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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

             Thursday, May 3, 2012, Vol. 16, No. 122

                            Headlines

23 EAST 39TH STREET: Sec. 341 Creditors Meeting Set for May 10
ACCO BRANDS: S&P Raises Corp. Credit Rating to 'BB-'
ADAMS PRODUCE: Can Sell Produce to Managers at Discount
ADAMS PRODUCE: Hearing on Employee Back Pay Continued to May 4
AES EASTERN: Claims Bar Date Set for July 6

AFFINITY GAMING: Moody's Rates New $200MM Sr. Unsec. Notes 'Caa1'
ALLIED IRISH: Won't Be Able Pay EUR280MM Cash Dividend by May 13
ALLY FINANCIAL: Moody's Issues Summary Credit Opinion
ALVARION LTD: Fails to Comply With NASDAQ's Minimum Bid Price
AMACORE GROUP: Suspending Filing of Reports with SEC

APOLLO MEDICAL: Delays Form 10-K for Fiscal 2012
ARCAPITA BANK: Says Bankruptcy Law Voids EUR125-Mil. Guaranty
AS SEEN ON TV: TV Goods Has Distribution Agreement with SMS
ASSOCIATED ESTATES: Fitch Rates $475MM Loans & Unsec. Notes 'BB+'
BEACON POWER: Case to Be Dismissed When Money Paid Out

BETSEY JOHNSON: Sale Guidelines Approved; Hilco to Lead Auction
BETSEY JOHNSON: Has Interim Approval on $2.5-Mil. DIP Loan
BICENT HOLDINGS: Files Plan for Debt Swap on Two Power Plants
BLM AIR: Lone Asset Liquidated; Seeks Case Dismissal
BOART LONGYEAR: S&P Changes Rating Outlook to Positive

BUFFETS INC: Court Extends Lease Decision Period
BUFFETS INC: Deadline to Cast Plan Ballots on June 4
CAPITOL CITY: Has Deal to Sell Pref. Stock to SunTrust for $1-Mil.
CALYPTE BIOMEDICAL: Kartlos Edilashvili Elected as CFO
CAPITOL INFRASTRUCTURE: Meeting to Form Creditors' Panel on May 8

CHATSWORTH INDUSTRIAL: Nears Exit Plan; Disputes Dismissal Bid
CHEMTURA CORPORATION: Has $2-Mil. Reorganization Items in Q1
CINRAM INTERNATIONAL: Lenders Extend Waiver to May 30
CIRCLE STAR: Closing of Wevco Purchase Pact Extended Until May
CLARE OAKS: Court Extends Plan Filing Period Until July 2

CNG HOLDINGS: Moody's Rates $350MM Senior Secured Notes 'B3'
CNG HOLDINGS: S&P Rates New $350-Mil. Senior Secured Notes 'B'
COLLECTIVE BRANDS: Moody's Reviews 'B1' CFR/PDR for Downgrade
COMARCO INC: Incurs $5.3 Million Net Loss in Fiscal 2012
COMVERGE INC: Asks Shareholders to Approve H.I.G. Capital Deal

COMMUNITY MEMORIAL: Sale Cues Medical Center to Resume Operations
CONDOR DEVELOPMENT: Case Reassigned to Karen A. Overstreet
CONDOR DEVELOPMENT: Sec. 341 Creditors Meeting Set for May 15
CONDOR DEVELOPMENT: Wants to Hire Larry B. Feinstein as Counsel
CONTRACT RESEARCH: Paul Hastings Approved as Lead Counsel

CONTRACT RESEARCH: Young Conaway Approved as Bankruptcy Counsel
DARA BIOSCIENCES: Has Financing, Regains Compliance With NASDAQ
DELTA PETROLEUM: Robbins Umeda Has Class Action Suit
DENNY'S CORP: Reports $5.9 Million Net Income in First Quarter
DEWEY & LEBOEUF: Ex-Chairman Davis Hires Criminal Lawyer

DIAGNOSTIC IMAGING: Moody's Withdraws 'Caa3' Corp. Family Rating
DYNEGY HOLDINGS: Parent, Executives Face Class Action Suits
EASTMAN KODAK: Creditors Panel Can Hire Jefferies as Banker
EASTMAN KODAK: Committee Wins OK for Global IP as Consultant
EASTMAN KODAK: Epiq Approved as Committee's Information Agent

EASTMAN KODAK: 15 Affiliates File Schedules and Statements
EL CAMINO CHARTER: Court Reduces Lender's Deficiency Claim
EL CENTRO MOTORS: Files Schedules of Assets and Liabilities
EL CENTRO MOTORS: Wins OK to Use Ford Motor's Cash Collateral
ELBIT VISION: Reports $1.1 Million Net Profit in 2011

ELWOOD ENERGY: Moody's Cuts Senior Secured Bond Ratings to 'Ba2'
EMMIS COMMUNICATIONS: Moody's Says LMA Deal Credit Positive
ENERGY CONVERSION: Wants to Hire Deloitte as Tax Advisors
EVERTEC INC: S&P Rates New $170-Mil. First Lien Term Loan 'BB-'
FALCON GAS: Case Summary & 50 Largest Unsecured Creditors

FENTURA FINANCIAL: Ronald Justice Succeeds Donald Grill as CEO
FIRST MARINER: Swings to $1.8 Million Net Income in First Quarter
GAMETECH INT'L: Kevin Painter Resigns as President and CEO
GENERAL MARITIME: To Face Few Foes on Plan Approval
GENERAL MOTORS: EPA Claim for Pollution at Lake Onondaga Settled

GETTY PETROLEUM: Almost All Getty Realty Leases Rejected
GIBRALTAR KENTUCKY: Can Hire Talarchyk Merrill as Bankr. Counsel
GRANITE DELLS: Hiring Cohen Kennedy Firm as Litigation Counsel
GRANITE DELLS: Court OKs Gregory W. Huber as Real Estate Counsel
GREEN PLANET: Porter Capital to Provide $240 Million in Funding

H & M OIL: Voluntary Chapter 11 Case Summary
HAMPTON ROADS: To Sell Wilmington Branch Deposits to 1st Bancorp
HAMPTON ROADS: To Sell Preston Corners and Chapel Hill Branches
HARLAND CLARKE: Moody's Rates Term Loan 'B1', Affirms 'B2' CFR
HARLAND CLARKE: S&P Assigns 'B+' Rating to New $1-Bil. Term Loan

