75% senior unsecured notes due 2016 to B2 (LGD 4, 68%)
      from B2 (LGD 4, 63%)

   -- 8.125% senior unsecured notes due 2020 to B2 (LGD 4, 68%)
      from B2 (LGD 4, 63%)

   -- 7.25% senior unsecured notes due 2018 to B2 (LGD 4, 68%)
      from B2 (LGD 4, 63%)

   -- 7.75% senior unsecured notes due 2022 to B2 (LGD 4, 68%)
      from B2 (LGD 4, 63%)

Ratings withdrawn:

   -- $500 million senior secured revolver expiring 2015, Ba1 (LGD
      1, 7%)

Ratings Rationale

HealthSouth's B1 Corporate Family Rating reflects risks associated
with reliance on the Medicare program for a significant portion of
revenue and limited services in one niche of the post-acute
continuum of care. It also reflects the company's considerable
leverage. However, Moody's acknowledges that pro forma leverage
will be strong for the single B rating category. Moody's also
expects the anticipated reduction of the higher cost 10.75% senior
notes to benefit the already robust interest coverage metrics and
stable cash flow generation.

The positive outlook reflects Moody's expectation of continued
progress in reducing leverage, in accordance with the company's
publicly stated goals, through both debt reduction and continued
EBITDA growth. Moody's expects the company's recent opening of new
facilities to further benefit operating results and anticipate
that available free cash flow will be used to further invest in
the company's core business.

Ratings could be upgraded if HealthSouth can sustain debt/EBITDA
below 4.5 times and interest coverage above 2.0 times. Moody's
would expect to see the company sustain metrics within these
parameters, firmly positioning itself in the Ba rating category,
prior to a rating upgrade given its concern around the high
exposure to Medicare and the company's limited service offering.

If Moody's expects debt/EBITDA to increase above 5.0 times, either
through unforeseen adverse developments in operations or in
Medicare reimbursement, Moody's could downgrade the ratings.
Moody's could also downgrade the ratings if the company were to
engage in a significant debt financed acquisition or shareholder
initiative.

For further details, refer to Moody's Credit Opinion for
HealthSouth Corp. on Moodys.com

The principal methodology used in rating HealthSouth Corp was
Global For-Profit Hospital Industry Methodology, published
September 2008. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.


HEALTHSOUTH CORP: S&P Puts BB Rating on Term Loan, Affirms B+ CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
of 'BB' (two notches above the corporate credit rating) and
assigned a recovery rating of '1' to HealthSouth's  new revolving
credit facility and term loan. "We affirmed our 'B+' corporate
credit rating on the company, and revised our rating outlook to
positive from stable," S&P said.

"The ratings on HealthSouth Corp. reflect the company's weak
business risk profile highlighted by its narrow service niche and
difficult regulatory and reimbursement environment," said Standard
& Poor's credit analyst David Peknay. HealthSouth is the largest
provider of inpatient rehabilitative health care services in the
U.S. The ratings also reflect HealthSouth's aggressive financial
risk profile, characterized by adjusted debt leverage of 4.2x and
funds from operations (FFO) to adjusted debt of about 17%.
Liquidity is strong.

"We believe HealthSouth's operation in one business that is
reliant on one source for a large percentage of its revenues as
one of the key risk factors that define its business risk profile.
With over two-thirds of its total revenues subject to Medicare
reimbursement and regulatory changes for inpatient rehabilitation
services, we view HealthSouth as being vulnerable in the long-term
to adverse reimbursement and regulatory risks in its inpatient
rehabilitation business," according to S&P.


HENDRICKS FURNITURE: Original Owners to Open Third Store
--------------------------------------------------------
Furniture Today reports that the original owners of Norris
Furniture, who sold out to Hendricks Furniture Group only to watch
the stores go out of business, are about to open their third store
in a little over a year.

According to the report, the Naples News reported that Larry and
Renee Norris will open Norris Home Furnishings in a two-level,
46,000-square-foot former Norris Furniture & Interiors building on
U.S. 41 North in Naples, Florida.  They had sold their original
upscale Norris business to Hendricks in 1998.

Hendricks, parent company of Boyles Furniture & Rugs, filed for
Chapter 11 bankruptcy protection in 2009 and later emerged, but
ended up liquidating its last stores earlier this year.  It had
closed the Norris stores before the bankruptcy filing.

The Norrises got back into the furniture business in January 2010
with the opening of their first new store in Fort Myers, Flordia.
They opened a second earlier this year in Sanibel, Flordia,
according to the report.

                    About Hendricks Furniture

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture.  The
Company and Classic Moving and Storage filed for Chapter 11
protection (Bankr. W.D. N.C. Lead Case No. 09-50790) on June 10,
2009.  Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A.,
represented the Debtors in their restructuring effort.  Hendricks
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts in its petition.  Hendricks Furniture Group
emerged from Chapter 11 protection in January 2010.


HERCULES OFFSHORE: Seahawk Drilling Holds 16.24% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Seahawk Drilling, Inc., disclosed that it beneficially
owns 22,321,425 shares of common stock of Hercules Offshore, Inc.,
representing 16.24% of the shares outstanding.  As of April 27,
2011, there were 137,436,781 shares of common stock outstanding.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company's balance sheet at March 31, 2011 showed $2.01 billion
in total assets, $1.17 billion in total liabilities and $839.03
million in stockholders' equity.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HERITAGE ORGANIZATION: Trustee Loses Bid to Recover Lexus Vehicle
-----------------------------------------------------------------
Bankruptcy Judge Barbara J. Houser ruled that, Dennis Faulkner, as
Trustee of the Heritage Creditors Trust, does not have standing to
assert his claim under 11 U.S.C. Section 550 with respect to the
alleged transfer in 2009 of a Lexus vehicle to Patricia Mason.
The Court also dismissed the Chapter 11 Trustee's claim pursuant
to Texas Business & Commerce Code Sections 24.005, 24.008, 24.009
claim against Ms. Mason is dismissed for lack of subject matter

The case is Dennis Faulkner, Trustee, v. Eagle View Capital
Management, et al., Adv. Pro. No. 10-3357 (Bankr. N.D. Tex.).

A copy of the Court's May 11, 2011 Memorandum Opinion is available
at http://is.gd/DpUmSPfrom Leagle.com.

The Heritage Organization, LLC, filed a voluntary petition for
relief under Chapter 11 (Bankr. N.D. Tex. Case No. 04-35574) on
May 17, 2004.  Dennis Faulkner was appointed as the chapter 11
Trustee of Heritage's estate on Aug. 16, 2004.  The Court
confirmed Heritage's plan of reorganization on Sept. 12, 2007.
Pursuant to the Plan, a creditors' trust was created and Mr.
Faulkner was appointed as Trustee.


HERTZ GLOBAL: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services is placing its ratings,
including the 'B+' corporate credit rating, on Hertz Global
Holdings Inc. and its major operating subsidiary Hertz Corp., on
CreditWatch with negative implications

Standard & Poor's Ratings Services placed its ratings on Park
Ridge, N.J.-based auto and equipment renter Hertz Global Holdings
Inc. (Hertz) and its major operating subsidiary Hertz Corp. on
CreditWatch with negative implications. "We based these actions on
the company's May 9, 2011, announcement that it had made a new
proposal to acquire competitor Dollar Thrifty Automotive Group
Inc. (DTAG) for a combination of cash and stock. In April 2010,
Hertz had signed a definitive agreement to acquire DTAG, which was
rejected by DTAG's shareholders on Sept. 30, 2010, in favor of a
higher bid by auto renter Avis Budget Group Inc. (which has yet to
be approved by regulators)," S&P stated.

"Hertz's new $2.2 billion proposed acquisition of DTAG, in the
form of an exchange offer for all outstanding DTAG shares, is
comprised of cash and stock," said Standard & Poor's credit
analyst Betsy Snyder. "It's $1 billion higher than its previous
initial $1.2 billion bid made April 2010 and higher than Avis
Budget's outstanding bid. Hertz would fund the acquisition through
almost $1.8 billion in cash (80%) and stock (20%). The cash
portion would come from cash on hand ($1.4 billion as of March 31,
2011) and new financings. Hertz would also assume $1.4 billion of
DTAG's vehicle debt (as of March 31, 2011). Hertz has indicated it
expects substantial cost synergies from the proposed acquisition."

The proposed acquisition would result in an increased on-airport
market share in the U.S. for Hertz, even after the proposed
divestiture of its Advantage brand, which it has been expanding,
but only accounts for around 1% of the market. There currently are
three major on-airport car rental companies: Hertz, Avis Budget
Group Inc. (parent of the Avis and Budget brands), and Enterprise
Holdings Inc. (parent of the Enterprise, Alamo and National
brands), each with around a 30% market share; DTAG accounts for
most of the balance. DTAG focuses on the leisure segment (which
has been a faster-growing and more-profitable business segment
since 2009), while Hertz serves a mixture of business and leisure
travelers. The acquisition would result in increased penetration
for Hertz in the leisure segment, giving it brands that could
compete aggressively without undermining its business-oriented
pricing structure at the Hertz brand.

The Federal Trade Commission (FTC) has been reviewing the
acquisition of DTAG since April 2010, when Hertz made its initial
bid, and, subsequently, Avis Budget's July 2010 bid. Hertz has
proposed divestiture of its Advantage brand to allay antitrust
concerns and gain approval from the FTC. It has indicated that,
once it receives approval, it will begin discussions with DTAG on
a consensual transaction.

Although Hertz's latest bid is $1 billion higher than the one it
made a year earlier, the operating and financial performance of
the car rental industry has improved significantly since then.
Revenues have improved due primarily to stronger demand, and
expenses have also benefited from a strong used car market. "This
has resulted in lower depreciation -- a trend we expect to
continue over the foreseeable future. Industry participants have
kept tight reign on the size of their fleets -- another trend we
believe will also continue -- due to fewer vehicles being
manufactured and delivered as a result of a shortage in components
manufactured in Japan. This should allow the car rental companies
to raise prices during the seasonally strong summer period.
Indeed, both Hertz and DTAG have recently raised their 2011
earnings guidance based on these favorable conditions. In
addition, car rental companies' (including Hertz's) financial
profiles have benefited from numerous debt refinancings over the
past 18 months that have extended maturities and lowered interest
expense. We will incorporate consideration of these positive
trends, as well as the higher price that Hertz is offering for
DTAG, in our CreditWatch review," said S&P.

"If the proposed acquisition of DTAG by Hertz is approved," Ms.
Snyder continued, "we will evaluate Hertz's business risk and
financial risk profiles, pro forma for the DTAG acquisition, to
resolve the CreditWatch listing. We could lower the ratings if we
believe Hertz's financial profile will weaken from the added
acquisition debt. We could also conclude that the stronger
business profile, expected synergies, and better operating
environment offset the added debt burden, which could result in
our affirming Hertz's current ratings."


HIGHLAND GROUP: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Highland Group LLC
        dba Nashua Car Wash
        86 Broad Street
        Nashua, NH 03064

Bankruptcy Case No.: 11-11859

Chapter 11 Petition Date: May 8, 2011

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: robjd@mail2firm.com

Scheduled Assets: $795,000

Scheduled Debts: $1,622,371

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nhb11-11859.pdf

The petition was signed by David E. Costa, sole member/manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
C E Davis Group Ltd                    11-10126   01-18-11


HUGHES TELEMATICS: Files Form S-3 for 2,429,000 Shares
------------------------------------------------------
Hughes Telematics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the offer for sale by the existing holders of the Company's common
stock of 2,428,572 shares of the Company's common stock, par value
$0.0001 per share, including 1,000,000 shares of the Company's
common stock issuable upon exercise of warrants.

All of the shares of common stock offered by the prospectus are
being sold by the selling security holders.  It is anticipated
that the selling security holders will sell these shares of common
stock from time to time in one or more transactions, in negotiated
transactions or otherwise, at prevailing market prices or at
prices otherwise negotiated.  The Company will not receive any
proceeds from the sales of shares of common stock by the selling
security holders.  The Company has agreed to pay all fees and
expenses incurred by the Company incident to the registration of
the Company's common stock, including SEC filing fees.  Each
selling security holder will be responsible for all costs and
expenses in connection with the sale of their shares of common
stock, including brokerage commissions or dealer discounts.

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "HUTC."  As of May 4, 2011, the closing sale
price of the Company's common stock was $3.30 per share.

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

                        http://is.gd/lhYcaU

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$108.82 million in total assets, $171.18 million in total
liabilities, and a $62.36 million total stockholders' deficit.

PricewaterhouseCoopers LLP noted that the Company has incurred
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about the Company's ability to
continue as a going concern.


IMAGEWARE SYSTEMS: Attends the 8th Annual Small Cap Conference
--------------------------------------------------------------
ImageWare Systems, Inc., attended the 8th Annual Small Cap Equity
Conference on May 3, 2011, sponsored by Taglich Brothers.  At the
Conference, the Company gave a presentation, a copy of which is
available for free at http://is.gd/O2umyg

The Company discussed, among other things, its present clients,
the Company's growth strategy and steps to increase shareholder
value and liquidity.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


INNKEEPERS USA: Disclosure Statement Hearing Continues Today
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the May 11 hearing where Innkeepers USA Trust was
aiming for approval of a disclosure statement explaining its
proposed sale-based Chapter 11 plan was continued until today,
May 13.  Much of the hearing on Wednesday was conducted in the
privacy of the judge's chambers.

According to Mr. Rochelle, the two primary secured creditors,
Lehman Ali Inc. and Midland Loan Services Inc., who are opposing
the Plan, may have preferred airing their complaints in the
privacy of the judge chambers so the successful bidders couldn't
allege there was an anticipatory breach of the sale contract.

As reported in yesterday's edition of the Troubled Company
Reporter, Lehman Ali and Midland say Innkeepers USA Trust's newly
revised reorganization plan can't be confirmed.  Like Midland,
Lehman Ali says the plan violates a court-approved agreement among
the parties by allowing Apollo Investment Corp., Innkeepers'
owner, to have a recovery that could amount to several million
dollars.  Lehman Ali and Midland both contend the revised plan
takes money out of their pockets and gives it to Apollo.  Lehman
Ali, a non-bankrupt subsidiary of Lehman Brothers Holdings Inc.,
has $238 million in floating-rate mortgages on 20 of the
Innkeepers properties.  Midland is the servicer for $825 million
of fixed-rate mortgage debt on 45 hotels.

                      Revised Chapter 11 Plan

Mr. Rochelle reports that Innkeepers USA Trust filed a revised
reorganization plan May 9 along with an updated disclosure
statement incorporating the outcome of last week's auction where
Cerberus Capital Management LP and Chatham Lodging Trust emerged
as the winning bidders.

The terms of the revised plan are:

    * Lehman Ali Inc. will be paid in full, although the amount of
      cash it is to be paid remains blank.  Lehman Ali, a non-
      bankrupt subsidiary of Lehman Brothers Holdings Inc., has
      $238 million in floating-rate mortgages on 20 of the
      properties.

    * Midland will recover almost 88% although the revised plan
      does not say exactly what Midland will receive under the
      plan.

    * Holders of $131.3 million in mezzanine loans against the 65
      hotels will recover about 12%.  The disclosure statement has
      a blank where the amount of the cash payment to the
      mezzanine lenders is mentioned.

    * General unsecured creditors, with as much as $7 million in
      claims, will split up $4.65 million cash.  Their recovery
      will range from 67.6% to almost full payment.  About
      $70 million in loans made during the Chapter 11 case will be
      paid off from the purchase price paid by Cerberus and
      Chatham.

    * There will be no recovery for equity holders, including
      Apollo Investment Corp. which acquired the company in July
      2007 in a $1.35 billion transaction. In return for a
      release, Apollo will pay Midland $3 million.

    * The Hilton Suites hotel in Anaheim, California, will be
      turned over to the Lehman parent that controls the mezzanine
      debt.  The special servicer for the mortgage on the Hilton
      in Ontario, California, will take over the property and
      provide cash for what the disclosure statement calls a
      "small percentage recovery" for unsecured creditors.

                 Sale to Cerberus and Chatham

As reported by the Troubled Company Reporter on May 4, 2011,
Innkeepers concluded a two-day auction that determined the
sponsors of the Company's Plan of Reorganization and yielded an
increase in value of more than $145 million when compared to the
stalking horse bid approved by the Bankruptcy Court.

The first successful proposal was submitted by a joint venture
between the private-equity firm Cerberus Capital Management, L.P.
and real estate investment trust Chatham Lodging.  The joint
venture agreed to acquire the Debtors' interests in the portfolio
of hotel properties that comprise the collateral for Innkeepers'
$825.4 million fixed rate mortgage pool loan and the $238 million
floating rate mortgage pool loan. The final purchase price to be
paid by the joint venture is $1.1 billion.

The second successful proposal was submitted by Chatham Lodging
for the five properties (Residence Inn Mission Valley, Residence
Inn Anaheim (Garden Grove), Doubletree Washington, DC, Residence
Inn Tyson's Corner, and Homewood Suites San Antonio) that serve as
collateral for loan trusts serviced by LNR Partners LLC. The final
purchase price is $195 million.

                    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.


INTEGRA BANK: Incurs $46.2 Million Net Loss in 1st Quarter
----------------------------------------------------------
Integra Bank Corporation filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of $46.20 on
$17.58 million of total interest income for the three months ended
March 31, 2011, compared with a net loss of $52.75 million on
$25.62 million of total interest income for the same period during
the prior year.

The Company's balance sheet at March 31, 2011 showed $2.17 billion
in total assets, $2.24 billion in total liabilities and a $65.07
million total shareholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/Js0AzU

                           About Integra

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of
Integra Bank N.A.  As of Dec. 31, 2010, Integra Bank has $2.4
billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

In Integra Bank's annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company's cumulative net loss to common shareholders from 2008
through 2010 exceeded $430 million and the Company has negative
shareholders' equity at Dec. 31, 2010.  "These results are
primarily due to asset impairments, particularly loans.  The
Company cannot currently generate sufficient revenue to support
its operating expenses and the Company's bank subsidiary has not
been able to achieve the capital levels required by regulatory
order.


INTEGRATED RECYCLING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Integrated Recycling Group of SC, LLC
         aka IRG
             Integrated Recycling Group, Inc.
        5899 N. Main Street
        Cowpens, SC 29330

Bankruptcy Case No.: 11-03117

Chapter 11 Petition Date: May 11, 2011

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

Judge: John E. Waites

Debtor's Counsel: Barbara George Barton, Esq.
                  BARTON LAW FIRM, P.A.
                  1715 Pickens Street (29201)
                  P.O. Box 12046
                  Columbia, SC 29211-2046
                  Tel: (803) 256-6582
                  E-mail: bbarton@bartonlawsc.com

Scheduled Assets: $1,177,019

Scheduled Debts: $7,423,122

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/scb11-03117.pdf

The petition was signed by J. Murphy Armstrong, Jr., manager.


INTERFACE INC: S&P Places 'B' Corp. Credit Rating on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Atlanta, Ga.-based floor
covering manufacturer Interface Inc. on CreditWatch with positive
implications.