HARRISBURG, PA: Former Receiver Unkovic Hires Counsel
HAWKER BEECHCRAFT: May File Prearranged Bankruptcy Next Week
HCA HOLDINGS: 13 Directors Elected at Annual Meeting
HOCHHEIM PRAIRIE: S&P Affirms 'BB' Counterparty Credit Rating
HOLLIFIELD RANCHES: Court Denies Retroactive Hiring of Counsel

HOSPITAL AUTHORITY: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: KPS Capital, 2 Other P/E Firms Said to Bid
INTERNATIONAL LEASE: Moody's Issues Summary Credit Opinion
JC PENNEY: Moody's Issues Summary Credit Opinion
JEFFERSON COUNTY, AL: Can't Reorganize Without More Taxes

JEFFERSON COUNTY, AL: Court Sets June 4 as General Claims Bar Date
KINCAID GENERATION: Moody's Cuts Rating on Sr. Sec. Bonds to Ba1
LAS VEGAS MONORAIL: Fate of Second Plan Still Unclear
LAS VEGAS MONORAIL: Can Hire BDO USA as Accountants & Auditors
LEHMAN BROTHERS: Barclays Resumes Fight Over $3-Bil. in Assets

LEHMAN BROTHERS: Judge Trims $8.6-Bil. Suit vs. JPMorgan
LEHMAN BROTHERS: SEC Chief Says Collapse Still Under Probe
LEHMAN BROTHERS: Some Claims Inadvertently Included in Schedules
LOCATEPLUS HOLDINGS: SEC Suspends Trading of Stock Through May 11
LOS ANGELES DODGERS: Emerges From Bankruptcy Reorganization

LOS ANGELES DODGERS: Former EVP Seeks Nearly $1MM in Back Pay
LPATH INC: Files Post-Effective Amendment to Form S-1
MARIANA RETIREMENT FUND: Sec. 341 Creditors' Meeting on June 15
MARIANA RETIREMENT FUND: Retirees Want Inclusion as Creditor
McCLINTOCK DAIRY: Seeks Final Decree Closing Case

MEDIA GENERAL: Nine Directors Elected at Annual Meeting
METAL STORM: Delays 2011 Annual Report Due to Restructuring
MORGAN INDUSTRIES: Six Potential Buyers Line Up
MORGAN INDUSTRIES: Case Summary & 13 Largest Unsecured Creditors
MPG OFFICE: Swings to $10.4 Million Net Income in First Quarter

NASH FINCH: Moody's Says Weak Results Credit Negative
NET ELEMENT: Amends Joint Venture Agreement with Curtis Wolfe
NET ELEMENT: Kenges Rakishev Discloses 28% Equity Stake
NEW GUINEA GOLD: Cease Trade Order After Missed Annual Report
PINNACLE AIRLINES: FAA Heightens Inspection on Bankrupt Carriers

PLAYBOY ENTERPRISES: S&P Places 'B-' Corp. Credit Rating on Watch
PONTIAC BUILDING: Moody's Affirms 'Caa1' Rating on Tax Debt
PORTER BANCORP: Reports $1.5 Million Net Income in First Quarter
PRINCE SPORTS: Case Summary & 20 Largest Unsecured Creditors
PROVIDENCE, RI: S&P Lowers Special Obligation Debt Rating to 'BB'

ROSETTA RESOURCES: S&P Affirms 'BB-' Rating on $200MM Senior Notes
RSC EQUIPMENT: S&P Withdraws Downgraded 'B' Corp. Credit Rating
RUBY TUESDAY: Moody's Rates $250MM Senior Unsecured Notes 'B3'
RUBY TUESDAY: S&P Assigns Preliminary 'B' Corp. Credit Rating
SBMC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

SEARCHMEDIA HOLDINGS: Delays Form 20-F for 2011
SECOND CHANCE: Class Action Claim Filed in Bankruptcy Court
SOLAR TRUST: Sets May 11 as Sale Procedure Hearing
SONYA DAKAR: Hollywood Skin Clinic Files for Bankruptcy
SPRINGLEAF FINANCE: Moody's Issues Summary Credit Opinion

STRATEGIC AMERICAN: Begins Production of Redfish Reef Field
TELKONET INC: Sees $14-Mil. to $16-Mil. of Revenue in Fiscal 2012
TERRA BENTLEY II: Court Rules in Village of Overland Pointe Action
TRAVELPORT HOLDINGS: Sees $550-Mil. Net Revenue in First Quarter
TW & CO: Has Not Paid Taxes in Full Since 2008

UNIT CORPORATION: Fitch Affirms Low-B Ratings on 2 Senior Debt
USG CORP: Files Form 10-Q, Incurs $27 Million Net Loss in Q1
VITRO SAB: Bondholders Lose One Appeal, Argue Another
WEST CORP: Files Form 10-Q, Posts $34 Million Net Income in Q1
WILLIAM LYON: Board of Directors OKs KPMG LLP as Accountants

YRC WORLDWIDE: Lenders Unanimously OK Credit Pact Amendments
WORLD SURVEILLANCE: Anthony Bocchiochio Named Board Chairman

* Moody's Says Investors Remain Cautious on Insurers
* Moody's Says US Public Finance Debt Downgrades Hit Record High
* Moody's Says Pension Shortfalls Constrain US Newspaper Sector

* Due-on-Sale Clause No Bar to Chapter 13 Plan

* Dundas & Wilson's Verrill Joins Chadbourne's London Office

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

23 EAST 39TH STREET: Sec. 341 Creditors Meeting Set for May 10
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of 23 East 39th Street Developers LLC on May 10, 2012, at
2:30 p.m. at the Office of the United States Trustee, 80 Broad
Street, Fourth Floor, New York.

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 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


ACCO BRANDS: S&P Raises Corp. Credit Rating to 'BB-'
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lincolnshire, Ill.-based ACCO Brands Corp. to 'BB-' from
'B+'. "We removed the ratings from CreditWatch, where they had
been placed with positive implications on Nov. 18, 2011, following
the company's announcement that it would merge with Mead C&OP
through a Reverse Morris Trust transaction. The transaction closed
on May 1, 2012," S&P said.

"At the same time, we affirmed the 'BB+' issue-level ratings on
ACCO's $1.02 billion senior secured credit facilities. The
recovery rating on these loans remains '1', indicating our
expectation for very high (90% to 100%) recovery in the event of a
payment default. We assigned a 'B+' issue-level rating to the $500
million senior unsecured notes (originally issued by Mead Products
LLC, but now co-issued by ACCO following completion of the
merger). The recovery rating on the notes is '5', indicating our
expectation for modest (10% to 30%) recovery in the event of a
payment default," S&P said.

"ACCO used the net proceeds from the term loans and the senior
unsecured notes to redeem its existing senior secured notes and
subordinated notes. We withdrew the ratings on ACCO's existing
10.625% senior secured notes due 2015 and 7.625% subordinated
notes due 2015, following their redemption upon close of the
transaction. ACCO will also distribute shares of its common stock
to MeadWestvaco shareholders as part of the consideration for the
acquisition. MeadWestvaco shareholders will retain 50.5% of ACCO's
outstanding shares," S&P said.

"Pro forma for the transaction, we estimate that the company will
have about $1.3 billion of reported debt outstanding. Including
our adjustments for operating leases and pension obligations, we
estimate ACCO will have approximately $1.4 billion total adjusted
debt outstanding," S&P said.

"The upgrade reflects our opinion that the combination of ACCO and
Mead C&OP will create one of the world's largest office supply
manufacturers, and that credit measures have modestly improved pro
forma for the merger," said Standard & Poor's credit analyst
Stephanie Harter. "We believe the merger will increase ACCO's
geographic reach and distribution, while adding complementary
products to its existing portfolio."

"The outlook is stable, reflecting our view that credit measures
will improve modestly over the very near term as ACCO reduces debt
with free operating cash flow, sustains its current operating
performance, and maintains adequate liquidity," S&P said.


ADAMS PRODUCE: Can Sell Produce to Managers at Discount
-------------------------------------------------------
Judge Tamara O. Mitchell on Saturday granted an emergency request
by Adams Produce Company LLC and Adams Clinton Business Park LLC
to sell inventory, consisting of the Debtors' produce only, to
their managers, the manager entities, or any other person or
entity free and clear of all liens, interests and encumbrances for
at least 50% of the Debtors' delivered cost of the inventory.

The Debtors also won permission to assign lease rights in their
distribution centers to any managers or the manager entities as
the Debtors may decide in their sole discretion.

The Debtors also may enter into agreements with the Managers and
the Manager Entities relating to the Debtors' Equipment as the
Debtors may, in their sole discretion, deem reasonable and in the
best interests of their estates and their creditors, provided that
the agreements are within the ordinary course of the Debtors'
business.

The Inventory is made up of produce and other perishable items,
which, if not sold promptly by the Debtors, risks spoliation.
Once the Inventory is spoiled, it cannot be sold, is worthless,
and the Debtors' estates lose the entire value of such Inventory.
Furthermore, spoiled Inventory presents health and other hazards
that put the Debtors and others at risk.

Certain Managers have expressed to the Debtors an interest in
purchasing certain Inventory, valued at roughly $649,000, and
operating certain Distribution Centers and using certain
equipment, either in their own name or under entities set up by
such Managers.

The request to sell the Inventory was made after the Debtors were
blocked from borrowing up to $500,000 in postpetition financing
from PNC Bank, National Association, which is owed $750,000 under
a pre-bankruptcy term loan, $1.35 million under a real estate
loan, and $3.4 million under a revolver.

The Debtors also owe $2 million under promissory notes.  Adams
owes $4.4 million in accounts payable to trade and other
creditors, and $10.2 million to agricultural commodity suppliers.

The DIP Credit Agreement provides for, inter alia, payment of a
$15,000 loan fee to the Lender in consideration of the financing.
Moreover, the DIP Credit Agreement proposed to provide the Lender
a superpriority, priming lien on all of the Debtors' property to
be repaid out of the first proceeds of any sale of the Debtors or
otherwise.

At the hearing on the DIP Motion, held on April 27, several of the
Debtors' creditors, who may be eligible to assert potential claims
against the Debtors under the Perishable Agricultural Commodities
Act of 1930, as amended, 7 U.S.C. Sections 499a et seq., and who
claim a trust on certain of the Debtors' assets, including cash,
pursuant to PACA, objected.

The interested parties, including the Debtors, the Debtors'
proposed post-petition lender, and the PACA Claimants, were unable
to reach a resolution to the DIP Motion and the objections.

The objectors include ProAct LLC and T&T Produce, which, prior to
the Petition Date, supplied the Debtors with wholesale quantities
of fresh fruits and vegetables in excess of $7,000,000, all of
which remains unpaid.  The PACA creditors want any funds to pay
PACA trust creditors segregated.  They also said the Debtors are
prohibited from pledging the PACA Trust Assets as collateral for
postpetition financing.

ProAct LLC and T&T Produce are represented by:

          Lawrence H. Meuers, Esq.
          MEUERS LAW FIRM, P.L.
          5395 Park Central Court
          Naples, FL 34109-5932
          Telephone: (239) 513-9191
          Facsimile: (239) 513-9677
          E-mail: sdefalcol@meuerslawfirm.com

In the DIP Motion, the Debtors said the DIP financing would enable
them to, among other things, (a) maintain the continuity of
operations, (b) maximize the value of business and properties for
the benefit of the Debtors' estates and creditors, and (c) give
the Debtors' vendors, suppliers, and customers the necessary
confidence to continue ongoing relationships with the Debtors,
which is essential to the successful reorganization of the
Debtors' businesses.

The Debtors also said they are in no way attempting to circumvent
the PACA process or jeopardize the PACA Claims by filing for
bankruptcy.

The Debtors filed with the Court a motion to establish a PACA
claims procedure.  The Debtors believe that certain of the PACA
Claims will not qualify for PACA treatment due to the creditors'
failure to comply with PACA.  Additionally, it is presently
impossible to ascertain the validity and extent of the PACA
claims, hence the reason for the Debtors' PACA Motion.

The Debtors said they should be allowed to continue with the
Chapter 11 cases and sort through the PACA claims in an orderly
manner pursuant to the provisions of the PACA Motion.  That
process, the Debtors argued, will inure to the benefit of all
interested parties, including those holding valid PACA Claims.

                       About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


ADAMS PRODUCE: Hearing on Employee Back Pay Continued to May 4
--------------------------------------------------------------
Kent Faulk, writing for The Birmingham News, reports that the
employee back pay and other issues involving Adams Produce Co. LLC
remained unresolved after Monday's hearing before Bankruptcy Judge
Tamara Mitchell.  The hearing will continue Friday.