"The CreditWatch listing reflects our belief that Interface's
profitability will grow as market conditions continue to
improve, resulting in credit measures remaining at a level we
would consider to be more consistent with a higher rating," said
Standard & Poor's credit analyst Megan Johnston. "This is driven
by pent-up demand in the company's key corporate office market,
in spite of rising raw material costs, which we think can be
offset with price increases."

In addition, Interface's business and financial risk profiles
could be more consistent with a higher rating, reflecting the
company's recent improvement in credit metrics and demonstrated
ability to utilize free cash flow to reduce leverage, as well as
its improved operating performance. Specifically, leverage has
recently declined to about 2.5x for the trailing 12 months ended
April 3, 2011, compared with about 4x as of the end of fiscal
2009. Over this period, the company has reduced total adjusted
debt (including adjustments for pensions and operating leases) by
about $30 million, while adjusted EBITDA has grown by about 40%,
to about $140 million as of April 3, 2011, due to recent cost
reductions and higher sales. Moreover, the company's initiatives
to penetrate noncorporate office segments as well as new
geographies have in part led to double-digit year-over-year
sales growth for the past three quarters.

Interface Inc. is one of the leading manufacturers in the
worldwide modular carpet segment, which has been growing faster
than the rest of the floor covering market over the past decade.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management and discuss its overall business strategies,
operating environment, and financial policies in light of its
expectations for improving credit measures over the near to
intermediate term. "In addition, our analysis will focus on our
assessment of the company's business and financial risk profiles,"
S&P added.


INVERNESS DISTRIBUTION: Bankruptcy Not Much Impact on Morgan Creek
------------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that a Morgan Creek Productions spokesman told the
Hollywood Reporter that the company doesn't expect Inverness
Distribution Ltd.'s bankruptcy to have much of an impact on the
company.  He did say there was a possibility that the filing could
result in the loss of certain distribution rights on some older
films.

The Hollywood Reporter says it is unclear exactly how Inverness'
relationship with Morgan Creek exposes the production company to
the bankruptcy matter, though its slight risk appears to stem from
the $150 million loan Inverness received in 2005.  As collateral
for the loan, Inverness gave its lenders the right to "distribute,
lease, license, sell exhibit, broadcast" its film catalog,
according to court documents.

The Hollywood Reporter relates Larry Perkins, senior managing
director at Conway MacKenzie, a financial and operational
turnaround services firm headquartered in Detroit, called the
bankruptcy filing a "defensive move to preserve the assets that
are in the United States and it speaks to a sophisticated
[business] structure."

The report says some observers view the complicated maneuver as a
way for Morgan Creek CEO James Robinson to insulate himself and
his company from a failed overseas venture and minimize financial
exposure to the large loan, which was in default prior to the
bankruptcy.  Mr. Robinson was also the president and sole
shareholder of Inverness until its bankruptcy.

According to the report, Mr. Perkins said the Inverness bankruptcy
could point to larger problems at Morgan Creek.  "In any case like
this, where there is smoke there is usually a little bit of fire.
If one of the entities is filing for bankruptcy, it usually means
that all signs aren't green."

The Hollywood Reporter says Morgan Creek has canceled its annual
brunch for film-industry insiders who gather in France each year
-- a week after Inverness' bankruptcy filing.

                   About Inverness Distribution

Bermuda-based Inverness Distribution Limited, aka Morgan Creek
International Limited, was placed under creditor protection
pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 11-12106) in Manhattan on May 3, 2011.  The
Company went into provisional liquidation in February before the
Bermuda Court under Matter No. 2011 No. 60 in Bermuda, where the
company was registered.  Charles Thresh and Michael Morrison, the
liquidators for Inverness, are managing directors of KPMG Advisory
Limited.  The Liquidators filed the petition on behalf of the
Company.

Inverness was set up to distribute movies outside the U.S. and
Canada that were produced by Morgan Creek Productions Inc.  Since
July 28, 2004, James Robinson has been the sole registered
shareholder of Inverness and was the president and a director
prior to the Bermuda proceedings.  Mr. Robinson is the founder and
Chief Executive Officer of MCP.

Judge Shelley C. Chapman presides over the Chapter 15 case.  Ira
S. Greene, Esq., at Hogan Lovells US LLP, serves as bankruptcy
counsel to the Chapter 15 Petitioners.  In the petition, the
Company's assets were not stated.  Debts are between $50 million
and $100 million.


ION MEDIA: District Court Grants Summary Judgment in FMLA Suit
--------------------------------------------------------------
District Judge Virginia M. Hernandez Covington granted Ion Media
Management Company's Motion for Summary Judgment in the suit,
Tywanna Montgomery, v. Ion Media Management Company, Case No.
8:10-cv-429 (M.D. Fla.).  Ion Media Management is a wholly owned
subsidiary of Ion Media Networks.  On Jan. 14, 2010, Ms.
Montgomery filed her original complaint in state court in which
she alleged violation of the Family and Medical Leave Act of 1993,
29 U.S.C. Sec. 2601.  Ion removed the case to the District Court
because the complaint raises a federal question.  On March 3,
2010, Ms. Montgomery filed her amended complaint, which is the
operative complaint.  Therein, Ms. Montgomery asserts a FMLA
interference claim and a FMLA retaliation claim.

The District judge held that Ion has come forward with a proffered
legitimate and non-retaliatory reason for terminating Ms.
Montgomery, and Ms. Montgomery has failed to come forward with
evidence to demonstrate that Ion's proffered legitimate and non-
retaliatory business decision to terminate her was a pretext for
retaliation.

A copy of the District Court's May 10, 2011 Order is available at
http://is.gd/pr7lyofrom Leagle.com.

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors disclosed $1,855,000,000 in
assets and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.

The Bankruptcy Court entered an order confirming the Debtors'
Chapter 11 Plan in November 2009.  The Debtors emerged from
bankruptcy the following month.


JOSEPH-BETH BOOKSELLERS: Emerges From Ch. 11 Reorganization
-----------------------------------------------------------
LEX18.com reports that Joseph-Beth Booksellers has successfully
transitioned out of Chapter 11 bankruptcy, ending a nearly six-
month reorganization process which led to a new entity assuming
daily operations of the Joseph-Beth stores located in Lexington,
Cleveland and Cincinnati.

"[Wednes]day marks a new beginning for our company," the report
quotes Mark Wilson, President and CEO of Joseph-Beth, as saying.
"I would like to thank our hard-working associates for their
dedication during this process.  Without their efforts we would
not be making this announcement [Wednes]day."

Mr. Wilson continued, "I would also like to thank our customers,
vendors, and community partners, whose support enabled us to be in
the position we are in today, a stronger, more driven
organization.  On behalf of everyone here at Joseph-Beth, we look
forward to working together to move this company forward."

                       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.


JUVENAL GARCIA: Pre-Bankruptcy Lawyer May Be Subject to Sec. 329
----------------------------------------------------------------
Juvenal Garcia seeks a review of the bankruptcy court's
determination that Cynthia Miller is not subject to Section 329 of
the Bankruptcy Code.  Mr. Garcia alleges that Ms. Miller, an
attorney who represented him prior to his bankruptcy filing,
overcharged him for services rendered in contemplation of
bankruptcy and should be ordered to disgorge those fees paid in
excess of their reasonable value.  In a May 10, 2011 decision, the
District Court vacated the bankruptcy court's order and remanded
the case for a determination in accordance with the proper legal
standard for whether the services were rendered "in contemplation"
of bankruptcy under Section 329.

Mr. Garcia contends that he employed Ms. Miller for the purpose of
defending him in a number of foreclosure suits and to restructure
his debts.  Ms. Miller asserts, however, that she was initially
hired to assist with the short sale of one of Mr. Garcia's
properties and that only after a number of meetings with him did
she learn that his lenders had commenced foreclosure proceedings.

Mr. Garcia agreed to pay $24,000 for legal services already
performed as well as those that had yet to be undertaken.  Mr.
Garcia alleges that he paid Ms. Miller the entire $24,000.  Ms.
Miller asserts, however, that Mr. Garcia only paid $7,000 in
installments of $2,000 and $5,000.

Following a hearing on March 10 and March 16, 2010, the bankruptcy
court determined that the debtor should prevail but postponed a
determination of the amount that Ms. Miller must disgorge.
However, in a written order issued on April 22, 2010, the court
reversed its oral ruling and found that Ms. Miller was not subject
to Section 329.

According to the District Court, the bankruptcy court's order
emphasizes the fact that Ms. Miller did not serve as Mr. Garcia's
bankruptcy counsel, and that documents provided by Ms. Miller's
assistant were not given with her knowledge and consent.  The
bankruptcy court reasons that Ms. Miller is therefore beyond the
scope of Sec. 329 and that an enforcement of the Section in these
circumstances would discourage pre-petition attorneys from
disclosing information to a debtor's bankruptcy attorney for fear
of being subject to the disgorgement provision.  However, a number
of courts have determined that an attorney who is not a debtor's
bankruptcy counsel may still be subject to the reporting
requirements of Section 329 provided their services were "in
contemplation" of bankruptcy, the District Court noted, citing In
re Zepecki, 277 F.3d at 1046 (8th Cir. 2002) (finding that an
attorney who represented the debtor in a pre-petition real estate
transaction was subject to Section 329); In re Dixon, 143 B.R. at
677 (Bankr. N.D. Tex. 1992) (holding that an amount paid to an
attorney for criminal defense services was subject to Section
329).

The case is Juvenal Garcia, Movant/Appellant, v. Cynthia A.
Miller, Defendant, No. 10 C 3101 (N.D. Ill.).  A copy of District
Judge James B. Zagel's Memorandum Opinion and Order, dated May 10,
2011, is available at http://is.gd/pHCeSGfrom Leagle.com.

Juvenal G. Garcia filed for Chapter 11 bankruptcy (Bankr. N.D.
Ill. Case No. 09-34462) on Sept. 17, 2009, Judge Jacqueline P. Cox
presiding.  Steven S. Potts, Esq. -- otispott@comcast.net --
serves as bankruptcy counsel.  In his petition, Mr. Garcia
disclosed $1 million to $10 million in assets and debts.


K-V PHARMACEUTICAL: Stockholders May Sell 9.95MM Common Shares
--------------------------------------------------------------
K-V Pharmaceuticals Company filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement regarding to
possible offer by its stockholders to sell from time to time up to
9,950,000 shares of the Company's Class A Common Stock.  The
Company will not receive any of the proceeds from the sale of
shares of the Company's Class A Common Stock by the selling
stockholders.  The prospectus does not cover the issuance of any
shares of Class A Common Stock by the Company to the selling
stockholders.

Except for underwriting discounts and selling commissions, which
may be paid by the selling stockholders, the Company has agreed to
pay the expenses incurred in connection with the registration of
the shares of Class A Common Stock covered by this prospectus.

The selling stockholders may sell the shares of Class A Common
Stock from time to time at market prices prevailing at the time of
sale, prices related to prevailing market prices or privately
negotiated prices.  The selling stockholders may sell the shares
of Class A Common Stock to or through underwriters, brokers or
dealers or directly to purchasers.  Underwriters, brokers or
dealers may receive discounts, commissions or concessions from the
selling stockholders, purchasers in connection with sales of the
shares of Class A Common Stock, or both.  To the extent required,
the shares of the Company's Class A Common Stock to be sold, the
names of the selling stockholders, the respective purchase prices
and public offering prices, the names of any agent, dealer or
underwriter, any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this
prospectus.

The Company's Class A Common Stock is traded on the New York Stock
Exchange under the symbol "KV.A".  On May 3, 2011, the closing
price of the Company's Class A Common Stock on the NYSE was $3.52
per share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/xiOx2n

                 About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.


KANSAS CITY SOUTHERN: Moody's Assigns 'Ba3' Rating to 2021 Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Kansas City
Southern de Mexico, S.A. de C.V.'s new $200 million notes due
2021.  The company's other ratings (corporate family rating of
Ba3) are unaffected by the action.  The ratings outlook is
positive.

                         Ratings Rationale

The company intends to use proceeds from the new notes offering to
partially repay the balance of its existing 7-5/8% senior notes
due 2013 and 7-3/8% senior notes due 2014, which have been
tendered for redemption.

KCSM's senior notes are rated Ba3, the same as the corporate
family rating, as the senior unsecured obligations of KCSM
comprise a substantial majority of that company's debt structure.

Moody's Loss Given Default Methodology is not applied to Mexican
entities including KCSM.

The principal methodology used in rating Kansas City Southern de
Mexico, S.A. de C.V., was the Global Freight Railroad 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.

Kansas City Southern ('KCS') operates a Class I railway in the
central U.S. (The Kansas City Southern Railway Company, 'KCSR')
and, through its wholly-owned subsidiary Kansas City Southern de
Mexico, S.A. de C.V. ('KCSM'), owns the concession to operate
Mexico's northeastern railroad.


KRONOS INTERNATIONAL: Reports $41-Mil. Net Income in 1st Qtr.
-------------------------------------------------------------
Kronos International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $41.10 million on $298.70 million of net sales for
the three months ended March 31, 2011, compared with net income of
$40.30 million on $228.80 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.13 billion in total assets, $905.80 million in total
liabilities, and $231.20 million in total stockholders' equity.

Steven L. Watson, chief executive officer, said, "Our segment
profit in the first quarter of 2011 more than quadrupled from the
first quarter of last year.  Strong global demand for TiO2
products allowed us to successfully implement further increases in
our TiO2 selling prices during the quarter.  We have continued to
operate our manufacturing facilities at near full practical
capacity utilization levels, and set several new internal
production records during the first quarter.  We believe the
significant global shortage of TiO2 products will continue for
several years, due to the constraints to adding significant new
production capacity, especially for the premium grades of TiO2
products through the chloride process, and the growing worldwide
demand for TiO2 products.  As a result, we expect our cash flows
and profitability to continue to increase beyond 2011."

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

                        http://is.gd/GZRBOC

                     About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the TCR on April 15, 2011, Fitch Ratings has
upgraded Kronos International, Inc.'s (Kronos International)
Issuer Default Rating (IDR) to 'B' from 'B-'.  Fitch's ratings
reflect high financial leverage at Kronos International, as well
as Kronos Worldwide, Inc.'s (Kronos Worldwide) solid market
position in the titanium dioxide (TiO2) industry.  The ratings
also reflect the recovery in the TiO2 industry and Fitch's
expectations that operating EBITDA will average at least $150
million, annually over the next 24 months.

In November 2010, Moody's Investors Service raised Kronos
International, Inc.'s Corporate Family Rating to 'B2' from 'B3'
and the rating on the EUR400 million senior secured notes due 2013
to 'B3' from 'Caa1'.  The upgrade reflects KII's strong operating
results, attractive titanium dioxide market conditions and the
expectation that the company will continue to enjoy strong margins
and positive free cash flow.  The outlook is positive.


KCXP INVESTMENT: Sterling Has Selling Point for Jet Ranch
---------------------------------------------------------
John Seelmeyer at Northern Nevada Business Weekly reports that
Steve Lewis, president of Sterling Air Ltd., an aircraft sales and
training company at the Carson City Airport, is soliciting offers
to buy or lease spaces at the Jet Ranch hangar project at Carson
City Airport.  Mr. Lewis is upbeat about the prospects for the Jet
Ranch Hanger.  He cites, among other things (i) aviation fuel
prices are 15% lower in Carson City Airport than at the
neighboring Reno-Tahoe International Airport, and (ii) the
completion of the new I-580 freeway between Mount Rose and Carson
City will bring the Carson City Airport within a 20-minute drive.

                      About KCXP Investments

Dayton, Nevada-based KCXP Investments, LLC, dba Jet Ranch Hangar
Community Association, owns and operates an airplane hangar
located at the Carson City Airport in Carson City, Nevada, which
consists of 12-buildings totaling 82,400 square feet of hangar and
office space situated on 3.3 acres of leased real estate at the
east end of the Carson City Airport.

KCXP Investments filed for Chapter 11 bankruptcy protection on
December 14, 2010 (Bankr. D. Nev. Case No. 10-54847).  Kevin A.
Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's
bankruptcy counsel.  According to its schedules, the Debtor
disclosed $12,588,750 in total assets and $6,027,645 in total
debts as of the Petition Date.


LAMPLIGHTER VILLAGE: Properties Set for May 26 Auction
------------------------------------------------------
phillyBurbs.com reports that the remaining portion of the Villas
at Lamplighter Village development -- four completed homes and 21
lots -- will be sold later this month at a bankruptcy court-
ordered auction.  On the auction block is what would have been
phase four of the active adult development, which would have been
25 homes.  The properties will be auctioned May 26 by Max Spann
Real Estate & Development Co. Previews will be held May 14 and 19.
The homes are located at 101, 102, 103 and 104 Jarrow Court.

                     About Lamplighter Village

Condominium developer and condominium association Marcus Lee
Associates, L.P., based in Warrington, Pennsylvania, filed a
voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 09-11037)
on Feb. 16, 2009.  An affiliate, Lamplighter Village Associates,
L.P., also based in Warrington, simultaneously sought bankruptcy
protection (Case No. 09-11035).

The Debtors are represented by Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., in Philadelphia, as bankruptcy
counsel.  The Debtors each estimated assets and debts between
$1,000,001 and $10,000,000 as of the Chapter 11 filing.

The bankruptcy court judge ordered Lamplighter's case converted to
Chapter 7 bankruptcy in December, allowing the company to be
liquidated in order to settle outstanding debts.


LEVEL 3: Files Form 10-Q; Posts $205-Mil. 1st Qtr. Net Loss
-----------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $205 million on $929 million of total revenue for the
three months ended March 31, 2011, compared with a net loss of
$238 million on $910 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.

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

                      http://is.gd/aNrLqw

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEHR CONSTRUCTION: Execs. Charged for $30-Mil. Overprice
--------------------------------------------------------
The Record reports that Steven Halper, the finance director for
Lehr Construction Corp., and the other executives, have been
charged of fraudulently inflating the cost of doing interior
renovations for companies such as Warburg Pincus, Fidelity
Investments and Zurich North America bank.  Mr. Halper, et al.,
stole more than $30 million by overbilling clients, including
investment firms and hedge funds, according to New York District
Attorney Cyrus R. Vance Jr.  Mr. Halper and the other executives -
- Jeffrey Lazar, executive vice-president and director, Todd
Philips, vice-president in charge of operations, and Steven
Wasserman, chief of estimating department and cost control -- were
charged with enterprise corruption, a scheme to defraud and grand
larceny.  Mr. Halper also was charged with money laundering.

                            About Lehr

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection on Feb. 21, 2011
(Bankr. S.D.N.Y. Case No. 11-10723).  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of Lehr Construction Corp.


LIBBEY INC: Subsidiaries Amend February 2010 Credit Agreement
-------------------------------------------------------------
Libbey Glass Inc. and Libbey Europe B.V., both wholly-owned
subsidiaries of Libbey Inc., entered into Amendment No. 2 to the
Amended and Restated Credit Agreement, dated Feb. 8, 2010, among
Libbey Glass and Libbey Europe, as borrowers, Libbey Glass, as a
loan guarantor, and the other loan parties party thereto as
guarantors, JPMorgan Chase Bank, N.A., as administrative agent
with respect to the U.S. loans, J.P. Morgan Europe Limited, as
administrative agent with respect to the Netherlands loans, and
the other lenders party thereto.