Birmingham News, citing audio recordings from the hearing Monday
morning, reports that Judge Mitchell told the former Adams
employees in attendance that the case is complicated because
produce is involved, and that she was fully aware that employees
had been due to be paid April 21 -- for a two-week pay period --
but had continued work through April 27 and still didn't get paid.
The judge also said she had told attorneys on Friday that 400
people were about to get off work that day and some wouldn't have
money to put gas in their cars or buy bread on the way home.

According to Birmingham News, the judge also told the former
employees that the issue of their back pay was addressed at an
afternoon-long hearing Friday after the Chapter 11 filing.  "Most
of that time was spent trying to figure out if there was any way
that Adams Produce could strike a deal with their lender, the
bank, primarily to meet the payroll that should have been made
Friday evening, " Judge Mitchell said.

Following its bankruptcy filing, Adams has shut down and laid off
all 400 workers at its nine locations in five states.

                       About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


AES EASTERN: Claims Bar Date Set for July 6
-------------------------------------------
Creditors of AES Eastern Energy L.P. may file their proofs of
claim not later than July 6, 2012 at 5:00 p.m.

Claims must be sent to:

     AEE Claims processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     EL Segundo, CA 90245

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AFFINITY GAMING: Moody's Rates New $200MM Sr. Unsec. Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service revised Affinity Gaming, LLC's rating
outlook to positive from stable and assigned ratings to the
company's $435 million proposed refinancing. Affinity's proposed
$35 million 5-year super-priority revolver and $200 million senior
secured 7-year term loan were rated Ba2 and Ba3, respectively. A
Caa1 was assigned to the company's proposed $200 million senior
unsecured notes due 2020. At the same time, Moody's affirmed
Affinity's B2 Corporate Family and B3 Probability of Default
ratings.

Proceeds from Affinity's proposed debt offerings will largely be
used to fully refinance the company's existing $348 million term
loan due 2015. Moody's will withdraw the B2 rating on this
existing term loan if/when the proposed refinancing transaction
closes. Moody's will also raise Affinity's Probability of Default
rating to B2 from B3 once the transaction closes to reflect that
the company's debt capital structure that will include both bank
debt and bonds. Currently, the $348 million term loan is the only
funded debt in Affinity's capital structure.

The outlook revision to positive from stable considers Affinity's
improved cost structure resulting from the sale of its relatively
low margin route operations and from previous cost cutting
efforts, along with what Moody's expects will be a lower cost of
debt capital and more relaxed debt maturity profile assuming the
proposed debt refinancing transaction closes as planned. The
outlook revision also reflects the expected benefits to Affinity
with respect to the company's geographic diversification and
earnings quality if/when the company receives its license to
operate the Colorado casinos it purchased earlier this year. In
February 2012, Affinity acquired the land and buildings of the
Golden Mardi Gras Casino, Golden Gates Casino and Golden Gulch
Casino -- all located in Black Hawk, Colorado -- and
simultaneously leased these three casinos back to the prior owner
until such time that Affinity gains approval for gaming licenses
in Colorado. Receipt of the license approvals related to the
operations of the casinos in Colorado is currently anticipated in
the second half of 2012. Pending licensure, Affinity receives
fixed monthly rental payments under the lease.

Ratings could be raised if Affinity receives the license approvals
related to the operations of Colorado casinos and Moody's believes
the company can achieve and maintain EBIT/interest expense above
2.0 times and debt/EBITDA near 4.0 times. However, the company's
relatively small scale and limited diversification would likely
limit the degree of any ratings improvement. The rating outlook
could be revised to stable if the proposed refinancing
transactions do not close as currently planned and/or Affinity
does not receive the license needed to own and operate the
Colorado casinos. Failure to obtain a Colorado gaming license
and/or close the proposed refinancing would not necessarily lead
to a ratings downgrade or negative ratings outlook. Ratings could
be lowered if operating performance or liquidity deteriorates for
any reason, if debt/EBITDA is not maintained below 5.5 times, and
EBIT/interest expense drops below 1.25 times.

The affirmation of Affinity's B2 Corporate Family Rating considers
that despite the expected benefits of the Colorado asset purchase,
there is no assurance that Affinity will obtain a gaming license
and within the time frame expected. As a result, it does not have
an impact on Affinity's Corporate Family rating at this time.

The Ba2 rating on the proposed revolver reflects its super-
priority status relative to the proposed Ba3 term loan with
respect to distributions pursuant to an insolvency or liquidation
proceeding. Both the revolver and term loan ratings benefit from
credit support provided by the proposed senior secured note
offering. The Caa1 assigned to the senior unsecured notes -- two
notches below Affinity's Corporate Family Rating -- acknowledges
the significant amount of secured debt ahead of it.

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B3

$348 million term loan due 2015 at B2 (LGD 3, 35%)

Ratings assigned:

$35 million super-priority revolver expiring 2017 at Ba2
(LGD 1, 2%)

$200 million senior secured term loan due 2019 at Ba3 (LGD 2,
28%)

$200 million senior unsecured notes due 2020 at Caa1 (LGD 5,
80%)

Rating Rationale

Affinity's B2 Corporate Family Rating reflects the company's
relatively small size in terms of revenue compared to larger, more
diversified U.S. gaming operators. Moody's expects Affinity will
generate about $500 million of annual net revenue going forward, a
level typically considered characteristic of a low-B Corporate
Family Rating, according to Moody's Global Gaming Methodology.

Affinity's ratings also consider the company's high leverage. Pro
forma debt/EBITDA will be about 5.5 times, a level also typically
considered characteristic of a low-B Corporate Family Rating.
Although on a net debt basis, pro forma debt/EBITDA will be lower
at about 4.5 times. However, Moody's expects Affinity will likely
use its unrestricted cash balances to further improve its overall
asset profile, either through additional capital investment or
future acquisitions.

Positive rating consideration is given to the favorable impact on
consolidated earnings from expense reduction activities and
Moody's expectation that the company will continue to experience a
further, albeit modest, improvement in its earnings. Also
supporting the ratings is the company's slot reinvestment --
Affinity purchased about $20 million in new slot machines and slot
machine upgrades since 2010 -- and Lakeside Iowa hotel expansion
project that will add rooms and other non-gaming amenities.