The Amendment, among other things:

   * reduces the amount of commitments available for revolving
     loans from $110.0 million to $100.0 million, but allows the
     Borrowers the option to increase the loan facility by $10.0
     million;

   * extends the maturity date from April 8, 2014 to April 29,
     2016, and provides for a springing maturity date with respect
     to the credit facility to the extent that Libbey Glass' 10%
     senior secured notes due 2015 are not refinanced by Nov. 17,
     2014, subject to certain exceptions;

   * reduces pricing for all loans by 1.5%-1.75%, making the
     applicable margin spread for (i) Eurocurrency Loans 1.75%-
     2.00% and (ii) CBFR Loans 0.75%-1.00%;

   * reduces the commitment fee from 0.75% to 0.375%; and

   * provides for a springing fixed charge coverage ratio
     covenant, requiring the Borrowers to maintain an EBITDA to
     fixed charges ratio above 1.10:1.00 during periods when the
     amount of available commitments plus the loan parties' cash
     and permitted investments falls below a certain threshold.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://is.gd/g5Qykb

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at March 31, 2011 showed
$778.87 million in total assets, $758.58 million in total
liabilities, and $20.29 million in total shareholders' equity.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


MAJESTIC TOWERS: Section 341(a) Meeting Scheduled for June 14
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Majestic Towers, Inc.'s Chapter 11 case on June 14, 2011, at
11:00 a.m.  The meeting will be held at Room 2610, 725 S. Figueroa
St., Los Angeles, California.

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

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

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D.Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Mark S. Horoupian, Esq., and Victor A. Sahn, Esq., at
Sulmeyerkupetz, represent the Debtor.

The Debtor estimated assets and debts at $10 million to
$50 million.


MEREULO MADDUX: Charleston Files Amended Plan and Plan Supplement
-----------------------------------------------------------------
BankruptcyData.com reports that Charlestown Capital Advisors and
Hartland Asset Management filed with the U.S. Bankruptcy Court a
Second Modified Fourth Amended Chapter 11 Plan of Reorganization
for Meruelo Maddux Properties.  The Second Modified Fourth Amended
Plan features changes to treatment of general unsecured claims.
Charlestown Capital and Hartland Asset also filed a First
Supplement to the Charlestown Plan, which includes Exhibits A-E.
Exhibits A and B are loan security agreements, secured revolving
promissory note and agreement, respectively.  Exhibits C, D and E
are deed of trust for Merco Group, Meruelo Chinatown and Meruelo
Maddux, respectively.

                       About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Table Games Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to gross table games revenues,
table games tax and weighted average number of table games.  The
Table Games Statistical Report includes these statistics on a
monthly basis for the six months ended March 31, 2011 and the
fiscal year ended Sept. 30, 2010.  A copy of the Table Games
Statistical Report is available for free at http://is.gd/WcWOdb

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion
in total assets, $2.07 billion in total liabilities and
$141.32 million in total capital.

                          *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MOVIE GALLERY: Idaho Customers to Benefit from Settlement
---------------------------------------------------------
The Idaho State Journal reports that Attorney General Lawrence
Wasden said a nationwide settlement involving Hollywood Video will
benefit thousands of Idaho consumers who have outstanding rental
accounts with the bankrupt business.  Mr. Wasden's office received
more than 30 complaints alleging that collection agencies were
attempting to collect excessive fees from former Hollywood Video
customers and reporting negative account information on customers'
credit reports.

According to the report, the problems started after Hollywood
Video and Movie Gallery filed for Chapter 11 bankruptcy in 2010.
Hollywood's approved plan created a liquidating trust to collect
an estimated $244 million in outstanding debts reportedly owed by
3.3 million customers.  The trust contracted with Credit Control
Services, Inc., in Massachusetts, which subcontracted its
collection responsibilities to National Credit Solutions of
Oklahoma.

The settlement agreement, filed in the U.S. Bankruptcy Court for
the Eastern District of Virginia, requires the liquidating trustee
to rescind all previously filed negative credit reports and
prohibits the trustee from reporting consumers' debts to credit
reporting agencies.  The trustee also agreed that:

   * No interest will accrue on consumers' debts.

   * No collection fees will be collected from consumers.

   * If consumers' debts are sold to anyone else, they must be
     sold under a contract requiring the purchaser to be bound by
     the same obligations.

   * Consumers will not be billed for both a late fee and the full
     price of items that were not returned.  For accounts that
     include both a late fee and a charge for a damaged, late, or
     never-returned product, the trustee will collect the lesser
     charge.

                       About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection on
Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 on February 3, 2009 (Bankr.
E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represent the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.


MERITOR, INC: Reports $22-Mil. in Quarter Ended March 31
--------------------------------------------------------
Meritor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $22 million on $1.19 billion of sales for the quarter ended
March 31, 2011, compared with net income of $17 million on
$868 million of sales for the same period during the prior year.
The Company also reported net income of $24 million on $2.16
billion of sales for the six months ended March 31, 2011, compared
with net income of $20 million on $1.66 billion of sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.67 billion in total assets, $3.68 billion in total liabilities
and a $1.01 billion total deficit.

"Continued improvement of commercial truck sales in all regions
drove a 33-percent increase in Adjusted EBITDA year-over-year,"
said Chairman, CEO and President Chip McClure.  "While our team
worked hard this quarter to capitalize on significantly higher
volumes, rising steel costs, as well as launch costs related to
the Caiman defense program, impacted our ability to fully benefit
from increased revenue this quarter," said McClure.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/A2p2GP

                        About Meritor, Inc.

Meritor, Inc. -- http://meritor.com/default.aspx-- is a global
supplier of drivetrain, mobility, braking and aftermarket
solutions for commercial vehicle and industrial markets.  With
more than a 100-year legacy of providing innovative products that
offer superior performance, efficiency and reliability, the
company serves commercial truck, trailer, off-highway, defense,
specialty and aftermarket customers in more than 70 countries.
Meritor is based in Troy, Mich., United States, and is made up of
more than 11,000 diverse employees who apply their knowledge and
skills in manufacturing facilities, engineering centers, joint
ventures, distribution centers and global offices in 19 countries.
Common stock is traded on the New York Stock Exchange under the
ticker symbol MTOR.

This concludes the Troubled Company Reporter's coverage of
Meritor, Inc., until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


METROPARK USA: Court Extends Filing of Schedules Until June 17
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of Metropark
USA, Inc., the deadline to file schedules of assets and
liabilities, schedules of current income and expenditures,
unexpired leases, and statements of financial affairs until
June 17, 2011.

The Debtor said that due to the complexity and diversity of its
operations, and the burdens occasioned by preparing for its
Chapter 11 case, it anticipates that it will be unable to complete
its Schedules and Statements in the 15 days provided under
Bankruptcy Rule 1007(c).  To prepare its Schedules and Statements,
the Debtor must compile information from books, records, and
documents relating to a myriad of claims, assets, and contracts.
"This information is voluminous and is located in numerous places
throughout the Debtor's organization.  Collection of the necessary
information requires an enormous expenditure of time and effort on
the part of the Debtor and its employees," the Debtor stated.

                        About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

CRG Partners Group, LLC, is the financial advisor.  Omni
Management Group, LLC, is the claims and notice agent.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


METROPARK USA: Has OK to Hire Omni Management as Claims Agent
-------------------------------------------------------------
Metropark USA, Inc., sought and obtained authorization from the
Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to employ Omni Management Group as claims and
noticing agent, nunc pro tunc to May 2, 2011.

Omni will, among other things:

     a. prepare and serve required notices in the Debtor's Chapter
        11 case;

     b. within five business days after the service of a
        particular notice, prepare for filing with the Clerk an
        affidavit of service that includes (i) a copy of the
        notice served, (ii) an alphabetical list of persons on
        whom the notice was served, along with their addresses,
        and (iii) the date and manner of service;

     c. assist the Debtor in filing its Schedules of Assets and
        Liabilities, Schedules of Executory Contracts and
        Unexpired Leases, and Statements of Financial Affairs; and

     d. provide the filing location for all proofs of claim and
        proofs of interest, and receive and maintain copies of all
        proofs of claim and proofs of interest filed in this case.

The hourly rates of the firm's personnel are:


        Senior Consultants                      $195-$275
        Consultants/Project Specialists          $75-$150
        Programming                             $130-$185
        Clerical Support                         $35-$95
        Quality Assurance                        $35-$75

Brian K. Osborne, member of Omni, assured the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

Cathy Hershcopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP,
in New York, serve as counsel to the Debtor.  CRG Partners Group,
LLC, is the financial advisor.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


METROPARK USA: Three-Member Creditors Committee Appointed
---------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 3, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Metropark USA Inc.

The Creditors Committee members are:

         1. True Religion
            2263 E. Vernon Avenue
            Vernon, CA 90058
            ATTN:  Brian Davis
                   Director of Credit and Treasurer
            Tel: (323) 266-3072
            Fax: (323) 826-3435

         2. Diesel USA
            220 W. 19th Street
            New York, NY 10011
            ATTN:  Domatella Bordignon
                   Chief Financial Officer
            Tel: (212) 755-9200 ext. 316
            Fax: (646) 367-1889

         3. GGP Limited Partnership
            110 North Wacker Drive
            Chicago, IL 60606
            ATTN: Julie Minnick Bowden
            National Bankruptcy Manager
            Tel: (312) 960-2707
            Fax: (312) 442-6374

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

Cathy Hershcopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP,
in New York, serve as counsel to the Debtor.  CRG Partners Group,
LLC, is the financial advisor.  Omni Management Group, LLC, is the
claims and notice agent.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


METROPARK USA: Wins Court Approval of Store-Closing Deal
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Metropark USA Inc. won court
approval of a deal under which two liquidators will host going-
out-of-business sales at its 69 apparel retail stores, court
papers show.

As reported in the May 4, 2011 edition of the Troubled Company
Reporter, in the weeks prior to the Petition Date, the Debtor
conducted an extended marketing process in an effort to identify a
going concern partner and/or equity investment in Metropark. While
doing so, the Debtor's financial condition continued to
deteriorate to the point that it can no longer operate in the
ordinary course without immediate access to additional financing.
Unfortunately, the Debtor's assets cannot adequately collateralize
additional financing, thus, in order sustain further operations
(including payment of payroll and May rent), the Debtor is left
with no choice but to immediately commence going out of business
sales at all of its retail locations by no later than May 6, 2011.

The Debtor has filed a motion to sell substantially all assets
which includes a request to assume an Agency Agreement dated
May 1, 2011, between the Debtor, on the one hand, and, on the
other hand, a joint venture comprised of SB Capital Group, LLC and
Tiger Capital Group, LLC.  The joint venture was selected
following an auction prior to the bankruptcy filing.

Under the Agency Agreement, SB Capital and Tiger will conduct
going-out-of-business, store closing sales at 69 stores of the
Debtor.  A list of the closing stores is available for free at:
http://bankrupt.com/misc/MetroPark_ClosingStores.pdf

SB Capital and Tiger will guarantee to Company a minimum recovery
of 55% of the aggregate cost value of the merchandise.

The Agency Agreement will be subject to higher or otherwise better
bids at an auction.

                        About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

Cathy Hershcopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP,
in New York, serve as counsel to the Debtor.  CRG Partners Group,
LLC, is the financial advisor.  Omni Management Group, LLC, is the
claims and notice agent.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


MIDSTATE HAYES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Midstate Hayes Building No. 5, LLC
        125 S. Bridge St., Suite 100
        Visalia, CA 93291

Bankruptcy Case No.: 11-33149

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Douglas James Buncher, Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  E-mail: dbuncher@neliganlaw.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/txnb11-33149.pdf

The petition was signed by Richard S. Allen, CEO of Allen Capital
Partners, LLC, Debtor's managing member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Allen Capital Partners                 10-30562   01/25/10
Richard S. Allen                       10-33186   05/03/10
Richard S. Allen, Inc.                 10-33211   05/03/10
DLH Master Land Holding, LLC           10-30561   01/25/10
MidState Hayes 184                     11-31917   03/23/11
Distribution Center, LLC


MIDSTATE HAYES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Midstate Hayes Building No. 6, LLC
        125 S. Bridge St., Suite 100
        Visalia, CA 93291

Bankruptcy Case No.: 11-33150

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Douglas James Buncher, Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  E-mail: dbuncher@neliganlaw.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33150.pdf

The petition was signed by Richard S. Allen, CEO of Allen Capital
Partners, LLC, managing member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Allen Capital Partners                 10-30562   01/25/10
Richard S. Allen                       10-33186   05/03/10
Richard S. Allen, Inc.                 10-33211   05/03/10
DLH Master Land Holding, LLC           10-30561   01/25/10
MidState Hayes 184 Distribution        11-31917   03/23/11
Center, LLC
Midstate Hayes Building No. 5, LLC     11-33149   05/09/11


MILAGRO OIL: S&P Puyd 'B-' Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Milagro Oil & Gas Inc. The outlook is negative.

"We also assigned a 'B-' issue rating (same as the corporate
credit rating) to the company's $250 million senior secured
second-lien note offering due 2016. The recovery rating is '4',
which indicates our expectation of average (30% to 50%) recovery
of principal in the event of a payment default. Proceeds from
the note offering were used to repay existing second-lien debt
and to partially repay outstanding amounts under the existing
first-lien revolving credit facility," S&P stated.

"The rating on Milagro reflects the company's relatively small
asset base and production levels, significant exposure to natural
gas prices, historically weak reserve replacement metrics, and
high leverage," said Standard & Poor's credit analyst Marc D.
Bromberg. "The ratings also reflect the company's decent reserve
life metrics relative to other Gulf based E&P companies and a
liquidity position which should enable the company to fund planned
2011 capital expenditures and bolt-on acquisitions."

"We view Milagro's business profile as vulnerable. The company's
proved reserve base totaled 220 billion cubic feet equivalent
(Bcfe) as of Dec. 31, 2010, and production was about 54 million
cubic feet equivalent per day (mmcfed) for the 12 months ended
Dec. 31, 2010. This positions Milagro at the smaller end of
rated E&P companies. Milagro's reserves consist of 61% natural
gas, and 67% are proved developed. The company has a fair amount
of operating diversity with operations in Texas, Louisiana and
the Gulf of Mexico. Approximately 96% of the company's production
is derived from its onshore assets. Milagro has a relatively
high cost structure with cash costs (lease operating expenses,
general and administrative and production taxes) at about $3.04
per mcfe and unlevered costs (production costs plus depreciation
and amortization) at about $5.77 per mcfe for 2010. Three-year
all-in finding and development (F&D) costs averaged $5.21 per mcfe
from 2008 through 2010," S&P noted.

The negative outlook reflects the company's highly leveraged
balance sheet and weak credit protection measures that are
anticipated to deteriorate further over the course of 2011. "We
would consider a negative rating action if the company's liquidity
(combination of cash and revolving credit facility
availability) falls below $25 million," S&P related.

A revision of the outlook to stable would require an improvement
in the company's liquidity profile and development of a more
consistent track record in production and reserve growth.


MOLECULAR INSIGHT: Deregistering Unsold Common Shares
-----------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed on May 3, 2011, a
post-effective amendment No. 1 to its registration statement on
Form S-3, which was originally filed with the Securities and
Exchange Commission on May 9, 2008, to deregister, as of the
effectiveness of this post-effective amendment, all shares of the
common stock unsold under the registration statement.

The Form S-3 registered 4,325,416 shares of the Company's common
stock, par value $0.01, including 294,873 shares issuable upon the
exercise of warrants, for the resale from time to time by certain
selling stockholders of the Company named in the Registration
Statement.  The Registration Statement was declared effective on
June 16, 2008.

A complete text of the POS AM is available for free at:

                       http://is.gd/TtxwfC

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kenneth H.
Eckstein, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Franklin LLP, in New York, serve as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., Guy B. Moss, Esq.,
Christopher M. Candon at Riemer & Braunstein, LLP, in Boston,
serve as the Debtor's local counsel.  Foley & Lardner LLP is the
Debtor's special counsel.  Tatum LLC, a division of SFN
Professional Services LLC, is the Debtor's financial consultant.
Omni Management Group, LLC, is the claims, and balloting agent.

On March 23, 2011, the Bankruptcy Court entered its order
approving the disclosure statement explaining the Debtor's First
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for, among other things:

   (i) $40,000,000 of new capital, to be raised through an exit
       facility that will be funded by certain of the Consenting
       Bondholders and affiliate entities of certain of the
       Consenting Bondholders;

  (ii) the conversion of the Bonds into 100% of the new equity in
       the post-Effective Date reorganized Debtor;

(iii) the payment of a pro rata share of $500,000 in cash to
       holders of allowed general unsecured claims; and

  (iv) the cancellation of existing equity interests.


MOLECULAR INSIGHT: Deregisters Unsold Securities in $25M Offering
-----------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., filed on May 3, 2011, a
post-effective amendment No. 1 to its registration statement on
Form S-3, which was originally filed with the Securities and
Exchange Commission on Aug. 28, 2009, to deregister, as of the
effectiveness of this post-effective amendment, all of the
securities that were registered under the Registration Statement,
Registration No. 333-161601, that remain unsold as of the date of
this amendment.

The Form S-3 registered the offer and sale of such indeterminate
number of shares of common stock, such indeterminate number of
shares of preferred stock, such indeterminate principal amount of
debt securities, such indeterminate number of warrants to purchase
common stock, preferred stock or debt securities, and such
indeterminate number of stock purchase contracts or stock purchase
units as will have an aggregate initial offering price not to
exceed $250,000,000.  The Registration Statement was declared
effective on Sept. 11, 2009.

The Company has decided to terminate the offering with respect to
the remaining securities that are registered on the Registration
Statement.

A complete text of the POS AM is available for free at:

                       http://is.gd/GgOObe

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kenneth H.
Eckstein, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Franklin LLP, in New York, serve as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., Guy B. Moss, Esq.,
Christopher M. Candon at Riemer & Braunstein, LLP, in Boston,
serve as the Debtor's local counsel.  Foley & Lardner LLP is the
Debtor's special counsel.  Tatum LLC, a division of SFN
Professional Services LLC, is the Debtor's financial consultant.
Omni Management Group, LLC, is the claims, and balloting agent.

On March 23, 2011, the Bankruptcy Court entered its order
approving the disclosure statement explaining the Debtor's First
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for, among other things:

   (i) $40,000,000 of new capital, to be raised through an exit
       facility that will be funded by certain of the Consenting
       Bondholders and affiliate entities of certain of the
       Consenting Bondholders;

  (ii) the conversion of the Bonds into 100% of the new equity in
       the post-Effective Date reorganized Debtor;

(iii) the payment of a pro rata share of $500,000 in cash to
       holders of allowed general unsecured claims; and

  (iv) the cancellation of existing equity interests.


MOVIE GALLERY: Negative Credit Reports Rescinded
------------------------------------------------
Joseph G. Cote at the Telegraph reports that more than 8,000
Granite Staters should get a boost to their credit score after the
state announced it had reached a settlement with a bankrupt video
rental chain.  The chain's debt collection practices damaged
millions of people's credit.