The principal methodology used in rating Affinity Gaming, LLC. was
the Global Gaming Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Affinity Gaming, LLC owns and operates casinos in Nevada, Missouri
and Iowa, and has recently entered into an agreement to acquire
Casino operations in Colorado. The company reported about $630
million of net revenue for its fiscal year ended
December 31, 2011.


ALLIED IRISH: Won't Be Able Pay EUR280MM Cash Dividend by May 13
----------------------------------------------------------------
Allied Irish Banks, p.l.c., said that the annual cash dividend of
EUR280 million on the  EUR3.5 billion 2009 Non Cumulative
Preference Shares held by the National Pensions Reserve Fund
Commission (NPRFC), on behalf of the Irish State, due May 13,
2012, will not be paid.

As a result AIB becomes obliged to issue and allot ordinary shares
to the NPRFC in accordance with AIB's Articles of Association.
The number of Bonus Shares to be issued will be calculated by
dividing the unpaid dividend amount on the 2009 Preference Shares
by the average price on an ordinary share over the period of 30
days trading immediately preceding the annual dividend date.  The
final amount of Bonus Issue of ordinary shares will therefore be
announced in due course.  The Irish State, through the NPRFC, owns
99.8% of the ordinary shares of AIB.

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.


ALLY FINANCIAL: Moody's Issues Summary Credit Opinion
-----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Ally
Financial Inc. and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for Ally Financial Inc. and
its affiliates.

Moody's current ratings on Ally Financial Inc. and its affiliates
are:

Long Term Issuer rating of B1

Senior Unsecured (domestic currency) ratings of B1

Senior Unsecured MTN Program (domestic and foreign currency)
ratings of (P)B1

Subordinate (domestic currency) rating s of B2

Preferred Stock (domestic currency) ratings of B3/Caa1, (hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)B1

Commercial Paper (foreign currency) ratings of NP

Other Short Term (domestic and foreign currency) ratings of (P)NP

BACKED Senior Unsecured (domestic currency) ratings of Aaa/B1

BACKED Commercial Paper ratings of NP

Ally Credit Canada Limited

BACKED Senior Unsecured (foreign currency) ratings of B1

BACKED Senior Unsecured MTN Program (domestic and foreign
currency) ratings of (P)B1

BACKED Commercial Paper (domestic currency) ratings of NP

GMAC Bank GmbH

BACKED Senior Unsecured MTN Program (domestic currency) ratings of
(P)B1

BACKED Commercial Paper (domestic currency) ratings of NP

BACKED Other Short Term (domestic currency) ratings of (P)NP

GMAC Capital Trust I

BACKED Preferred Stock (domestic currency) ratings of B3, (hyb)

GMAC International Finance B.V.

BACKED Senior Unsecured (domestic currency) ratings of B1

BACKED Senior Unsecured MTN Program (domestic currency) ratings of
(P)B1

BACKED Commercial Paper (domestic currency) ratings of NP

BACKED Other Short Term (domestic currency) ratings of (P)NP

GMAC UK Plc

BACKED Commercial Paper ratings of NP

RATING RATIONALE

Ally's ratings are based upon its position as an established auto
finance company with important business ties to GM and Chrysler
and their dealers. Ratings are also supported by Ally's
strengthened capital and liquidity positions and ResCap's
diminished risk profile. Ally's ratings and outlook also reflect
its prospects for improved profitability in its core auto finance
and mortgage origination and servicing businesses, based upon
positive asset quality performance trends.

Ally's ratings are constrained by the firm's GM and Chrysler
related concentrations, its remaining exposure to ResCap
contingencies, execution risks associated with its efforts to
further transition to a bank operating and funding model, and
uncertainty regarding the sustainability of its long-term
performance prospects given the competitive environment and the
company's evolving business model.

Ally's ratings do not include an expectation of further support
from the U.S. government, notwithstanding the U.S. Treasury's 74%
ownership stake, because Moody's believes that repayment of
existing support (TARP and TLGP) will be a focus of the firm going
forward.

Rating Outlook

The stable outlook reflects Moody's expectation that: 1) operating
performance in Ally's core auto finance and mortgage businesses
will strengthen as economic recovery progresses, 2), that recent
improvements in Ally's capital and liquidity positions will be
sustained; and 3) that Ally's further support of ResCap, if
required, will not result in a material weakening of capital and
liquidity resources.

What Could Change the Rating - Up

The ratings or outlook could be considered for upgrade if risks to
Ally's capital and liquidity positions emanating from its support
of ResCap decline further, particularly in relation to mortgage
repurchase risks. A sustainable improvement in Ally's core
operating margins, expected to accompany the firm's further
transition to a bank operating model, could also be supportive of
higher ratings, if Ally also maintains its recently strengthened
capital levels and liquidity runway and if threats to its
franchise positioning don't increase. Repayment of government
support could be a positive for the ratings, to the extent that it
contributes to improved market access, capital strength, and
profitability.

What Could Change the Rating - Down

A downgrade could be precipitated by unanticipated declines in
asset quality performance and profitability in core businesses or
by a material sustained weakening of liquidity and capital
positions.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


ALVARION LTD: Fails to Comply With NASDAQ's Minimum Bid Price
-------------------------------------------------------------
Alvarion(R) Ltd. received a notice from The NASDAQ Stock Market
advising the company it has failed to comply with NASDAQ's minimum
bid requirement of $1.00 per share necessary for continued
inclusion on the NASDAQ Global Select Market.  The NASDAQ letter
has no immediate effect on the listing of the company's ordinary
shares.

Alvarion has been provided 180 calendar days, or until Oct. 23,
2012, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the company's
ordinary shares must be at least $1.00 per share for a minimum 10
consecutive business days.

If the company does not regain compliance within the initial 180-
day period, but otherwise meets the continued listing requirements
for market value of publicly held shares and all other initial
listing standards for the NASDAQ Capital Market, except for the
bid price requirement, the NASDAQ staff may grant the company an
additional 180 calendar days to regain compliance.  If the Company
is not granted an additional 180 day calendar period, then NASDAQ
will provide written notification that the Company's securities
will be delisted and the Company may appeal the determination to
the NASDAQ Listing Qualifications Panel.

                          About Alvarion

Alvarion Ltd. -- http://www.alvarion.com/-- provides optimized
wireless broadband solutions addressing the connectivity, coverage
and capacity challenges of telecom operators, smart cities,
security, and enterprise customers.