According to the report, New Hampshire, along all 49 other states
and the District of Columbia, came to terms with Hollywood Video
and Movie Gallery after the chain's debt collection agency
improperly sent negative credit information to credit bureaus,
according to state Attorney General Michael Delaney.

Numerous customers started reporting problems, including that NCS
was reporting negative credit information without giving customers
advance notice or a chance to dispute their bills.  "This
agreement will protect consumers who may have returned a rental
movie a couple of days late from having negative credit
information on their credit history," Mr. Delaney said.  "My
office is keenly aware of the devastating effect an unwarranted
negative credit report can have on individuals in these difficult
economic times."

Many customers didn't find out about the practice until they were
turned down for credit or had their credit card limits dropped,
Mr. Delaney said.

The negative credit impacts affected an estimated 3.3 million
people, Mr. Delaney said, including 8,175 people in New Hampshire.
The bankruptcy trustee, Movie Gallery Inc.  Bankruptcy First Term
Lenders Liquidating Trust, agreed to cancel all previously
submitted credit reports and agreed to not submit any further
credit reports, Mr. Delaney said.

It also agreed to stop charging interest on the principal amounts
customers owe, to not charge double late fees and to protect
"consumers from future abusive practices in collection of the
accounts," Mr. Delaney said.

The report says the settlement was filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia, Richmond Division.

                        Fees and Interest

Diane C. Lade at the Sun Sentinel reports that Former Hollywood
Video customers will get fees and interest waived as part of the
settlement.

According to the Sun Sentinel report, the bankruptcy trustee
eliminated a $75 collection fee and waive future interest charges
on some accounts under a nationwide settlement affecting up to 3.3
million consumers, the Florida Attorney General's Office announced
Monday.

The action, approved by attorney generals in all states and the
District of Columbia, stemmed from Movie Gallery trustees'
attempts to collect debts following the company's chapter 11
bankruptcy last year.  According to settlement documents, two
third-party collection firms allegedly billed customers late fees
after they returned products, demanded collection fees as well as
money due, and did not notify customers what they owed or contact
them before submitting negative credit information.

The agreement allows First Lien Term Lenders Liquiating Trust to
continue trying to collect $244 million in accounts.  At its
height, Oregon-based Movie Gallery was the second largest video
rental business in North America, with 4,700 outlets.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853) on Oct. 16, 2007.
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 (Bankr. E.D. Va. Case No. 10-
30696) on Feb. 3, 2009.  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represent the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.


NEWLOOK INDUSTRIES: Toronto Regulator Issues Cease Trade Order
--------------------------------------------------------------
Newlook Industries Corp. (cnsx:NLI) announced that a temporary
cease trade order has been issued by the Ontario Securities
Commission May 9.  The OSC has issued the order due to the
Company's delay in filing its annual financial statements along
with associated management discussion and analysis and CEO/CFO
certifications for the year ending Dec. 31, 2010.

The temporary order directs that all trading in the securities of
the Company, whether direct or indirect, cease for a period of
fifteen days from today.  The Company's intention is to issue the
Annual Filings shortly so that the temporary order will lapse and
trading will recommence as soon as possible.  As announced on
May 2, 2011, the Company and its auditors, Deloitte LLP, are
working diligently on finalizing the Annual Filings for issuance.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under NP 12-203 by issuing bi-
weekly default status reports in the form of news releases as long
as it remains in default of the filing requirements to file the
Annual Filings within the prescribed period of time. Newlook is
not subject to any insolvency proceedings at the present time. The
Company confirms that there is no other material information
relating to its affairs that has not been generally disclosed.

Newlook Industries Corp., headquartered in King City, Ontario is a
publicly-traded company listed on the Canadian National Stock
Exchange (CNSX).


NEWPORT TELEVISION: Moody's Upgrades CFR to Caa1; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Newport Television Holdings
LLC's Corporate Family and Probability of Default Ratings to Caa1
from Caa2. Additionally, Moody's upgraded Newport Television LLC's
senior secured credit facilities to B2 from B3 and affirmed the
Caa3 rating of its senior PIK notes. The upgrades reflect improved
operating performance through March 31, 2011 and lower debt-to-
EBITDA leverage as well as expectations for positive free cash
flow over the next 12 months. The outlook has been revised to
stable.

Upgraded

   Issuer - Newport Television Holdings LLC

   -- Corporate family rating -- Upgraded to Caa1 from Caa2

   -- Probability-of-default rating -- Upgraded to Caa1 from Caa2

   Issuer - Newport Television LLC

   -- Senior Secured Revolver due 2016 -- Upgraded to B2 from B3
      (to LGD 3, 31% from LGD 3, 32%)

   -- Senior Secured Term Loan due 2016 -- Upgraded to B2 from B3
      (to LGD 3, 31% from LGD 3, 32%)

Unchanged (point estimates updated):

   Issuer - Newport Television LLC

   -- Senior PIK Toggle Notes due 2017 -- Affirmed Caa3 (to LGD 5,
      85% from LGD 5, 86%)

Revised:

   -- Rating outlook revised to stable

Ratings Rationale

Newport's Caa1 corporate family rating reflects Moody's
expectation that trailing 8 quarter debt-to-EBITDA ratios
(includes consecutive political and non-political years) will
remain in a 7.0x -7.5x range over the rating horizon with the
potential for free cash flow generation of more than $30 million
per year or 4% of debt balances through the first half of 2013.
Ratings are constrained by the high 13%/13.75% coupon on the PIK
notes due 2017 given that free cash flow would fall below these
levels to the extent the company refinances a portion of these
notes with cash pay debt or chooses to pay cash for a portion of
interest expense on these PIK notes. After March 2013, interest on
the PIK notes is required to be paid in cash, resulting in an
increase in cash interest by as much as $33 - $42 million per year
and reducing free cash flow-to-debt ratios to less than 1%.

Core, non-political, advertising revenues are expected to increase
in the low-to-mid single digit range over the rating horizon as
the economy continues to recover and advertising spending
continues to be fragmented over a growing number of media outlets.
Beyond 2011, Moody's expects high demand for political advertising
in 2012 to boost revenues for television broadcasters. Moody's
believes Newport should be able to generate strong political
advertising revenues given the location of its stations in key
election states and track record in even numbered, political
years. In addition to growth in core advertising revenues, Moody's
expects the company to benefit from new retransmission agreements
with MVPD's (cable, satellite or telco distributors) not
previously under contract or as agreements get repriced. Ratings
are also supported by the diversity of Newport's geographic
footprint and affiliations across the four major networks, and 60-
70% proportion of local advertising revenues. Moody's believes
that Newport has an experienced management team, but faces a
difficult challenge in executing its strategy of growing revenues
and increasing market share while contending with high debt levels
and escalating cash interest payments associated with the PIK
notes or their refinancing.

The stable outlook reflects Moody's view that operating
performance and credit metrics will remain in line with
expectations over the rating horizon with trailing 8 quarter debt-
to-EBITDA ratios remaining below 7.8x (including Moody's standard
adjustments) and accommodates the expected decrease in
consolidated revenue in 2011 due to the absence of significant
political revenues during odd numbered years. The stable outlook
also incorporates the potential for refinancing of the PIK notes
with cash pay debt, the resulting increase in cash interest
expense and reduction in free cash flow-to-debt ratios to less
than 1%.

Ratings could be upgraded if revenue and EBITDA growth results in
trailing 8 quarter debt-to-EBITDA ratios being sustained below
7.0x (including Moody's standard adjustments) with free cash flow-
to debt ratios expected to remain in mid-single digits after 2013
when the PIK notes become 100% cash pay. Liquidity would also need
to remain adequate. Ratings could be downgraded if revenue or
EBITDA were to decline due to performance below expectations
resulting in the inability to reduce debt balances, increasing
leverage or free cash flow-to-debt ratios below 1%. Deterioration
in liquidity could also result in a downgrade.

The principal methodology used in rating Newport was Moody's
Global Broadcast Industry, published in June 2008.

Newport Television Holdings LLC ("Newport"), headquartered in
Kansas City, Missouri, owns or operates 32 primary television
stations plus 28 digital multicast stations in 22 markets
including 8 duopolies and 12 additional multi-station markets.
Newport has been a portfolio company of Providence Equity
Partners, Inc. since it was formed to acquire the television group
of Clear Channel Communications, Inc., in 2008. Revenues for the
trailing twelve months ended March 31, 2011, totaled $323 million.


NORTEL NETWORKS: U.S. Headquarters Goes for $43.1 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nortel Networks Inc. was authorized by the bankruptcy
judge this week to sell its U.S. headquarters in Richardson,
Texas, for $43.1 million to Pillar Commercial LLC.  Richardson is
a suburb north of Dallas.  The property consists of an 18-story
office building with more than 413,000 square feet and a 395,000-
square-foot research building.  The buildings are on 18.4 acres.
Nortel, once North America's largest communications equipment
provider, had been pursuing a buyer for 18 months.  The property
was sold without an auction.

                       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.  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.

Nortel Networks has 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.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: Bondholders Seek Fast Answers Over Euro Claims
---------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Nortel Networks Corp. bondholders whose claims attach
to Nortel's U.S. and Canadian units are pushing for fast answers
on some $14 billion worth of claims filed by European units of the
liquidating telecommunications equipment maker.

"Timing is critical," said Milbank Tweed Hadley McCloy LLP's
Thomas Kreller, attorney for an informal group of Nortel
bondholders, according to DBR.

"It's time in this case for the efforts to be focused on getting
the significant cash proceeds in the hands of the creditors," Mr.
Kreller said, speaking at a hearing in the U.S. Bankruptcy Court
in Wilmington, Delaware, according to DBR.

DBR relates that in an interview afterward, Mr. Kreller said
Nortel's spending on bankruptcy lawyers and advisors is a "concern
of all the creditors."

Nortel divested off key assets while in Chapter 11.  So far, it
has raised $3.2 billion by selling its operations as it prepares
to wind up a two-year liquidation due to insolvency.  It expects
to have amassed $4 billion or more in cash to distribute to its
creditors following an auction this June of its remaining patent
portfolios.

According to DBR, the U.S. and Canadian units seek a hearing in
September over the European claims ahead of a trial over how to
divide up the sale proceeds among different units of the company.
Lawyers for Nortel's European units have not agreed to the fast-
track treatment of their claims, which have not even been filed
yet in the U.S. Chapter 11 proceeding.

"It's premature to talk scheduling when the claims have not been
filed," said Edwin Harron of Young Conaway Stargatt & Taylor,
attorney for Nortel's European units, according to the DBR report.

According to DBR, claims filed against Nortel Canada amount to
some $14 billion, including more than $10 billion worth of
recently detailed claims for such things as wrongs by the Toronto-
based parent against Nortel's French unit, and failures to fund
European pensions.

DBR also relates that claims that are expected to be filed by
June 1 in the U.S. will likely mirror the Canadian claims, to
great extent, said James Bromley of Cleary Gottlieb Steen &
Hamilton, Nortel's lead U.S. attorney.

"We do anticipate moving to dismiss these claims as quickly as
possible," Mr. Bromley told Judge Kevin Gross, according to DBR.

                       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.  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.

Nortel Networks has 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.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


PACIFIC AVENUE: Brokers May Not Get Commission From Leasing Work
----------------------------------------------------------------
Susan Stabley at the Charlotte Business Journal reports that
brokers Shawn and Seth Wilfong may not receive commissions owed to
them from leasing work at the EpiCentre because neither brother
holds a real estate license, according to bankruptcy court
documents from the uptown complex's owners.  According to the
report, at least, that's the argument from the creditor's
committee, which represents the dozens of companies that say they
are owed millions of dollars for EpiCentre work.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PANADERIA Y REPOSTERIA: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Panaderia y Reposteria Ponciana Inc.
        aka Ponciana Bakery
        P.O. Box 9045
        Ponce, PR 00732

Bankruptcy Case No.: 11-03924

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  E-mail: modesto@coqui.net

Scheduled Assets: $1,573,479

Scheduled Debts: $1,386,045

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-03924.pdf

The petition was signed by Vanessa Bobet Lagares, president.


PCS HOMES: Sheldon Good Puts Five Properties on Auction Block
-------------------------------------------------------------
Deborah Gates at delmarvanow.com reports that New York auctioneer
Sheldon Good & Company said that five homes at Clearview Meadow in
Dover, Delaware, are among PCS Homes properties to go to absolute
auction May 18 and 19.   There are rumblings that the Wood Creek
club house, golf course and pool will soon be auctioned, the
report quotes homeowner Lloyd Unsell as stating.  "(Our lawyer)
has learned that M&T Bank will likely make a determination about
the properties sometime in mid-May," Mr. Unsell said.

                        About PCS Homes

PCS Homes, operator of a housing development company, along with
seven of its affiliates filed for bankruptcy under Chapter 11
(Bankr. D. Md. Lead Case No. 10-_____).

PCS Homes said six affiliates estimated both assets and debts of
between $1 million and $10 million, while First Development
reported both assets and debts of between $10 million and $50
million.  The six debtor-affiliates are MD Homes, Tidewater Land,
Acorn Land and First Development Group, all of Millersville; FPD
of Prince Frederick; and NC Homes and Breezewood Homes, both of
Raleigh, N.C.

Irving E. Walker, Esq., at Cole Schotz, Meisel, Forman & Leonard,
serves as counsel to the Company.


PENZANCE CASCADES: Garrison Steers Properties to Ch. 11 Exit
------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that after paying off a
$107 million loan, Garrison Investment Group on Wednesday brought
to an end Chapter 11 bankruptcy cases it filed in New York on
behalf of four commercial properties in Reston, Va.

As reported in the May 4, 2011 edition of the Troubled Company
Reporter, Bankruptcy Judge Robert E. Gerber authorized Penzance
Cascades North, LLC and its debtor affiliates to sell
substantially all of their assets -- consisting of four office
buildings located in Reston, Virginia -- to newly formed
affiliates of Garrison Investment Group LP.  The sale to Garrison
is in connection with the refinancing existing mortgage loan
currently in the principal amount of $107,000,000 encumbering the
properties.  In order to close the refinancing, the refinancing
lenders have conditioned that the properties be sold to Garrison.

Proceeds from the sale (which consist of the proceeds of the
Refinancing and an additional equity infusion from Garrison) are
more than sufficient to pay all creditors of the Debtors in full -
-- including the lenders under the mortgage loan -- and to
completely satisfy all administrative liabilities incurred by the
Debtors during their chapter 11 cases, including payment of all
fees of the Office of the United States Trustee.  Under the terms
of the refinancing, the purchaser will borrow $60,000,000 from the
Post-Sale Lenders.  In addition, Garrison will make an equity
investment in the Purchaser in the amount of $40,000,000.  The
combined proceeds will then be used by the Purchaser to purchase
the Debtors' properties.

                    About Penzance Cascades

Penzance Cascades North LLC, along with affiliates, filed for
bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-16643).  The affiliates that filed are Penzance Cascades West
LLC (Bankr. S.D.N.Y. Case No. 10-16644), Penzance Parkridge Two,
LLC (Case No. 10-16645) and Penzance Parkridge Five, LLC (Case No.
10-16646).

The Penzance entities own office buildings in Reston, Virginia.
They filed Chapter 11 petitions on Dec. 15, 2010, to head off
foreclosure the next day.  The properties, whose ultimate owner is
a fund managed by Garrison Investment Group, owe $107 million on a
mortgage where $67.5 million of the debt is now held in a
securitization.

Penzance Cascades North, owner of a five-story building in Reston,
Virginia, estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in New York, serves as counsel to the Debtors.


POINT BLANK: Equity Holders' Motion to Unseal Objection Denied
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order (I) denying Point Blank Solutions' official committee of
equity security holders' motion to publicly file its objection to
the Company's Disclosure Statement describing the Amended Joint
Chapter 11 Plan of Reorganization, dated April 8, 2011, and (II)
permitting certain portions of the objection to be filed under
seal.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


PRE-PAID LEGAL: S&P Gives 'B' CCR on MidOcean Acquisition
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Ada, Okla.-based Pre-Paid Legal
Services Inc. (PPD), following the announcement of PPD's leveraged
acquisition by MidOcean Partners. The outlook is stable.

"At the same time, we assigned our preliminary 'B+' issue ratings
to the company's $430 million senior secured credit facility,
which consists of a $30 million revolving credit facility due 2016
and $400 million term loan B due 2017. The preliminary recovery
ratings are '2', indicating our expectation of substantial (70% to
90%) recovery for creditors in the event of a payment default,"
S&P stated.

S&P continued, "Our ratings are subject to review of final
documentation. Upon review of final documentation we will issue
our final ratings, which may change from our preliminary ratings.
We estimate PPD will have about $400 million in reported
debt outstanding following the transaction."

"The ratings reflect our analysis that PPD has a narrow product
focus and participates in a small, niche segment of the legal
service plan industry as well as our belief that the gradual
decline in the membership base since 2006 will be difficult to
reverse over the near term," said Standard & Poor's credit analyst
Rick Joy.

"Our rating outlook on PPD is stable, reflecting our assessment
that membership growth and retention is unlikely to improve, which
will result in credit measures remaining weak and in line with 'B'
rating category medians," said Mr. Joy. "At the same time, we
expect liquidity to remain adequate and covenant cushion to remain
sufficient."


PREMIER GOLF: Files For Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Steve Schmidt at The San Diego Union-Tribune reports that Premier
Golf Properties filed for Chapter 11 protection to overhaul its
finances.  According to company President Daryl Idler, the
maneuver will allow the firm to press ahead with plans for a new
clubhouse and a senior rental complex.  He said the projects have
been stalled by a $11.5 million bank loan that his company has
been unable to extend or renew.  A federal regulatory agency last
year imposed a cease and desist order on the lender, Far East
National Bank.  The Company must secure the approval of county
officials before moving ahead with the improvements.  The company
is talking with county planners about modifying the club's major
use permit.

Based in El Cajon, California, Premier Golf Properties LP, owns
the 36-hole Cottonwood Golf Club in Rancho San Diego, California.
Premier Golf filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Calif. Case No. 11-07388) on May 2, 2011.  Judge Peter W.
Bowie presides over the case.  Jack F. Fitzmaurice, Esq., at
Fitzmaurice & Demergian, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million.


QR PROPERTIES: Disclosure Statement Hearing Set for June 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts set a
hearing on June 30, 2011, at 10:45 a.m., to consider the adequacy
of the disclosure statement explaining QR Properties LLC's
proposed Chapter 11 plan.  Objections, if any, are due June 15,
2011.

Webster Bank National Association has already objected to
Disclosure Statement.  The bank says the document contains
inaccurate or at best inadequate information as to (a) the
Debtor's dealings with insiders; (b) the treatment of Webster
Bank's secured claim, and; (c) amounts and sources of necessary
funding for post-confirmation costs of operation of the Debtor's
business.