As reported in the April 11, 2012 edition of the TCR, Alvarion
expects first quarter 2012 revenues to be $33 million to $33.5
million, below the guidance previously provided by the company,
primarily as a result of lower than expected sales of an older
product line which the company currently intends to replace later
this year, as well as a large order which has been delayed from Q1
until Q2.  Non-GAAP net loss per diluted share is expected to be
between ($0.09) and ($0.10) for the first quarter of 2012.

The Company said it will be in default of a financial covenant
under certain loan and credit facility agreements, including a $30
million loan obtained by the company for the acquisition of Wavion
Inc.  The Company has initiated discussions with the respective
banks.


AMACORE GROUP: Suspending Filing of Reports with SEC
----------------------------------------------------
The Amacore Group, Inc., filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its Class A Common Stock, $0.001 par value per
share.  Pursuant to Rule 12g-4, the Company is suspending
reporting because there are currently less than 500 holders of
record of the Class A shares.  There were only 291 holders of the
Class A shares as of April 30, 2012.

                       About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

                           *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities, and a $17,147,252
stockholders' deficit.

Amacore Group last filed financial statements with the SEC in
August 2010, when the company submitted its Form 10-Q for the
quarter ended June 30 2010.


APOLLO MEDICAL: Delays Form 10-K for Fiscal 2012
------------------------------------------------
Apollo Medical Holdings, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-K for the period ended Jan. 31, 2012.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-K for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-K impracticable without undue
hardship and expense to the registrant.  The Company expects to
file that report no later than fifteen calendar days after its
original prescribed due date.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $156,331 in 2011 and a net loss
of $196,280 during the prior year.  The Company reported a net
loss of $293,559 for the nine months ended Oct. 31, 2011.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


ARCAPITA BANK: Says Bankruptcy Law Voids EUR125-Mil. Guaranty
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC contends that a technicality in
U.S. bankruptcy law invalidates a 125 million-euro ($165.3
million) guarantee held by Commerzbank AG.  Frankfurt-based
Commerzbank made a 125 million euro loan to Arcapita subsidiary
PVC (Lux) Holding Co. Sarl. The guarantee wasn't the usual sort,
Arcapita says. A bankruptcy judge in New York will decide on the
issue a May 7 hearing.

According to the report, unlike an ordinary guarantee that's
automatically enforceable, Arcapita contends its guarantee doesn't
kick in until it's given a notice by Commerzbank.  When Arcapita
filed for Chapter 11 protection in March, the notice hadn't been
given.  Commerzbank is one of seven members on Arcapita's official
committee representing unsecured creditors.  Arcapita argues that
the so-called automatic stay in U.S. bankruptcy law precludes
Commerzbank from giving the notice.  Consequently, Commerzbank
filed papers asking the bankruptcy judge to modify the automatic
stay and permit serving the notice.  Commerzbank contends that
giving notice is a mere ministerial act.  To the contrary,
Arcapita say that the notice goes to the heart of the obligation.
Arcapita wants the bankruptcy judge to prevent serving the notice
so the pool of creditors will be smaller because the guarantee
won't be enforceable.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP, in New York, N.Y., and
Washington, D.C., is the proposed counsel to the Official
Committee of Unsecured Creditors.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court
restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


AS SEEN ON TV: TV Goods Has Distribution Agreement with SMS
-----------------------------------------------------------
TV Goods Inc., wholly-owned subsidiary of As Seen On TV, Inc.,
entered into a Distribution and Marketing Agreement dated
March 15, 2012, with SMS Audio relating to the promotion and sale
of SMS products via major live television shopping networks and
their related Web sites and AsSeenOnTV.com in the U.S.  The
initial term will be 12 months.  The Distribution and Marketing
Agreement includes, but is not limited to the product lines of
SYNC by 50 Over-Ear Headphones, STREET by 50 Over-Ear Headphones
and STREET by 50 In-Ear Headphones.  SMS and the Company agree
that Curtis Jackson III, may appear for certain television airings
for the Products as agreed upon by the parties and the Artist.
All commitments are subject to the Artist's schedule.  The
Distribution and Marketing Agreement may be terminated by SMS
without cause upon 60 days notice.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $10.20 million on $3.35 million
of revenue for the nine months ended Dec. 31, 2011, compared with
a net loss of $1.22 million on $848,941 of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$13.27 million in total assets, $32.73 million in total
liabilities, all current, and a $19.46 million total stockholders'
deficiency.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2011.  The independent auditors noted of the Company's
recurring losses from operations and negative cash flows from
operations.


ASSOCIATED ESTATES: Fitch Rates $475MM Loans & Unsec. Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Associated
Estates Realty Corporation (NYSE, NASDAQ: AEC or the company) as
follows:

  -- Issuer Default Rating (IDR) at 'BB+';
  -- $350 million senior unsecured revolving credit facility at
     'BB+';
  -- $125 million senior unsecured term loan at 'BB+';
  -- Senior unsecured notes (indicative) at 'BB+'.

The Rating Outlook is Positive.

The 'BB+' IDR reflects AEC's good fixed charge coverage ratio that
is driven by a consistently performing multifamily property
portfolio primarily focused in the Midwest, Mid-Atlantic and
Southeast regions of the U.S. Fitch anticipates positive leasing
spreads to continue over the near-to-medium term due to favorable
fundamentals.  The company also has leverage that is solid for a
multifamily REIT at the 'BB+' rating and a good liquidity
position.

Unencumbered NOI continues to grow and unencumbered asset coverage
of unsecured debt is solid.  However, the company has shown a
willingness to encumber quality properties as evidenced by the
Dwell Vienna Metro mortgage obtained after the first quarter of
2012 (1Q'12), indicative of some adverse selection.  Therefore,
these factors related to the unencumbered pool are currently
neutral to the rating.

Credit concerns include the company's small size and limited
recent track record as an unsecured bond issuer.

The Positive Outlook reflects that AEC is growing in a measured
manner via acquisitions and development while improving metrics,
due primarily to strong multifamily fundamentals, to levels
consistent with a 'BBB-' rating.