The Plan is premised on the Debtor's sale of a real property known
as The Residences of Quail Ridge at 354 B Great Road and Skyline
Drive, Acton, Massachusetts and the related buildings and
improvements to Pulte Homes of New England, LLC, free and clear of
all liens, for $7,350,000.  The premises contain approximately 156
acres and include an 18-hole golf course.

An agreement between the Debtor and Pulte Homes contemplates the
conversion of the golf course to a nine-hole course and the
construction and ultimate sale by Pulte Homes of 174 housing units
on the Premises.  The Additional Purchase Price is to be generated
by the sale of the housing units in accordance with a formula set
forth in the Agreement.  The sale will be approved pursuant to
Section 363(b) and (f) of the Bankruptcy Code.

The Base Purchase Price and the Additional Purchase Price will be
used to fund the Plan.  Michael F. Rolla will continue to serve as
the manager of the Reorganized Debtor.  The Reorganized Debtor
will, in accordance with the Agreement, operate the golf course
and will collect the Additional Purchase Price and act as the
disbursing agent under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?75fc

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


R&M GOURMET: Market at Pavilions Files Chapter 11 in Sacramento
---------------------------------------------------------------
R&M Gourmet Foods, A California LLC, doing business as The Market
At Pavilions, formerly doing business as David Berkeley Fine
Wines, Etc., filed a Chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-30496) in Sacramento on April 28, 2011.

Allen Pierleoni at the Sacramento Bee reports that until 2008, the
Market had been owned by food-and-wine expert David Berkley for 25
years and was called David Berkley Fine Wines & Specialty Foods.

Statements of gross income filed with the bankruptcy court show
the Market at Pavilion's sales have been declining in the last two
years.

The Company claimed liabilities of $679,631 and assets of $46,522.

The Market's biggest debt is owed to California Bank and Trust, a
Small Business Administration loan of $387,000.  Among other
listed creditors are landlord Donahue Schriber, the Costa Mesa-
based company that owns Pavilions; Sysco Food Services of
Sacramento; Produce Express of Sacramento; Mahoney's Seafood Inc.
of Fair Oaks; and Tony's Fine Foods of West Sacramento.  In
addition, the documents state, the Market owes wages to about 15
of its employees and sales taxes to the California Board of
Equalization.

A copy of the Chapter 11 petition is available at
http://bankrupt.com/misc/caeb_11-30496.pdf

The Debtor is represented by:

         Julia P. Gibbs, Esq.
         1329 Howe Ave #205
         Sacramento, CA 95825-3363
         Tel: (916) 646-2800


RANGE RESOURCES: Moody's Rates Senior Subordinated Notes 'Ba3'
--------------------------------------------------------------
Moody's Investors Service rated Range Resources Corporation's
(Range) new senior subordinated notes due 2021 Ba3 (LGD 4, 69%).
The outlook is stable. Proceeds from the new notes will be used
to fund a tender offer for the $150 million 6.375% senior
subordinated notes due 2015 and the $250 million 7.5% senior
subordinated notes due 2016.

"The Ba3 rating for the senior subordinated notes reflects the
attractive reserve position and low finding cost for Range as well
as the improved liquidity position resulting from the recent sale
of the Barnett Shale assets for $900 million. The sale of the
Barnett Shale will fund the company's aggressive development plans
in 2011 alleviating one of our near term concerns," said Stuart
Miller, Moody's Vice President. "However, there is considerable
execution risk and a degree of concentration risk associated with
the company's intense focus on rapidly developing its Appalachian
assets."

Ratings Rationale

With development costs that have historically averaged less than
$6.00 per BOE and a total capital budget of $1.4 billion for 2011,
Moody's expects that Range will quickly replace the Barnett Shale
reserves and production that were sold in early May. The sales
package included an estimated 151 MMBOE of proved reserves and
approximately 18.3 MBOE/day of production. Pro forma for the sale,
Range has proved reserves of 690 MMBOE and production for the
quarter ended March 31, 2011 would have been 72.6 MBOE/day. Even
after taking into account the recent sale, Range's scale compares
favorably to many similarly rated peers, as well as to some higher
rated companies.

The aggressive capital spending plan for 2011 and 2012 is targeted
primarily to the company's expansive acreage position in
Appalachia. While the company has other high quality assets in its
portfolio, Range has allocated over 80% of its drilling budget to
the Marcellus Shale. Despite the success the company has
experienced in the Marcellus Shale, significant execution risk is
inherent in its strategy. Development of the Marcellus Shale will
require local political support for hydraulic fracturing of the
horizontal wells, and the construction by third parties of
takeaway capacity for the ethane that is produced in association
with the natural gas. A slowdown in the hydraulic fracturing of
drilled wells, or a lack of gas processing capacity, could result
in an increase in leverage as the drilling dollars are spent
without a commensurate increase in production. Currently, Range's
debt to average daily production is $24,800 per BOE. Changes to
this ratio should be a good barometer to measure Range's success
in implementing its growth strategy in the Marcellus.

The stable outlook can accommodate the current level of leverage
given the company's scale and track record of adding reserves at
attractive costs. The rating outlook could change positively if
the company continues to grow reserves and production, if the
leverage ratio trends towards $20,000 per BOE/day, and if the
ratio of debt to proved developed reserves remains below $6.50 per
BOE. Alternatively, if the leverage ratio creeps up unexpectedly
towards $30,000 per BOE, it would be viewed negatively in light of
the significant negative free cash flow expected in 2012.

The principal methodology used in rating Range Resources, Inc. was
Moody's Global Exploration and Production (E&P) rating
methodology, published in December, 2008.

Range Resources Corporation, with annual revenues of $889 million
is a mid-sized independent exploration and production company that
is headquartered in Fort Worth, Texas.


RANGE RESOURCES: S&P Gives 'BB' Rating on $400MM Sr. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned issue level and
recovery ratings to exploration and production (E&P) company Range
Resources Corp.'s (BB/Stable/--) $400 million senior subordinated
notes due 2021. The assigned issue rating on the notes is 'BB'
(the same as the corporate credit rating)."The recovery rating on
this debt is '4', indicating our expectation of average (30% to
50%) recovery in the event of default. We do not expect any
changes in ratings if the offering size is increased. The company
will use the proceeds to refinance its $150 million 6.375% notes
due 2015 and $250 million 7.5% notes due 2016," S&P said.

S&P continued, "At the same time we revised the recovery ratings
on Range's existing subordinated debt to '4' from '3'; the issue
ratings remain unchanged at 'BB'. The issue and recovery ratings
on the secured credit facility remain 'BBB-' and '1'."

The ratings on the independent oil and gas E&P company Range
Resources Corp. reflect what Standard & Poor's views as the
company's fair business risk profile, which is largely a result of
the cyclical and capital-intensive nature of the industry,
currently weak natural gas prices, and its large capital
expenditure program. The ratings also incorporate Range's low cost
structure, strong Marcellus position, and ample liquidity. The
company recently closed its Barnett property sale, the proceeds of
which were used to pay down revolver borrowings. As of March 31,
2011, pro forma for the sale, the Fort Worth, Texas-based Range
had approximately $1.8 billion in adjusted debt, adjusted for
operating leases and accrued interest.

Ratings List
Corporate credit rating                 BB/Stable/--

New rating
$400 mil sr sub notes due 2021          BB
   Recovery rating                       4

Recovery Rating Revised
                                         To         From
Senior subordinate debt                 BB         BB
  Recovery rating                        4          3


RARE LLC: Court Discharges Chapter 7 Bankruptcy
-----------------------------------------------
Rick Carroll at the Aspen Times reports that court records showed
the Chapter 7 bankruptcy of Rare LLC was discharged April 27, and
nearly $20 million in creditors' claims won't be satisfied.
Nineteen creditors have addresses listed in the Aspen-Snowmass and
Basalt areas.

According to the report, only the administrative costs associated
with the bankruptcy -- totaling $35,593 -- were paid out.

Rare LLC was the brainchild of Basalt resident Ronald Wallace.  As
a mail-order wine business, the company specialized in selling
futures from coveted regions such as Bordeaux.  From 1999 to 2003,
U.S. prosecutors said, Wallace took money from customers for wine
futures he mostly failed to deliver.  Instead, he used the money
to buy a BMW, remodel his home, join the Roaring Fork Club and jet
around the world, prosecutors said.

Mr. Wallace, as the company head, was convicted on federal charges
that he bilked connoisseurs out of $13 million, and was ordered,
as part of his sentencing, to refund his clients $11 million.

The bankruptcy, meanwhile, approved by Trustee Joseph G. Rosania,
identifies all of Rare LLC's creditors who filed claims seeking
money from the Rare estate.  None of them will be paid.  Among
them are Maurice Marciano, co-founder of Guess? Inc., who made
separate claims for $1,468,545 and $1,724,965.  Another Guess? co-
founder, Paul Marciano, made claims of $378,118 and $750,891.
Former Microsoft executive Scott Oki also made a claim seeking
just over $1 million.  Other high-profile clients who won't see a
dime include ESPN sports broadcaster Chris Fowler ($22,388) and
baseball pitcher Jamie Moyer's nonprofit Moyer Foundation
($13,275).

Rare filed for Chapter 11 bankruptcy protection on March 17, 2003.
The bankruptcy was converted to Chapter 7 liquidation on May 14,
2004.


RASER TECHNOLOGIES: Closes $750,000 Bridge Loan With Investor
-------------------------------------------------------------
As disclosed in Raser Technologies Inc.'s Annual Report on Form
10-K, filed on April 15, 2011, the Company and its wholly-owned
subsidiary Thermo No. 1 BE-01, LLC (collectively, the
"Borrowers"), entered into a Bridge Loan Agreement with an
accredited investor, pursuant to which the investor agreed to lend
to Borrowers up to $750,000, secured by liens covering certain,
but not all, assets of the Borrowers.

The Loan matures on July 15, 2011, at which time, interest on the
Loan, which accrues at a rate equal to LIBOR plus 12.5%, together
with the principal amount of the Loan, are payable in full.

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

                       http://is.gd/Fb5q6H

Contemporaneously with the closing of the loan, the Investor sold
the loan to an unaffiliated accredited investor.

                  About Raser Technologies, Inc.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.
The Debtors disclosed $41.8 million in assets and $107.8 million
in debts as of Dec. 31, 2010.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RCC SOUTH: Initial Hearing for Plan Confirmation on May 24
----------------------------------------------------------
Judge Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona approved on April 20, 2011, the third amended
disclosure statement explaining the plan of reorganization of RCC
South, LLC.

An initial hearing to consider confirmation of the Plan is set for
May 24, 2011, at 10:00 a.m.  Objections to the confirmation of the
Plan are due May 17.

On April 19, the Debtor filed a third amended disclosure statement
to accommodate the changes requested by the Court.  A copy of the
3rd Amended Disclosure Statement is available at:

              http://ResearchArchives.com/t/s?7601

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 10-23475) on July 27, 2010.  John J. Hebert, Esq., at
Polsenelli Shughart, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


R. D. HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: R. D. Hospitality, LLC
        dba Sleep Inn
        3211 Venture Park Drive
        Lake Charles, LA 70615

Bankruptcy Case No.: 11-20479

Chapter 11 Petition Date: May 11, 2011

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $1,705,000

Scheduled Debts: $4,118,070

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/lawb11-20479.pdf

The petition was signed by Parminder Randhawa, managing member.


REAL MEX: Restaurants Downgraded Amid Covenant Concerns
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that after Sun Capital Partners
Inc.-backed Real Mex Restaurants Inc. warned that it may not meet
some of its loan covenants, Moody's Investors Service downgraded
the company's corporate family rating deeper into junk territory.

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Dec. 26, 2010 showed $281.44
million in total assets, $253.97 million in total liabilities and
$27.47 million in total stockholders' equity.


RELATED GROUP: To Acquire Note on Omni International Mall Complex
-----------------------------------------------------------------
Robbie Whelan, writing for The Wall Street Journal, reports that a
group led by Jorge Perez's Related Group and Florida real-estate
developers Jimmy Tate and Sergio Rok were expected to close this
week on a deal under contract to buy the note on the Omni
International Mall complex in downtown Miami, which includes a
500-room Hilton hotel and 420,000 square feet of office space
nearby, according to people familiar with the matter.

At the same time, the Journal says, Mr. Perez has his eye on new
construction.  Even with 5,000 unsold condominium units in Miami,
Mr. Perez plans to break ground before the end of the year on two
projects, with the help of $100 million of his own money that he
has contributed to his company in the past year, he says.

According to the Journal, Mr. Perez is attempting a comeback even
as Miami's condo market continues to suffer from the glut he
helped create.  In the past two years, the Journal notes, Mr.
Perez struggled with a multitude of lenders and buyers, gave up
properties to foreclosure, and lost more than $1 billion of his
personal net worth.  HSBC foreclosed on Mr. Perez's Trump
Hollywood property late last year and sold its $227 million
mortgage note to a Florida developer for $180 million.  Lenders
also took over his Icon Brickell project.


RIOCAN REAL: S&P Affirms Rating on C$125MM Trust Units at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit rating on RioCan as well as our 'BBB-' issue rating on
C$1.1 billion of unsecured debentures and its 'BB+' issue and 'P-
3' (High) Canadian scale rating on C$125 million of preferred
trust units.

Standard & Poor's Ratings Services revised its outlook on Toronto-
based RioCan Real Estate Investment Trust to stable from negative.
"At the same time, we affirmed our 'BBB' corporate credit rating
on the company and our ratings on roughly C$1.2 billion of
Securities," S&P related.

"We revised our outlook on RioCan to reflect our expectation that
moderate but steady expansion in cash flow will support continued
improvement in coverage measures in 2011," said credit analyst
James Fielding. "We believe that our view is supported by the
favorable balance of supply and demand environment for Canadian
retail landlords in general and RioCan's leading market position
in the Canadian retail real estate market in particular."

Standard & Poor's would lower its ratings by one notch if RioCan
took advantage of the greater flexibility to increase leverage
under IFRS accounting such that fixed-charge coverage remained
below 2.0x in 2011 or if the company elected to increase trust
distributions such that total coverage remained below 1.0x.


RITE AID: Could End Up Being Sold, Analysts Say
-----------------------------------------------
Sharon Smith at the Patriot-News reports that Rite Aid Corp.
recently faced the possibility of being delisted by the New York
Stock Exchange because its stock price was below $1, but an uptick
in prices has averted that threat.

Still, with all of the company's challenges, some wonder how much
longer Rite Aid can remain an independent company.  Some analysts
and shareholders suggest that Rite Aid could end up being sold,
according to the report.

"Somehow it will be acquired," the report quotes Howard
Davidowitz, a retail industry consultant with Davidowitz &
Associates in New York, as saying.  "To stay independent, it will
mean major investments to compete with Walgreens and CVS -- huge
investments to their stores," Mr. Davidowitz said.  "Where will
Rite Aid get that cash? Rite Aid doesn't have a lot of free cash
to invest in their business."

According to the report, Rite Aid CEO John Standley's background
might be fueling speculation of a sale.  Standley, who became CEO
in June, ran the Pathmark grocery store chain when it was sold to
A&P.  He held an executive position at the Fred Meyer retail chain
before it was sold to The Kroger Co..

According to Ms. Smith, others have looked at Rite Aid's debt and
suggested that Chapter 11 bankruptcy might be an option that would
allow the chain to get out from under some of its debt and emerge
a stronger company.

                           About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011 showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


ROLLING HILLS: Must Turn Over Cabin Sale Proceeds to Lienholder
---------------------------------------------------------------
Bankruptcy Judge David T. Stosberg denied the request of Rolling
Hills Camping Resort, Inc., to disburse the proceeds from the sale
of cabins to pay certain administrative expenses.  The Debtor sold
the cabins and the total amount realized by the Debtor from the
sales was $19,830. Creditor Maynard Fernandez objected to the
motion, asserting that he possessed a security interest in the
cabin proceeds.  The Court agreed, saying the cabins constitute
part of Mr. Fernandez's collateral under a Mortgage and Security
Agreement.  As such, any proceeds from the sale of the collateral
cannot be used to pay the Debtor's administrative expenses and
must be paid to Mr. Fernandez, as lienholder.  The Court directed
the Debtor to turn over the Cabin Funds to Mr. Fernandez.

A copy of the Court's May 11, 2011 Memorandum is available at
http://leagle.com/xmlResult.aspx?xmldoc=In+BCO+20110511562.xml&doc
base=CSLWAR3-2007-CURR&xmlPage=0 from Leagle.com.

Rolling Hills Camping Resort, Inc., filed for Chapter 11
bankruptcy (Bankr. W.D. Ky. Case No. 09-33867) on July 31, 2009.


ROTECH HEALTHCARE: Incurs $2.7-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Rotech Healthcare Inc. reported a net loss of $2.70 million on
$121.50 million of net revenues for the three months ended
March 31, 2011, compared with a net loss of $6.50 million on
$123.40 million of net revenues for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/ANNrU0

                       About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROOKWOOD CORP: Involuntary Petition Stays Auction
-------------------------------------------------
As reported in the May 9, 2011 edition of the Troubled Company
Reporter, three creditors signed an involuntary Chapter 11
petition (Baknr. S.D. Ohio Case No. 11-12756) for The Rookwood
Corporation on May 4, 2011.  The petitioners are Sharri
Rammelsberg (owed $105,000 for a promissory note), Alfred J.
Berger, Jr. (owed $98,250) and Christopher Rose ($56,078).  Reuel
D. Ash, Esq., at Ulmer & Berne, LLP, in Cincinnati, Ohio, serves
as counsel to the petitioners.

Jon Newberry at the Business Courier reports that the involuntary
petition was filed days before the Company's assets were scheduled
to be sold at an auction.  Doug Lutz, a bankruptcy and
restructuring lawyer at Frost Brown Todd who is not involved in
the Rookwood matter, said the filing will automatically put the
auction on hold, along with any other actions that are not in the
ordinary course of business.  Mr. Lutz likened the creditors'
action to the filing of a complaint against the company, seeking a
court determination of whether or not it's insolvent.

The Business Courier, citing the online case docket, says Rookwood
Corp. has 21 days to respond to the filing.

Rookwood Corp. produces art pottery under the iconic Rookwood
brand.


RW LOUISVILLE: Further Fine-Tunes Proposed Reorganization Plan
--------------------------------------------------------------
RW Louisville Hotel Associates LLC filed a proposed third amended
plan of reorganization and disclosure statement with the U.S.
Bankruptcy Court for the Western District of Kentucky.

The Plan provides for the Debtor to emerge from Chapter 11 as a
reorganized debtor continuing to operate a full-service Holiday
Inn hotel, made possible by a restructuring of the Debtor's
secured and unsecured debt.

Under the Plan, the Debtor will pay general unsecured claims 25%
of their value, pro rata, with 36 equal monthly payments beginning
six months after the effective date of the Plan.  Priority general
unsecured claims will be paid in full but without interest with
six equal monthly payments beginning upon the Effective Date.

The Debtor will pay the De Minimis claims 80% of their value,
without interest, within 30 days of the effective date.