Fixed charge coverage is solid for the 'BB+' rating.  For the
trailing 12 months (TTM) ended March 31, 2012, AEC's fixed charge
coverage ratio was 2.1 times (x), compared with 1.6x and 1.4x in
full year 2010 and 2009, respectively.  Positive leasing spreads
and reduced fixed charges due to the repayment of debt and
redemption of preferred shares with proceeds from common stock
offerings in 2010 have improved coverage.  Fitch defines fixed
charge coverage as recurring operating EBITDA less recurring
capital expenditures divided by total interest incurred (net of
prepayment costs and loan defeasance refunds) and preferred
dividends.

Fundamentals remain strong. Leasing spreads on same-store new
leases were up 0.1%, up 1.2% and up 7.1% in 1Q'12, 4Q'11 and
3Q'11, respectively, and spreads on same-store renewals also
showed positive momentum with growth of 5.1%, 5.9% and 5.9% in
1Q'12, 4Q'11 and 3Q'11, respectively.  In addition, occupancy
increased to 97.3% as of March 31, 2012, compared with 95.9% as of
March 31, 2011 even as the company continues to increase rents.
Moreover, AEC has outperformed its peers in terms of same store
NOI growth by 20 basis points over the past 10 years with less
volatility, which demonstrates solid property performance through
the multifamily cycle.  The company also outperformed its markets,
indicative of adroit leasing and relative portfolio quality.

Fitch anticipates that positive leasing spreads will continue in
the near term due to robust demand and limited new supply in AEC's
markets.  For the next 12 to 24 months, Fitch projects that fixed
charge coverage will approach the mid to high 2.0x range due to
organic growth and incremental NOI from acquisitions and
development.  This coverage, coupled with growth in the portfolio
would be appropriate for a 'BBB-' rating.

In a stress case whereby same-store NOI declines are similar to
those experienced by AEC in 2009, fixed charge coverage would
approach 2.0x in the near term, which would be weaker for the
'BB+' rating for a multifamily REIT of AEC's size.  In a stress
case not anticipated by Fitch, fixed charge coverage could
approach 1.5x, which would be appropriate for a 'BB' rating.

Leverage is appropriate for the 'BB+' rating and continues to
decline.  Net proceeds of $288.8 million from the company's three
follow-on common stock offerings during 2010 were used to repay
debt, redeem preferred shares and fund acquisitions, strengthening
the balance sheet.  Net debt to recurring operating EBITDA for the
TTM ended March 31, 2012 was 8.3x, down from 8.9x and 8.6x as of
year-end 2010 and 2009, respectively.

Fitch anticipates that leverage will migrate to the mid-to-low
7.0x range over the next 12 to 24 months as the company grows
earnings via acquisitions and development, while funding such
activity with a balance of debt and equity.  This leverage,
coupled with growth in the portfolio would be appropriate for a
'BBB-' rating.

In a stress case whereby same-store NOI declines are similar to
those experienced by AEC in the 2009-2010 period, leverage would
sustain above 8.5x, which would be appropriate for a 'BB' rating.
In a stress case not anticipated by Fitch, leverage could reach
9.0x in the near term, which would be weak for a 'BB' rating.

AEC has a good liquidity position. As of March 31, 2012 and pro
forma for the Dwell Vienna Metro loan that closed subsequent to
quarter end, base case liquidity coverage assuming no additional
capital raises was 1.4x for April 1, 2012 to Dec. 31, 2013.
Sources of liquidity include unrestricted cash, availability under
the new unsecured revolving credit facility, and projected
retained cash flows from operating activities after dividends and
distributions.  Uses of liquidity include debt maturities and
projected recurring capital expenditures.  Debt maturities are
heavy in 2013, totaling 21.6% of total debt; however, debt yields
on outstanding mortgages across the portfolio are approximately
12%, indicating good refinancing capacity.

Credit concerns center on the company's small size, as AEC had a
total market capitalization of approximately $1.4 billion and an
equity market capitalization of approximately $694 million as of
March 31, 2012.  The company's size may limit capital markets
access, given that REIT dedicated investors may not be able to
acquire a meaningful investment in the company's securities.

The company's small size also results in certain assets
contributing materially towards results.  AEC's top five assets
contribute approximately 25% of total NOI and the top 10 assets
contribute approximately 40% of total NOI.

AEC has a limited recent track record as an unsecured bond issuer,
but it amended its revolving credit facility in January 2012 on
more favorable terms.  The new facility due January 2016 has a
commitment size of $350 million and is priced at LIBOR plus 165
basis points compared with the previous facility with a commitment
size of $250 million that was priced at LIBOR plus 230 basis
points.

During 1Q'12, the company obtained a $41.2 million 10-year
interest only 3.68% mortgage loan with Fannie Mae on recently-
acquired Dwell Vienna Metro.  That being said, unencumbered NOI
was 58% of total NOI in 1Q'12 pro forma for the Dwell Vienna Metro
loan, compared with 45% in 2011 and 34% in 2010.

The unencumbered pool provides contingent liquidity and includes
37 properties across the portfolio pro forma for the Dwell Vienna
Metro mortgage.  Pro forma for the Dwell Vienna Metro loan,
unencumbered asset coverage of unsecured debt (calculated as
unencumbered net operating income divided by a stressed
capitalization rate of 8% to unsecured debt) was 2.6x as of March
31, 2012, which is strong for a 'BB+' rating.  In addition, the
covenants in AEC's unsecured debt agreements do not restrict
financial flexibility.

The Positive Outlook reflects that AEC is growing in a measured
manner via acquisitions and development while improving fixed
charge coverage to the mid-to-high 2.0x range and leverage
approaching the mid 7.0x range over the next 12 to 24 months.
Fitch anticipates that the company will continue to grow the
portfolio in existing markets via acquisitions and development
while potentially expanding in California and Texas.  In addition
to the Vista Germantown project in Nashville, the company's future
development pipeline includes two projects in Dallas and one in
Bethesda, Maryland.

The following factors may result in an upgrade to 'BBB-':

  -- Increased portfolio size that would reduce each asset's
     contribution towards overall results and also lessen the
     impact that sizeable capital raises could have on AEC's
     credit profile;

  -- Along with a meaningful increase in size, if the company's
     fixed-charge coverage ratio sustains above 2.0x (for the 12
     months ended March 31, 2012, fixed-charge coverage was 2.1x).

  -- Along with a meaningful increase in size, if the company's
     net debt to recurring operating EBITDA ratio sustains between
     7.0x and 7.5x (as of March 31, 2012 leverage was 8.3x based
     on trailing twelve months recurring operating EBITDA).