A full-text copy of the Third Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75fd

A full-text copy of the Third Amended Chapter 11 Plan is available
for free at http://ResearchArchives.com/t/s?75fe

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


RGB RESORT: Miami Bankruptcy Judge Named Mediator
-------------------------------------------------
Mark Basch at the Florida Times-Union reports that a Miami
bankruptcy judge has been appointed as a mediator to try and
resolve the dispute between the owners of the Sawgrass Marriott
Golf Resort & Spa and its major lender, Goldman Sachs Mortgage Co.

The main focus of the case has been a restructuring of $193
million in loans by Goldman Sachs to RQB Resort LP, the owner of
the resort that sought bankruptcy protection.  Both sides agreed
in April to the appointment of a mediator to help come up with a
satisfactory reorganization plan.

U.S. Bankruptcy Judge Paul Glenn in Jacksonville issued an order
appointing Laurel Isicoff, a judge for the U.S. Bankruptcy Court
for the Southern District of Florida, as the mediator.

RQB is facing a June 7 deadline to file its bankruptcy
reorganization plan.  Stephen Busey, a Jacksonville attorney
representing RQB, said no dates have been set for the parties to
meet with Judge Isicoff.  But RQB is hoping the mediation will
result in a reorganization plan before the deadline that will
allow it to restructure the debt and continue operating the
resort.

Judge Isicoff will attempt to mediate the dispute between RQB and
Goldman Sachs but is not authorized to issue a binding ruling on
the parties, the report quotes Mr. Busey as saying.

The Florida Times-Union relates that both RQB and Goldman Sachs
have agreed that the value of the Sawgrass Marriott has dropped
since RQB bought it for $220 million in 2006, but a dispute over
the current value of the resort has extended the bankruptcy
process.  After a hearing in December and a second hearing in
February, Glenn ruled that the property is now worth $132 million,
meaning that RQB needs to come up with a plan to repay $132
million to Goldman Sachs.

Goldman Sachs has filed motions seeking to foreclose on the
property, but Glenn has given RQB time to come up with a
restructuring plan for the debt.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAN MARCOS CAPITAL: Guaranty Bank Accuses Owners of Fraud
---------------------------------------------------------
Luci Scott at the Arizona Republic reports that Guaranty Bank and
Trust Co. accused the owner of the Crowne Plaza San Marcos Golf
Resort of taking hundreds of thousands of dollars desperately
needed by the Chandler resort and distributing it to the
property's general partner in the year before its bankruptcy
petition was filed.

According to the report, the bank, alleging fraud, mismanagement
and conflicts of interest, filed papers asking the bankruptcy
court to dismiss the owner's petition for a Chapter 11 bankruptcy
reorganization, and to convert it to Chapter 7 liquidation or
appoint a trustee under Chapter 11 "for cause."

The resort's owner, Denver-based San Marcos Capital Partners,
filed for bankruptcy protection in March.  The general partner is
San Marcos Resort Investors LLC.  A receiver, Rhode Island-based
Smiling Hospitality, is overseeing the property.

John Fries, an attorney for the bank, told Bankruptcy Judge George
Nielsen that $416,000 was transferred from the resort to the
general partner in the year before the resort's bankruptcy filing.

                     About San Marcos Capital

San Marcos Capital Partners, LP, owns the Crowne Plaza San Marcos
Golf Resort in downtown Chandler, Arizona.  It filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 11-07144) on March 18, 2011.
Duncan E. Barber, Esq., at Bieging Shapiro & Burrus, LLP, in
Denver, Colorado, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $50,000 and debts of up to $50,000,000
as of the Chapter 11 filing.


SAVANNA ENERGY: S&P Gives 'B+' CCR; Outlook is Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based land driller
Savanna Energy Services Corp. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating (the same as the corporate credit rating), and '4' recovery
rating, to the company's proposed C$125 million senior unsecured
notes due 2018. "The '4' recovery rating indicates our expectation
of average (30%-50%) recovery in the event of a default. Savanna
plans to use proceeds of the notes to repay borrowings under its
existing credit facility. We do not rate the company's proposed
C$135 million revolving credit facility, which will close with, or
shortly after, the notes' sale," S&P related.

"The ratings on Savanna reflect our view of the company's
vulnerable business risk profile and significant financial risk
profile," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos. "Our assessment of Savanna's business risk profile
hinges on its position as a land driller subject to the high
degree of demand cyclicality and price volatility inherent in the
market for oilfield services, especially drilling," Ms. Saha-
Yannopoulos added.

"The vulnerable business risk profile also reflects what we
believe to be the industry's highly competitive nature as well as
Savanna's weak asset base and meaningful levels of capital
investment necessary to upgrade its drilling rig fleet. The
business risk profile also takes into account our view of the
company's fleet quality and its long-term contracts. In our
opinion, Savanna's financial risk profile is a result of the
company's ability to manage its financial measures through the
recent downturn," according to S&P.

"The ratings reflect our expectation that Savanna will have a pro
forma capital structure of debt leverage of less than 2x. We
expect metrics to continue to be in line with the rating at least
through 2012, with debt leverage below 2x and funds from
operations-to-debt above 40%. Specifically, we expect Savanna
to continue benefiting from near-term strong demand for its
conventional land rigs due to a combination of increased
horizontal drilling as well as exploration and production
companies' increased capital budgets. The company also plans to
market its hybrid rigs through upgrades or by relocating them to
different projects (heavy oil) or regions (Australia). This
strategy should allow Savanna to use its fleet more effectively
and provide the company with some cash flow stability," S&P
elaborated.

S&P added, "The stable outlook reflects our expectation that
Savanna will maintain near-term credit metrics in line with the
'B+' rating, with leverage below 2x. We could lower the ratings if
leverage exceeds 3x, a scenario we think could occur as a result
of significantly weaker market fundamentals, the company's
inability to market its asset base, or through aggressively
financed growth initiatives. We do not expect a positive rating
action in the next 12 months, limited by the company's current
asset base and narrow geographic diversity."


SBARRO INC: Seeks to Hire Kirkland & Ellis as Attorneys
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sbarro Inc seeks to hire
Kirkland & Ellis as attorneys, filed April 19 with the U.S.
Bankruptcy Court in Manhattan.

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

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

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

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


SBARRO INC: Creditors Committee Seeks Hiring Approvals
------------------------------------------------------
BankruptcyData.com reports that Sbarro, Inc.'s official committee
of unsecured creditors filed with the U.S. Bankruptcy Court
motions to retain

-- Otterbourg, Steindler, Houston & Rosen (Contact: Scott Hazan)
    as counsel at these hourly rates:

     * partner / counsel at $570 to $895,
     * associate at $245 to $595 and
     * paralegal at $205 to $230 and

-- Mesirow Financial Consulting (Contact: Larry Lattig) as
    financial advisor at these hourly rates:
     * senior managing director, managing director and director at
       $775 to $825,

     * senior vice president at $665 to $725,

     * vice president at $565 to $625,

     * senior associate at $465 to $525,

     * associate at $285 to $395 and

     * paraprofessional at $145 to $240.

Meanwhile, BankruptcyData.com reports that the U.S. Bankruptcy
Court approved Sbarro's motions to retain Epiq Bankruptcy
Solutions as administrative agent; PricewaterhouseCoopers as
bankruptcy consultant, independent auditor, consultant and
international tax advisor; Curtis, Mallet-Prevost, Colt & Mosle as
conflicts counsel; Cadwalader, Wickersham & Taft as counsel to the
restructuring committee; Marotta Gund Budd & Dzera special
financial advisor; Steinberg, Fineo, Berger & Fischoff as special
counsel; Kirkland & Ellis as attorney and Rothschild as financial
advisor and investment banker.

                        About Sbarro, Inc.

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

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

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

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


SCHUTT SPORTS: Wins Confirmation of Chapter 11 Plan
---------------------------------------------------
Schutt Sports Inc. obtained confirmation of its liquidating
Chapter 11 plan at a hearing on May 10.

The Debtor and the official committee of unsecured creditors
appointed in the case are proponents of the Plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors overwhelmingly voted to accept the plan.
Unsecured creditors were told in the disclosure statement not to
expect recovering more than 3% on their $15.9 million in claims.
The principal creditors were previously paid as the result of a
settlement with competitor Riddell Inc.

According to the Disclosure Statement, as amended, the Plan
provides for the following recovery for holders of claims and
interests:

   Class of Creditors            Estimated Percentage Recovery
   ------------------            -----------------------------
Class 2 - Secured Creditors                100%

Class 3 - General Unsecured Claims SH      - 1% to 3%
                                   SSI     - 1% to 3%
                                   Circle  - 1% to 3%
                                   Melas, Mt. View, RDH and
                                   Triangle - Each less than 1%

Class 4 - Critical Trade vendor    Each less than 1%
          Claims

Class 5 - Unsecured Convenience    18%
          Claims

Class 6 - Penalty Claims           Less than 1%

Class 7 - Interest                 Less than 1%

Class 8 - Intercompany Interest    0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SchuttSports_DS329.pdf

                     About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria W. Counihan, Esq., and Sandra G. M. Selzer, Esq., at
Greenberg Traurig, LLP, in Wilmington Del.; and Keith J. Shapiro,
Esq., and Nancy A. Peterman, Esq., at Greenberg Traurig, LLP, in
Chicago, Ill., represent the Debtors as counsel.  Ernst & Young is
the Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.  Womble Carlyle
Sandridge & Rice, PLLC also represents the Committee.

The Debtor estimated assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SCOVILL FASTENERS: Section 341(a) Meeting Set for May 23
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Scovill Fasteners Inc. and its debtor-affiliates on May 23,
2011, at 10:00 a.m., Lower Plaza, Russell Federal Building, 75
Spring Street SW in Atlanta, Georgia.

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

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

                       About 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.


SCOVILL FASTENERS: U.S. Trustee Forms 3-Member Creditors' Panel
---------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Scovill Fasteners Inc. and its debtor-affiliates.

The members of the Committee are:

   1) GBC Metals, LLC d/b/a Olin Brass
      ATTN: Thomas Werner, Vice-President, Marketing & Sales
      427 North Shamrock St.
      East Alton, Il 62024
      Tel: 618-258-5795
      Fax: 618-258-5535
      Email: thomas.werner@olinbrass.com

   2) Metal Chem, Inc.
      ATTN: Michael J. Aleksinas, President
      509 Huntington Rd.
      Greenville, SC 29615
      Tel: 864-877-6175
      Fax: 864-877-6176
      Email: mike@metalchem-inc.com

   3) Scott Brass, Inc.
      ATTN: David Martinelli, Vice Preident
      1637 Elmwood Avenue
      Craston, RI 02910
      Tel: 800-556-6470
      Fax: 401-461-9057
      Email: d.martinelli@scottbrass.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       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.


SEARS HOLDINGS: Moody's Puts Low-B Ratings on Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed its ratings on Sears Holdings
Corporation and wholly owned subsidiaries on review for a possible
downgrade. The company's SGL-2 Speculative Grade Liquidity rating
was affirmed. LGD assessments are subject to change.

The review for possible downgrade reflects Sears' announcement
that it anticipates a sizable decline in earnings in its first
quarter of 2011. The company has announced that it anticipates
report a first quarter net loss attributable to shareholders of
between $145 million and $195 million. This represents a sizable
decrease from profits of $16 million in last year's comparable
period and significantly exceeds Moody's previous expectations.
Weak comparable sales are expected for all three key operating
divisions (Kmart, Sears Domestic and Sears Canada). Even before
this announcement, credit metrics and operating margins were weak
for the current ratings, and these weak results his will place
further negative pressure on key metrics.

The affirmation of the company's SGL-2 Speculative Grade Liquidity
rating reflects expectations that the company's overall liquidity
remains good even following the expected weak performance in its
first quarter. The company still maintains significant cash
balances and access to a $3.275 billion asset based credit
facility that is substantially undrawn.

Moody's review will focus on the company's strategies to arrest
the persistent erosion in sales and operating performance across
Kmart, Sears Domestic, and Sears Canada. Key areas of focus will
be the ability to for its appliance business to recover toward
historical levels of performance and new product introduction in
key categories such as hardware and apparel.

These ratings were placed on review. LGD assessments are subject
to change.

   Sears Holdings Corporation

   -- Corporate Family Rating Ba2

   -- Issuer Rating Ba2

   -- Senior Secured Ba1/LGD3

   -- Sears, Roebuck and Co.

   -- Issuer Rating Ba2

   Sears Roebuck Acceptance Corp.

   -- Senior Unsecured Ba3/LGD5

   Sears DC Corp.

   -- Senior Unsecured MTN B1/LGD6

These ratings were affirmed:

   Sears Holdings Corporation

   -- Speculative Grade Liquidity rating at SGL-2

   Sears Roebuck Acceptance Corp

   -- Commercial Paper at Not Prime

The principal methodology used in rating Sears Holdings
Corporation was the Global Retail Industry Methodology, published
December 2006.Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 92%
stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware. Revenues are approximately $43 billion.


SEQUENOM INC: Incurs $12.7-Mil. Net Loss in 1st Quarter
-------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $12.67 million on $13.51 million of total revenues for the
three months ended March 31, 2011, compared with a net loss of
$16.94 million on $10.61 million of total revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$162.60 million in total assets, $21.08 million in total
liabilities, and $141.52 million in total stockholders' equity.

"We continued to meet our operational expectations and achieved
the performance goals set for the period, growing revenue and
effectively managing expenses as Sequenom CMM prepares to launch
its new products in the coming quarters," said Paul V. Maier,
Sequenom's CFO.  "Our net cash use was favorable as compared to
the same period one year ago, enabling us to maintain our strong
cash balances as we head into the second quarter and the
implementation of our commercialization strategy and
infrastructure build-out."

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

                        http://is.gd/6Iegp2

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHAMROCK-SHAMROCK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shamrock-Shamrock, Inc
        P.O. Box 227
        Daytona Beach, FL 32115

Bankruptcy Case No.: 11-07061

Chapter 11 Petition Date: May 10, 2011

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $12,284,976

Scheduled Debts: $17,021,201

The petition was signed by Patrick Sullivan, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
PNC Bank                 1757 N. Nova Rd.       $1,779,149
PO Box 747046            #115, Holly Hill FL
Dayton, OH 45401

AHMSI                    Investment property-   $1,250,439
PO Box 631730            371 Atlantic Ave.,
Irving, TX 75063         Ormond Beach, FL 32176

AHMSI                    Investment property-   $809,654
PO Box 631730            3110 John Anderson
Irving, TX 75063         Ormond Beach, FL 32176

Friends Bank             Vacant lot- 613        $809,640
2222 St. Road 44         Halifax, Daytona
New Smyrna Beach,        Beach, FL 32118
FL 32168

Stancorp                 Investment property-   $792,220
PO Box 711               400 Seabreeze,
Portland, OR 97207       Daytona Beach, FL 32118

Stancorp                 Investment property-   $791,966
PO Box 711               1870 W Granada Blvd
Portland, OR 97207       Ormond Beach, FL 32174

Stancorp                 Investment property-   $770,896
PO Box 711               821 Nova Road,
Portland, OR 97207       Daytona Beach, FL 32117

Friends Bank             Investment property-   $767,737
2222 St. Road 44         3458 Oceanshore,
New Smyrna Beach,        Flagler Beach,
FL 32168                 FL 32136

Stancorp                 Investment property-   $710,717
PO Box 711               3506 Nova Road, Port
Portland, OR 97207       Orange, FL 32129

Wachovia                 Investment property-   $530,886
PO Box 105693            27 Promenade,
Atlanta, GA 30348        Daytona Beach, FL 32124

Friends Bank             Investment property-   $470,880
2222 St. Road 44         3040 John Anderson,
New Smyrna Beach,        Ormond Beach, FL 32176
FL 32168

Wachovia/Wells Fargo     Investment property-   $469,565
301 S. College St.,      122 Heron Dunes,
#4000                    Ormond Beach, FL 32176
Charlotte, NC 28288

National City/PNC        Investment property-   $400,075
PO Box 1820              4717 Montrose, Ponce
Daytona, OH 45401        Inlet, FL 32127

Friends Bank             449 Orange Blossom     $310,000
2222 St. Road 44         Trail, Apopka, FL
New Smyrna Beach,
FL 32168

National City/PNC        Investment property -  $262,500
PO Box 1820              78 Westland Run
Daytona, OH 45401        Ormond Beach, FL 32174

National City/PNC        Investment property -  $262,438
PO Box 1820              80 Westland Run
Daytona, OH 45401        Ormond Beach, FL 32174

National City/PNC        Investment property -  $258,750
PO Box 1820              79 Westland Run
Daytona, OH 45401        Ormond Beach, FL 32174

National City/PNC        Investment property -  $258,750
PO Box 1820              77 Westland Run
Daytona, OH 45401        Ormond Beach, FL 32174

National City/PNC        Investment property -  $258,750
PO Box 1820              75 Westland Run
Daytona, OH 45401        Ormond Beach, FL 32174

Friends Bank             Vacant lot- 33 Tina    $252,000
2222 St. Road 44         Marie, Ponce Inlet,
New Smyrna Beach,        FL 32127
FL 32168


SONRISA REALTY: Auction on May 19; Tanger to Bid for Mall Area
--------------------------------------------------------------
Laura Elder at the Daily News reports that the U.S. Bankruptcy
Court for the Southern District of Texas ordered the land between
Big League Dreams sports complex and Bay Colony Shopping Center,
where Tanger Factory Outlets planned to build, be put up for
auction.

According to the report, Tanger never owned the land, but planned
to buy it from Sonrisa Realty Partners.  Things got complicated in
January last year, when Compass Bank sued Sonrisa Realty GP LLC
and Sonrisa Properties Management and the companies' president,
Randal Hall, for a defaulted $8.2 million loan.  At the time,
Sonrisa companies owned more than 100 acres, including the tract
earmarked for the outlet center.

The Daily News relates that Compass couldn't proceed with a
Jan. 5, 2010 foreclosure sale because the Sonrisa companies had
filed for Chapter 11 bankruptcy protection.  Sonrisa's bankruptcy
reorganization plans included the sale of the 35 acres to Tanger.
Subject to bankruptcy court approval, Tanger agreed to a contract
to buy the land for $250,000 an acre, a total price of $8.7
million if Tanger decided to proceed after a one-year study
period.  But Compass Bank objected to Sonrisa's plan to sell the
land to Tanger.

In April, Compass prevailed when the bankruptcy court approved the
auction sale by Tranzon of Sonrisa Realty's land.  The auction,
set for 11 a.m. May 19 at the Hilton Houston Hobby Airport, 8181
Airport Blvd., is open to the public.

Ms. Elder says bids can start at $195,000.  Condos up for bid in
June previously were priced at $455,000 to $1.03 million.

Information about the auction, which also includes online bidding,
is available for free at http://www.diamondbeachcondosauction.com.

                     About Sonrisa Properties

Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each
of which is a single asset real estate entity, own unimproved real
property located in League City, Texas.  Sonrisa Properties filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
10-80012) on Jan. 4, 2010, to stop Compass Bank, the largest
secured creditor, from foreclosing on the property.  Sonrisa
Realty Partners also filed for Chapter 11 protection (Bankr. S.D.
Tex. Case No. 10-30084) on the same day.  The two cases are not
jointly administered.  Karen R. Emmott, Esq., in Houston, Texas,
represents both Debtors.  Sonrisa Properties disclosed $21,098,818
in assets and $8,420,540 in liabilities as of the Petition Date.
Sonrisa Realty Partners estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  In February
2010, the Sonrisa Realty Partners case was transferred to the
Galveston Division (Bankr. S.D. Tex. Case No. 10-80026).


SOUTHLAKE AVIATION: No One Attended Sec. 341 Meeting
----------------------------------------------------
William T. Neary, the United States Trustee in Dallas, Texas,
reported to the Bankruptcy Court that at the Section 341 meeting
of creditors in the bankruptcy case of Southlake Aviation
scheduled for May 3, 2011:

     1. No one appeared for the Debtor; and
     2. No creditors or other parties appeared.

As reported by the Troubled Company Reporter on April 18, 2011,
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, said
Southlake Aviation is seeking to drop its Chapter 11 bankruptcy
case after it recovered its $40 million jet.  Southlake Aviation,
owned by Texas millionaire David Disiere, filed for Chapter 11
protection after finding out its leased jet had been seized in
early February by Congo officials who thought its occupants were
smuggling gold.  According to DBR, citing court filings, the
bankruptcy filing was meant to help the company regain control
over the plane, which had been leased to CAMAC Aviation.

On April 27, Regions Equipment Finance Corporation withdrew its
motion to prohibit use of aircraft and for adequate protection.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  Linda S. LaRue, Esq., and Michael J. Quilling,
Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $50 million to $100 million.


STATION CASINOS: Creditors Seek Delay of Green Valley Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although casino operator Station Casinos Inc. won
approval of its reorganization plan in August, the plan couldn't
be implemented until affiliate Green Valley Ranch Resort, Spa &
Casino in suburban Las Vegas became majority owned by Station.
Green Valley filed its prepackaged Chapter 11 petition in
April and scheduled a May 25 confirmation hearing.  The official
creditors' committee filed a motion this week seeking a delay in
confirmation.  The committee contends there wasn't adequate
marketing to justify a determination of value.  The plan will
carry out a $500 million acquisition by a group led by the
Fertitta family.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


SW OWNERSHIP: Judge Allows Lender to Proceed With Foreclosure
-------------------------------------------------------------
Michael Freeman at Highland Lakes Newspapers reports that
Bankruptcy Judge Craig A. Gargotta ruled in favor of the primary
lender, allowing it to proceed with the foreclosure of the
Skywater Over Horseshoe Bay development.

According to the report, Judge Gargotta said the lender,
International Bank of Commerce of San Antonio, could post the
property up for sale as early as June, which an IBC attorney said
is the bank's intention.

SW Ownership LLC is developing the 1,618-acre Horseshoe Bay
development, located between SH 71 and FM 2147; however, it
currently owes IBC of San Antonio approximately $34.6 million in
loans.

In an effort to reorganize under Chapter 11 bankruptcy protection,
SW Ownership LLC was seeking to obtain a $9 million debtor-in-
possession financing loan from Soundview Real Estate Partners of
Connecticut.  But, the judge ruled that SW Ownership could not
obtain such financing.

Highland Lakes reports that the main reason for the judge's
decision rested on the fact that in the past two years, SW
Ownership has only sold two lots.  SW Ownership attorneys
contended the developer would repay its creditors as it sold more
lots, estimating it could sell 24 lots a year.  Judge Gargotta
opposed the idea considering the poor housing market the city of
Horseshoe Bay has been experiencing.

Michael Colvard, with San Antonio law firm Martin & Drought, P.C.
and representing IBC of San Antonio, said the bank would foreclose
on the Horseshoe Bay property and publicly post it for sale in
June.

Judge Gargotta said other creditors would be allowed to forfeit
their interest in the project, possibly forcing SW Ownership to
liquidate its assets.  According to Chapter 11 Bankruptcy Law,
unsecured creditors would have to file claims with the secured
lender, in this case IBC of San Antonio, in order of possibly
receiving payments for their claims.

                        About SW Ownership

SW Ownership LLC is a single member limited liability company
owned by SW Ownership Holdings LLC.  The Debtor owns the project
commonly known as "Skywater Over Horseshoe Bay" that is currently
being developed in Llano and Burnet counties and is comprised of a
roughly 1,600-acre residential community project with an 18-hole,
Jack Nicklaus-designed, Signature Golf Course.  SW Ownership LLC
does not currently maintain operations (save for Project
development) and has no employees.  Skywater Management LLC is the
pre-petition and current manager of the Project for SWO.

SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at
Munsch Hardt Kopf & Harr, P.C.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to $50
million.


SYMPHONYIRI GROUP: Moody's Assigns 'B1' to First Lien Loans
-----------------------------------------------------------
Moody's Investors Service has made corrections to its May 9, 2011
release, substituting first lien term loan for second lien term
loan under rating assignment. The revised release is:

Moody's Investors Service assigned a B1 Corporate Family Rating
and a B1 Probability of Default Rating to SymphonyIRI Group, Inc.
(IRI) in connection with its pending acquisition by New Mountain
Capital Partners III and its affiliates (New Mountain). Moody's
also assigned a B1 rating to the company's proposed $450 million
senior secured credit facility. The rating outlook is stable.

On March 31, 2011, IRI announced that in entered into a definitive
agreement to be acquired by New Mountain, a private equity firm.
New Mountain will acquire IRI for approximately $800 million. The
transaction is expected to be funded with a $400 million secured
term loan and an approximately $340 million cash equity investment
by New Mountain. Symphony Technology and the existing management
team will remain investors and expect to roll over about $75
million of equity.

Moody's assigned these ratings (assessments):

   -- $50 million first lien senior secured revolving credit
      facility due 2016, B1 (LGD 3, 44%)

   -- $400 million first lien senior secured term loan B due 2017,
      B1 (LGD 3, 44%)

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

Ratings Rationale

The B1 Corporate Family Rating reflects significant leverage pro
forma for the acquisition, competition from Nielsen Holdings in
the market measurement segment and from a host of providers in the
solutions and services segment, moderate revenue concentration and
technology risks. The ratings are supported by a blue chip
customer base in the consumer packaged goods (CPG) and consumer
health sectors, long term contracts with customers, a leading
market share (along with Nielsen) in the US market measurement
segment and a solid track record of EBITDA growth.

The stable outlook reflects Moody's expectation of modest revenue
and EBITDA growth in 2011. Moody's expects relatively flat
performance in the market measurement segment and moderate growth
in the solutions and services segment. Growth in the solution and
services segment will be driven by recently introduced products.

The ratings could be upgraded if the company demonstrates
significant top line growth and improving credit metrics such that
Moody's comes to expect debt to EBITDA and free cash flow to debt
to be sustained at about 3.5 times and 10%, respectively.

The ratings could be downgraded if Moody's comes to expect debt to
EBITDA and free cash flow to debt to be sustained above 5 times or
below 3%, respectively.

The principal methodology used in rating IRI was the Global
Business & Consumer Service Industry published in October 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

IRI, headquartered in Chicago, Illinois, is a leading provider of
market measurement data and related services to consumer packaged
goods and health care manufacturers in the US and seven countries
in Europe. IRI reported revenues of approximately $727 million in
fiscal 2010.


T & T FOODS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T & T Foods, Inc.
        dba Apple Market
        P.O. Box 338
        Rose Hill, KS 67133

Bankruptcy Case No.: 11-11358

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Mark J. Lazzo, Esq.
                  LANDMARK OFFICE PARK
                  3500 N Rock Rd.
                  Building 300, Suite B
                  Wichita, KS 67226
                  Tel: (316) 263-6895
                  Fax: (316) 264-4704
                  E-mail: mark@lazzolaw.com

Scheduled Assets: $545,565

Scheduled Debts: $1,130,374

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-11358.pdf

The petition was signed by Tim Voegeli, president.


TALON THERAPEUTICS: Files Form S-1 for Resale of 6.41MM Shares
--------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement regarding
the selling stockholders' offering on a resale basis a total of
6,414,027 shares of the Company's common stock, including
2,036,776 shares issuable upon the exercise of outstanding
warrants.  The Company's common stock is quoted on the OTC
Bulletin Board under the symbol "TLON.OB."  A full-text copy of
the prospectus is available for free at http://is.gd/QQApSw

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

The Company's balance sheet at Dec. 31, 2010 showed $24.02 million
in total assets, $35.24 million in total liabilities, $30.64
million in redeemable convertible preferred stock and $41.86
million in total stockholders' deficit.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


THOMPSON PUBLISHING: TPH Seller Wins Approval of Liquidating Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TPH Seller Inc. received approval of the liquidating
Chapter 11 plan at the May 11 confirmation hearing.

As reported by the Troubled Company Reporter on March 7, 2011,
TPH filed a liquidating plan on March 1.  Unsecured creditors with
an estimated $500,000 in claims are expected to recover about 20%.
Secured lenders agreed to waive their deficiency claims.  Second-
lien lenders are to receive nothing under the Plan.

According to Mr. Rochelle, under the disclosure statement,
$100,000 is set aside for unsecured creditors from the sale of
most of the Debtor's assets is intact.  In total, the Debtor has
$1.13 million in cash, including $750,000 earmarked to pay final
expenses of the Chapter 11 case.

                     About Thompson Publishing

Based in Washington, legal publisher Thompson Publishing had 300
products and 70,000 subscribers, producing an estimated $49
million in revenue in 2010.  Thompson also arranged conferences
and employee-training events.  Avista Capital Partners bought a
50% stake in Thompson for $130 million in 2006.

Thompson Publishing Holding Co. Inc. and six affiliates sought
chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on
Sept. 21, 2010.  Thompson disclosed approximately $20 million in
assets and about $166 million in liabilities as of the Petition
Date.  John F. Ventola, Esq., and Lisa E. Herrington, Esq., at
Choate, Hall & Stewart LLP in Boston, Mass., and Alissa T. Gazze,
Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell, LLP, serve as the Debtors' bankruptcy
counsel.  Mark Chesen and Michael Gorman at SSG Capital Advisors
LLC in Conshohocken, Pa., act as the Debtors' financial advisors.

Thompson was authorized in November to sell the business to the
first-lien lenders in exchange for $42 million in secured debt.
In the process, $100,000 was set aside for unsecured creditors.
Thompson changed its name to TPH Seller Inc. following the sale.


TRIDIMENSION ENERGY: Wins Confirmation of Liquidating Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TriDimension Energy LP won confirmation of its
liquidating Chapter 11 plan last week.  As the result of a
settlement between secured lenders and the official unsecured
creditors' committee, $1.3 million was carved out of the proceeds
from the sale of the Debtor's assets.  The disclosure statement
told unsecured creditors with about $5 million in claims they
could expect to recover between 9% and 23%.  The lenders agreed
not to take any part of the carveout on account of their
$24.9 million in unsecured deficiency claims.  From recoveries by
a liquidating trust, 75% will go to lenders with the remainder for
unsecured creditors.  The lenders were to recover $18.6 million on
account of the secured portion of their claim, the disclosure
statement said.

As reported in the April 18, 2011 edition of the Troubled Company
Reporter, the Plan contemplates the creation of a Liquidating
Trust to liquidate certain Liquidating Trust Assets and distribute
any remaining funds (after the payment of certain Allowed Claims),
in accordance with the Plan, to holders of Allowed Senior Lien
Deficiency Claims and Allowed Non-Senior Lien General Unsecured
Claims.

Counsel for the L.P. Debtors may be reached at:

          William L. Wallander, Esq.
          Clayton T. Hufft, Esq.
          Beth Lloyd, Esq.
          Bradley R. Foxman, Esq.
          VINSON & ELKINS LLP
          Trammell Crow Center
          2001 Ross Avenue, Suite 3700
          Dallas, TX 75201-2975
          Tel: (214) 220-7700
          Fax: (214) 220-7716
          E-mail: bwallander@velaw.com
                  chufft@velaw.com
                  blloyd@velaw.com
                  bfoxman@velaw.com

Counsel for the GP Debtors may be reached at:

          Peter Franklin, Esq.
          Erin K. Lovall, Esq.
          FRANKLIN SKIERSKI LOVALL HAYWARD LLP
          10501 N. Central Expressway, Suite 106
          Dallas, TX 75231
          Tel: (972) 755-7100
          Fax: (972) 755-7110
          E-mail: pfranklin@fslhlaw.com
                  elovall@fslhlaw.com

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/TriDimensionEnergy.DS.pdf

                  About TriDimension Energy

TriDimension Energy, L.P., and seven of its affiliated companies,
prior to Dec. 8, 2010, operated in the oil and gas industry.  The
Debtors' core operations consisted of exploration for, and
acquisition, production, and sale of, crude oil and natural gas.
Prior to such time, the Debtors held leases covering 165,000 net
acres of oil and gas property, operated approximately 150 wells,
and held working interests in approximately 300 wells in various
portions of Louisiana and Mississippi.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).  The LP Debtors retained Vinson & Elkins LLP as their
bankruptcy and restructuring counsel, and the GP Debtors retained
Franklin Skierski Lovall Hayward, LLP, as their bankruptcy and
restructuring counsel.  The LP Debtors retained Ottinger Herbert,
LLC, as their special and conflicts counsel, and Copeland, Cook,
Taylor & Bush as their special Mississippi counsel.

TriDimension Energy disclosed $37,211,921 in assets and
$45,389,239 in liabilities.

In May 2010, the Debtors retained FTI Consulting, Inc., to act as
the Debtors' financial advisors and assist with the Debtors' sale
process.  The Debtors have retained The BMC Group, Inc., to serve
as their claims and noticing agent, and as their Solicitation
Agent.

Attorneys at Gardere Wynne Sewell LLP serve as counsel to the
Official Committee of Unsecured Creditors.

On Dec. 8, 2010, the Debtors sold substantially all of their
assets to SR Acquisition I, LLC, an affiliate of Sanchez Resources
LLC, for $30.5 million cash paid at closing.  An additional $2.85
million was placed in escrow for environmental costs.  The Debtors
ceased their oil and gas and business operations.


TRONOX INC: Court Trims Suit v. Anadarko and Kerr-McGee
-------------------------------------------------------
Bankruptcy Judge Allan L. Gropper granted, in part, and denied, in
part, the request of Anadarko Petroleum Corporation and Kerr-McGee
Corporation to dismiss an amended lawsuit filed by Tronox
Incorporated over the company's spin-off and eventual collapse.

Judge Gropper denied the Defendants' motion to dismiss with
respect to Count IV, breach of fiduciary duty, holding that the
Plaintiffs have provided an adequate basis to support their
theories of fiduciary duties owed by New Kerr-McGee to Tronox and
have stated with sufficient clarity factual allegations supporting
the claim that New Kerr-McGee breached such duties within a three-
year limitations period.

Count IV seeks compensatory damages against New Kerr-McGee for its
alleged breach of fiduciary duties owed to Tronox prior to the
completion of the spin-off on March 31, 2006.  The Plaintiffs
allege that New Kerr-McGee owed fiduciary duties to Tronox as a
promoter, as the parent of an insolvent subsidiary, and as the
parent of a subsidiary with minority shareholders.

Additionally, Judge Gropper granted the Defendants' motion to
dismiss as to Counts V and VI for civil conspiracy and aiding and
abetting breach of fiduciary duty. Judge Gropper held that
although the anticipation of a merger with Anadarko provides the
motive for New Kerr-McGee to maximize the net value of its
enterprise by transferring out all the valuable property and
leaving the legacy liabilities behind, the allegations do not
provide a sufficient basis to infer an agreement between Anadarko
and New Kerr-McGee to commit an unlawful act, as required for an
allegation of civil conspiracy, or of knowing and substantial
assistance in a breach of duty, as required for liability for
aiding and abetting.

In the lawsuit, Tronox alleges that the Defendants imposed on them
70 years of "legacy liabilities," including enormous environmental
remediation and retiree-related obligations, in connection with
the spin-off from Tronox of New Kerr-McGee and its valuable oil
and gas assets.  The spin-off allegedly left Tronox insolvent or
severely undercapitalized and had the purpose of immunizing the
oil and gas business, the prized asset of the prior enterprise,
from the burden of the legacy liabilities and facilitating the
acquisition of these assets by Anadarko for an ultimate price of
$18 billion.

The factual allegations in the Amended Complaint are substantially
similar to those made in the Initial Complaint but have been
expanded with respect to the role that Anadarko allegedly played
in connection with a possible acquisition of Kerr-McGee in 2002,
the circumstances surrounding the initial public offering of the
stock of Tronox on Nov. 28, 2005, and the spin-off of Tronox from
New Kerr-McGee that was assertedly consummated on March 31, 2006.
The Amended Complaint alleges new theories of liability for breach
of fiduciary duty, and the aiding and abetting and civil
conspiracy counts of the original complaint have been repled in
the Amended Complaint as breaches of fiduciary duty.  The Second
Amended Complaint named additional Kerr-McGee entities as
defendants without altering the substance of the Amended
Complaint.

In a prior opinion, the Court granted in part and denied in part
the Defendants' motion to dismiss the complaint, and granted leave
to the Plaintiffs to replead Counts IV through VI, charging breach
of fiduciary duty, aiding and abetting, and civil conspiracy.
Counts I, II, and III of the Amended Complaint, asserting claims
against some of the Defendants for actual and constructive
fraudulent transfer, are not at issue on the present motion.

A copy of Judge Gropper's May 11, 2011 Memorandum of Opinion is
available at http://is.gd/btaB8Jfrom Leagle.com.

Since the First Opinion and the Amended Complaint were filed, the
parties have proceeded in a largely cooperative fashion with
discovery and trial preparation.  The Tronox Debtors have
confirmed a chapter 11 plan of reorganization, based in part on a
global Environmental Settlement Agreement negotiated as a
resolution of environmental remediation claims against the Debtors
asserted by Federal, State, tribal and other parties.  The ESA
formed the lynchpin of the Debtors' Plan, allowing the reorganized
Debtors to liquidate billions of dollars of claims for alleged
environmental remediation costs by establishing an environmental
remediation trust funded in part by an equity offering of shares
in the reorganized Debtors and in part by a litigation trust which
has assumed the further litigation of the case at bar as well as
other claims against the Defendants.  All of Anadarko's objections
to the confirmation of the Plan were resolved consensually, and
the confirmed Plan became effective on Feb. 14, 2011.

The case is Tronox Incorporated, Tronox Worldwide LLC f/k/a Kerr-
McGee Chemical Worldwide LLC, and Tronox LLC f/k/a Kerr-McGee
Chemical LLC, Plaintiffs, v. Anadarko Petroleum Corporation, Kerr-
Mcgee Corporation, Kerr-McGee Oil & Gas Corporation, Kerr-McGee
Worldwide Corporation, Kerr-McGee Investment Corporation, Kerr-
McGee Credit LLC, Kerr-McGee Shared Services Company LLC, and
Kerr-McGee Stored Power Company LLC, Defendants.  The United
States of America, Plaintiff-Intervenor, v. Tronox Incorporated,
Tronox Worldwide LLC, Kerr-McGee Corporation, and Anadarko
Petroleum Corporation, Defendants, Adv. Pro. No. 09-1198 (Bankr.
S.D.N.Y.).

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y.
Case No. 09-10156).  The case is before Hon. Allan L. Gropper.
Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M.
Adams, Esq., at Kirkland & Ellis LLP in New York, represent the
Debtors.  The Debtors also tapped Togut, Segal & Segal LLP as
conflicts counsel; Rothschild Inc. as investment bankers; Alvarez
& Marsal North America LLC, as restructuring consultants; and
Kurtzman Carson Consultants serves as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TWIN CITY: Proposes to Sell Hospital to Franciscan Services
-----------------------------------------------------------
Lee Morrison at the Times Reporter notes that Twin City officials
will seek approval of the sale of Twin City Hospital to Trinity
Hospital Twin City, an affiliate of Franciscan Services Corp. at
the hearing set on Monday in U.S. District Bankruptcy Court for
the Northern District of Ohio-Eastern Division.  The hearing had
previously been scheduled for April 28, but was moved back because
of a legal technicality.  "The sale is progressing according to
plan," the report quotes Frank Swinehart, the hospital's interim
CEO.  He was hopeful that no hitches would delay the deal.

A separate report by Mr. Morrison said that Wells Fargo filed a
limited objection to the proposed $4.8 million sale of Twin City
Hospital to Trinity.  The proposal sale calls for the buyer to
assume the hospital's debts and pay $4.85 million as the sale
price.   Wells Fargo is listed among creditors, with a claim of
about $17 million.  Wells Fargo states that it is entitled "to
receive the net sale proceeds upon the closing of the sale of
assets to Trinity."  Wells Fargo said that discussions are ongoing
to try to reach an agreement on what the hospital owes.

The official Committee of Unsecured Creditors also filed a limited
objection to preserve its rights during discussions on final
details of the transaction and the money involved.

                      About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on Oct. 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ULTIMATE ACQUISITION: J.B. Hunt Sues to Recoup Funds
----------------------------------------------------
Dow Jones' DBR Small Cap reports that J.B. Hunt Transport Inc. is
suing the parents of defunct electronics retailer Ultimate
Electronics, seeking to recoup funds it says are being improperly
held out of its grasp.

                   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 Acquisition decided to
liquidate when no one would provide financing for the
reorganization.

As reported in the Troubled Company Reporter on May 5, 2011,
Bill Rochelle, Bloomberg News' bankruptcy columnist, said that
Ultimate Electronics' Chapter 11 reorganization was officially
converted to a liquidation in Chapter 7, where a trustee will be
appointed to dispose of the remaining assets and make
distributions to creditors.  Conversion to Chapter 7 became the
only option when the store liquidation was completed and the
secured lender, General Electric Capital Corp., terminated the
right to use cash.


US AIRWAYS: To Adopt Majority Vote in Uncontested Board Elections
-----------------------------------------------------------------
The Board of Directors of US Airways Group, Inc., approved on
February 4, 2011, amendments to the Amended and Restated Bylaws
of the Company to adopt a majority vote standard in uncontested
elections of directors.  The Board determined to restate the
Bylaws in their entirety effective as of that date.

Prior to the adoption of the Amended and Restated Bylaws, members
of the Board were elected by a plurality of the votes cast,
whether or not the election was contested.  Under the majority
vote standard set forth in the Amended and Restated Bylaws, in
order to be elected to the Board in an uncontested election, a
director nominee must receive a greater number of votes cast
"for" that director than the number of votes cast "against" that
director.  The Amended and Restated Bylaws retain the plurality
vote standard for contested elections.

A full-text copy of the Amended and Restated Bylaws is available
for free at http://ResearchArchives.com/t/s?74b1

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Blackrock Has 5.57% Equity Stake
--------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc. disclosed that it
beneficially owns 8,995,058 shares of common stock of US Airways
Group, Inc. representing 5.57% of the shares outstanding.

As of Feb. 18, 2011, there were 161,894,329 shares of US Airways
Group, Inc. common stock outstanding.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Vanguard Group Has 5.18% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Vanguard Group, Inc. disclosed that it
beneficially owns 8,373,673 shares of common stock of US Airways
Group Inc. representing 5.18% of the shares outstanding.

As of Feb. 18, 2011, there were 161,894,329 shares of US Airways
Group, Inc. common stock outstanding.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Wellington Has 0.20% Equity Stake
---------------------------------------------
In an amended Schedule 13G filing dated March 10, 2011, with the
U.S. Securities and Exchange Commission, Wellington Management
Company, LLP disclosed that it beneficially owns 319,888 shares
of common stock of US Airways Group, Inc. representing 0.20% of
the shares outstanding.

As of April 22, 2011, there were approximately 161,997,642 shares
of US Airways Group, Inc. common stock outstanding.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


VALDIVIA PRODUCE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Valdivia Produce Corp.
          dba Hunts Point Tropical
        134-135-136 Row A
        New York City Terminal Market
        Bronx, NY 10474

Bankruptcy Case No.: 11-12265

Chapter 11 Petition Date: May 11, 2011

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

Debtor's Counsel: Jonathan S. Bodner, Esq.
                  NEIGER LLP
                  317 Madison Avenue
                  New York, NY 10017
                  Tel: (212) 267-7342
                  Fax: (212) 918-3427
                  E-mail: jbodner@neigerllp.com

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

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

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

The petition was signed by Nessim Martinez, president.


VISION INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Vision Investment Group LLC
        14 Monarch Bay Plaza, #461
        Monarch Beach, CA 92629

Bankruptcy Case No.: 11-16705

Chapter 11 Petition Date: May 11, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael R. Lawler, Jr., Esq.
                  LAW OFFICE OF MICHAEL R. LAWLER
                  901 Dover Drive, #101
                  Newport Beach, CA 92660
                  Tel: (949) 646-7236

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

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

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

The petition was signed by Ronald D. Dunham, manager.


VVP FUNDING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: VVP Funding Corporation
        965 Ridge Lake Blvd., Suite 300
        Memphis, TN 38120

Bankruptcy Case No.: 11-33161

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Camisha Lashun Simmons, Esq.
                  FULBRIGHT & JAWORSKI LLP
                  2200 Ross Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 855-8000
                  Fax: (214) 855-8200
                  E-mail: csimmons@fulbright.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Ricardo Maiz, chief financial officer.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Vitro America LLC                      11-32602   04/06/11
Super Sky Products, Inc.               11-32604   04/06/11
Super Sky International, Inc.          11-32605   04/06/11
VVP Finance Corporation                11-32611   04/06/11
Vitro S.A.B. de CV                     11-11754   04/14/11


WARNER MUSIC: Fitch Downgrades Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Warner Music Group's (WMG) to 'B+' and downgraded certain issuer
ratings. Fitch has subsequently placed the Ratings on Watch
Negative.

The rating actions reflects Friday's (5/6/2011) announcement of
the sale of the WMG to Access Industries for $8.25 a share. Fitch
calculates an enterprise value of $3 billion based on the share
offer price and the assumption of debt at face value. Fitch
estimates an 8 times (x) EBITDA multiple.

The downgrade of the ratings reflects Fitch's belief that the
company will most likely fund a portion of the equity take out
($1.3 billion) with incremental debt. Complete details regarding
the ultimate structure of the transaction have not been made
public.

Fitch believes it is possible that some of this debt may be raised
by WMG (or a subsidiary) or structured within the new holding
company between WMG and its new owners (Airplane Music LLC). In
either case, Fitch believes the rating would be no higher than
'B+'.

The Rating Watch Negative reflects the uncertainty of how the
transaction may be structured and that depending on the level of
incremental debt, ratings may be downgraded further.

Rating Drivers:

Fitch expects that any incremental leverage that drove interest
coverage below 1.5x may result in further rating downgrades.

Ratings may also be downgraded if the company is unable to
maintain cash interest coverage above 1.5x on a sustainable basis.

Recovery Ratings

WMG's recovery ratings reflect Fitch's expectation that the
enterprise value of the company, and hence recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern) rather than a liquidation.

Fitch estimates an adjusted, distressed enterprise valuation of
$1.3 billion using a 5.5x multiple. Fitch has assigned an RR2
recovery rating, resulting in no change to senior secured issue
rating of 'BB'. This is driven by the uncertainty around the
transaction structure.

The 'RR5' recovery ratings on WMG Acquisitions' subordinated notes
reflect the expected recovery at the low end of the 11% to 30%
recovery range. The 'RR6' recovery rating for WMG Holding's notes
reflect no expected recovery.

Change of Control:

The Change of Control (CoC) put across all bonds at WMG
Acquisition Corp. (WMG Acquisition) and WMG Holding Corp. (WMG
Holding) will be triggered as a result of this transaction. This
will require the company to make a change of control offer at
101%.

EMI May be Next:

Fitch notes that the next strategic option for the company may
involve an EMI acquisition.

It is likely that certain publishing and/or recorded music assets
would have to be sold due to the significant market share, if WMG
were to acquire EMI. Management would have some flexibility in
deciding which assets to hold on to and which ones to sell,
maximizing their market share. Based on available information,
Fitch values EMI in a range of $2.5 billion to $3 billion.

If any or all of the bonds remain after the change of control put,
Fitch believes it is possible to finance an acquisition of EMI
without violating any covenants. Fitch believes this transaction
could be financed using a combination of:

   -- Non-recourse acquisition financing (a debt limitation
      covenant carve out under the indentures);

   -- Additional debt under the fixed charge coverage incurrence
      test of 2.0 times (x) (Fitch estimates that there is
      approximately $300 million in capacity under this carve
      out); and

   -- Proceeds from asset sales.

Ratings could be pressured depending on the level and/or structure
of debt incurred to finance an acquisition of EMI. Cost synergies
could potentially provide an offset.

Fitch does not believe that this scenario would have a material
impact for the existing senior secured bond holders at the WMG
Acquisition level, given that their seniority and security package
remain unchanged.

The preceding discussion is based on Fitch's interpretation of the
current loan documents across WMG Acquisition and WMG Holding.

Fitch has taken these rating actions:

WMG

   -- IDR downgraded from 'BB-' to 'B+'.

WMG Holdings

   -- IDR downgraded from 'BB-' to 'B+';

   -- Unsecured notes downgraded from 'B' to 'B-'/RR6.

WMG Acquisition

   -- IDR downgraded from 'BB-' to 'B+';

   -- Secured notes assigned recovery rating of 'BB'/RR2;

   -- Subordinated notes downgraded from 'B+' to 'B'/RR5.

The Ratings are on Watch Negative.


WEST CORP: Files Form 10-Q; Posts $34.6M Income in March 31 Qtr.
----------------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission a Form 10-Q reporting net income of $34.58 million on
$610.82 million of revenue for the three months ended March 31,
2011, compared with net income of $36.00 million on $599.82
million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011 showed $3.11 billion
in total assets, $4.10 billion in total liabilities, $1.55 billion
in Class L common stock, and a $2.54 billion total stockholders'
deficit.

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

                        http://is.gd/O0FMS8

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WEST PENN: S&P Lowers Long-term Rating on $748MM Bonds to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BB-' on $748 million series 2007A fixed-rate bonds
issued by the Allegheny County Hospital Development Authority, Pa.
for West Penn Allegheny Health System (West Penn). The outlook
on the 'B+' rating is negative. The lower rating and negative
outlook reflect Standard & Poor's assessment of West Penn's
failure to meet financial expectations outlined in the Standard &
Poor's 2010 report and West Penn's diminished financial
flexibility in an unsettled operating environment.

West Penn has significantly downsized one of its two downtown
tertiary hospitals -- West Penn Hospital (WPH) -- and acknowledged
that Allegheny General Hospital (AGH) will be the system's sole
remaining tertiary provider. Earlier this year, West Penn
completed a project to expand capacity at AGH by adding private
medical, surgical, and intensive care beds. Management is also
focused on increasing outpatient access points and improving
oversight and coordination among the system's 550 employed
physicians. While the organization's financial profile has
weakened, Standard & Poor's still believes the overall strategy
is moving toward a more sustainable long-term model.

The 'B+-' rating reflects Standard & Poor's view of West Penn's
significantly weakened balance sheet as of Dec. 31, 2010, due to
pension payments and capital expenditures; declines in volume and
earnings during the first six months of fiscal year 2011 compared
with the same period in fiscal 2010; and continued competition
from the University of Pittsburgh Medical Center.

At this time, Standard & Poor's believes a lower rating is
precluded by West Penn's adequate earnings and cash flow,
excluding one-time asset impairment and restructuring charges,
which produced more than 2x coverage in fiscal year 2010, as well
as its large geographic draw, although area demographics are
somewhat weak.

"The negative outlook reflects our view of the high level of
uncertainty regarding West Penn's transformation and the amount of
time we believe management will need to stabilize volumes and
operating performance," said Standard & Poor's credit analyst
Cynthia Keller Macdonald.

In Standard & Poor's view, a lower rating over the next year is
possible if West Penn's cash and investments decline past Dec. 31,
2010, levels or if the operating losses continue. Standard &
Poor's does not believe a higher rating is likely within the scope
of this one-year outlook period due to balance sheet weakness;
however, a return to stable outlook is possible with material
improvement in West Penn's earnings and unrestricted cash and
investments.

West Penn Allegheny Health System was formed as a single obligated
entity with its 2000 financing and includes four acute-care
hospitals at five locations in and around Pittsburgh. A mortgage
and gross revenue pledge of the obligated group, which includes
all but a few smaller subsidiaries in the system, secures the
series 2007A bonds. West Penn is not a party to any swaps at this
time and the majority of the system's debt is fixed rate.


WESTERN SKIES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Western Skies Blue River Associates, LLC
        5460 S. Quebec Street, Suite 300
        Englewood, CO 80111

Bankruptcy Case No.: 11-20878

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Theodore J. Hartl, Esq.
                  John C. Smiley, Esq.
                  LINDQUIST & VENNUM PLLP
                  600 17th St., Suite 1800 South
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  Fax: (303) 573-1956
                  E-mail: thartl@lindquist.com

Scheduled Assets: $1,171,312

Scheduled Debts: $2,117,298

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-20878.pdf

The petition was signed by Richard Marcus, manager.


WOLF MOUNTAIN: $54.4MM Jury Verdict Prompts Bankruptcy
------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Wolf Mountain Resorts LP filed for Chapter 11
bankruptcy protection just weeks after it lost a $54.4 million
legal battle with the resort's former operator.

Wolf Mountain Resorts is the landowner behind the Canyons Resort,
one of Utah's biggest vacation spots.  Wolf Mountain Resorts owns
thousands of acres of snow-capped terrain in Park City, Utah.  The
May 11 edition of the Troubled Company Reporter published a case
summary and list of the 20 largest unsecured creditors of the
Debtor.

DBR recounts that on April 26, a Utah jury decided Wolf Mountain
Resorts had violated agreements it made with an affiliate of the
former resort operator, American Skiing Co., which had leased the
land in 1997 and agreed to develop the area.  The jury found that
Wolf Mountain Resorts breached its contract when it stalled the
construction of the resort's first golf course and surrounding
residential development -- delays that took place amid a heated
real estate market.  The jury ordered Wolf Mountain Resorts to pay
$54.4 million.

The bankruptcy filing is "obviously prompted by that and we'll
continue to pursue our claim in the bankruptcy arena," John Lund,
an attorney representing the leaseholder group, said in an
interview Tuesday, according to DBR.

DBR further relates the dispute stems from an agreement between
ASC Utah Inc., the American Skiing Co. affiliate, and Wolf
Mountain Resorts, which allowed ASC Utah to lease the land for its
resort operations for up to 200 years.  American Skiing Co. later
sold the resort in 2008 to Toronto-based real estate development
and investment company Talisker Corp. for $123 million.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


WOODLANDS CORNER: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Woodlands Corner, LLC
        1705 S. 42nd Street
        Des Moines, IA 50265

Bankruptcy Case No.: 11-01952

Chapter 11 Petition Date: May 11, 2011

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  GARTEN & WANEK
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.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 six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/iasb11-01952.pdf

The petition was signed by Arun Kalra, manager/member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Westwood Plaza, LC                    11-1070            3/21/2011
Arun and Gurmeet Kalra                11-00851           3/11/2011


WRIGHT'S TEXACO: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wright's Texaco, Inc.
        P.O. Box 178
        Wade, NC 28395

Bankruptcy Case No.: 11-03589

Chapter 11 Petition Date: May 9, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Ocie F Murray, Jr., Esq.
                  MURRAY CRAVEN & INMAN LLP
                  P.O. Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: (910) 483-4990
                  Fax: (910) 483-6822
                  E-mail: rebekah@mcilaw.com

Estimated Assets: $0 to $50,000

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/nceb11-03589.pdf

The petition was signed by William A. Wright, president.


* Judicial Misconduct Complaints Must Be Under Oath
---------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Alex Kozinski, the chief judge for the U.S. Court of Appeals
in San Francisco, summarily dismissed a disciplinary complaint
against an unnamed bankruptcy judge.  The judge dismissed the
complaint as the allegations weren't under oath.  While he could
have dismissed the complaint in a one-line order, Judge Kozinski
said he took the trouble of writing an opinion "to give notice to
other complainants as to the consequences of failing" to make the
complaint under oath.  The case is In re Complaint of Judicial
Misconduct, 10- 90096, U.S. 9th Circuit Court of Appeals (San
Francisco).


* BOOK REVIEW: THE HEROIC ENTERPRISE - Business and the Common
                                       Good by John Hood.
--------------------------------------------------------------
Beard Books, Washington, D.C. 2004 (reprint of
book published by The Free Press/Division of Simon and Schuster in
1996). 246+xx pages. $34.95 trade paper, ISBN 1-58798-246-3.

Mr. Hood writes as a counterbalance to ideas that business should
be expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the
highly partisan, pernicious  perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims
to counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Mr. Hood does not aim to stifle or eliminate debate about the
effects of business on society or how business should engage
in business.  What he aims for is dismissing once and for all
myopic and almost utopian conceptions about business and
related erroneous purposes and values of it.  Such conceptions
are worrisome to businesspersons not because they believe they
have any foundation, but because they waste resources and
energy in having to continually correct them so business can
function properly.  And to the extent such myopic conceptions
are believed or entertained by the public, they hamper the
public and politicians in working out policies by which the
greatest benefits of business can be reaped by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will
function smoothly and survive.  Business is distinguished from
government and philanthropy.  "Businesses exist to make and sell
things," whereas by contrast "governments exist to take and
protect things [and] charities exist to give things away."  The
social responsibility for each category of institution is inherent
in its purposes and activities.  For example, businesses alone
cannot solve environmental problems.  Whatever problems which can
be attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should
not be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to
fulfill their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or
fraud?", and "Are corporations putting investments at their
disposal to the most economically productive use?"  Mr. Hood's
perspective in support of business against unfair and irrelevant
criticisms is based on the acknowledgment that business is
operating productively, for the common good, and is open to
cooperative activities with other parts of society in trying to
resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as
a fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
three books and many articles for national publications such as
the Wall Street Journal, he is President and Chairman of the John
Locke Foundation in North Carolina.



                           *********

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.


                  *** End of Transmission ***