The following factors may result in a Stable Outlook at 'BB+':

  -- Adverse selection resulting in additional encumbrances on
     higher quality assets, which would weaken the position of
     unsecured creditors;

  -- If the company's fixed-charge coverage ratio sustains below
     2.0x;

  -- If the company's leverage ratio sustains above 8.0x.

The following factors may result in a negative pressure on the
rating:

  -- If the company's fixed-charge coverage ratio sustains below
     1.75x;

  -- If the company's leverage ratio sustains above 8.5x;

  -- A base case liquidity coverage ratio that excludes the impact
     of refinancing activities sustaining below 1.0x.


BEACON POWER: Case to Be Dismissed When Money Paid Out
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization begun in October by
Beacon Power Corp. will be dismissed as soon as the remaining cash
is doled out.  The U.S. Bankruptcy Judge in Delaware signed an
order May 2 providing for dismissal of the Chapter 11 case.  The
U.S. Department of Energy is to receive about $2.3 million toward
its guarantee of a $43.1 million loan.  Some $300,000 is set aside
to parcel out among professionals toward payment of their fees.
Once all the money is disbursed, the judge will formally dismiss
the case.

The report recounts that the business was sold in February to
Rockland Capital LLC for $30.5 million, including a note for $25
million and $5.5 million cash. In addition, Woodlands, Texas-based
Rockland gave the U.S. Energy Department $6.6 million in
guarantees and undertakings to provide funding.

After the sale was completed, there wasn't enough cash remaining
to pay all costs that accrued during the Chapter 11 case.  Court
papers said there was $1.85 million cash to cover $6.75 million in
professional fees and about $1.1 million in other costs of the
reorganization. In addition there were $257,000 in tax claims and
$3.5 million in pre-bankruptcy unsecured claims.

                        About Beacon Power

Beacon Power Corporation, along with affiliates, filed for Chapter
11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011,
in Delaware, becoming the second cleantech company which has been
backed by the U.S. Department of Energy via loan guarantees --
after Solyndra LLC -- to fail in 2011.  Solyndra declared Chapter
11 bankruptcy on Sept. 6, 2011.

Beacon built a $69 million facility with 20 megawatts of balancing
capacity in Stephentown, New York, funded mostly by the DoE loan.

Brown Rudnick and Potter Anderson & Corroon serve as the Debtors'
counsel.  The Debtors tapped Miller Wachman, LLP as auditors,
Pluritas, LLC as intellectual property advisors, CRG Partners
Group LLC as financial advisors.

Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the
Energy Department.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).


BETSEY JOHNSON: Sale Guidelines Approved; Hilco to Lead Auction
---------------------------------------------------------------
Bankruptcy Judge James M. Peck on Friday gave Betsey Johnson LLC
the go signal to commence a sale process for substantially all of
its assets free and clear of liens, claims, encumbrances and
interests.

Hilco Merchant Resources, LLC, will serve as stalking horse bidder
under an Agency Agreement dated April 26, 2012, for the auction to
be conducted under 11 U.S.C. Sec., 363 with respect to store
closing sales.  There is no "stalking horse" bidder for the
auction with respect to any going concern offers.

Counteroffers and bids are due May 7, 2012 at 5:00 p.m.
(prevailing Eastern Time).

The auction for the Debtor's assets will be conducted at the
offices of Goulston & Storrs, P.C., in Boston at 10:00 a.m.
(prevailing Eastern Time) on May 8.  The sale hearing will
commence at 11:00 a.m. (prevailing Eastern Time) on May 10.

Objections to the sale are due May 9.

Hilco will be paid a $50,000 breakup fee in the event that the
Agency Agreement will not be consummated because the Debtor elects
to pursue an alternative higher/better transaction (whether with
another party serving as liquidating agent, as a going concern
buyer, or otherwise).

The Debtor filed for chapter 11 to effectuate an all-asset sale,
either as a going concern or through an orderly wind-down process
using a nationally recognized liquidator.  The Debtor intends to
entertain offers to purchase any or all of its business
operations.

Earlier in April, the Debtor, with the assistance of its
professionals, solicited offers from three of the leading national
liquidation firms and provided them with extensive information
regarding the Debtor's stores, merchandise and expense structure.
One of the three, with the consent of the Debtor, brought in a
fourth liquidation firm as a joint venture partner.  The Debtor
requested and received on April 23 three initial bids for the
right to serve as agent and conduct the store closing sales at all
of its retail store locations.   After reviewing the initial bids,
the Debtor selected the bid of Hilco to serve as the stalking
horse bid.  On April 26, the Debtor entered into the agency
agreement with the stalking horse bidder, which provides for these
material terms:

   * Assets to be sold include all merchandise at up to 69 stores
     and distribution centers and all FF&E located at the stores.

   * The liquidating agent will guarantee the Debtor's receipt of
     92.0% of the cost value of the merchandise included in the
     sale.

   * The liquidating agent will receive a fee of 25% of the net
     proceeds from the sales.

   * The liquidating agent will supervise the sale of merchandise
     and FF&E located at the UK store.

   * The Debtor may supplement the merchandise in the stores with
     any on-order goods.

   * The closing sales will being on or before May 11.

The Debtor intends for the store closing sales to commence no
later than May 11 to take advantage of the prom season, and prior
to Mother's Day on May 13.

Counsel for Steven Madden, Ltd., is:

          Neil Herman, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          101 Park Avenue
          New York, NY 10178-0060
          Tel: 212-309-6669
          Fax: 212-309-6001
          E-mail: nherman@morganlewis.com

Counsel for First Niagara Commercial Finance, Inc., is:

          James C. Fox, Esq.
          RUBERTO, ISRAEL & WEINER
          255 State Street
          Boston, MA 02109
          Tel: 617-742-4200
          Fax: 617-742-2355
          E-mail: jcf@riw.com

Hilco is represented by:

          Chris L. Dickerson, Esq.
          DLA PIPER LLP (US)
          203 N. LaSalle Street, Suite 1900
          Chicago, IL 60601
          Tel: 312-368-7045
          Fax: 312-630-5310
          E-mail: chris.dickerson@dlapiper.com

                       About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.  Formed as
B.J. Vines by its namesake, iconic fashion designer Betsey Johnson
in 1978, the Debtor sells clothing, footwear, handbags and a
signature fragrance through 63 Betsey Johnson retail stores and
outlets in the U.S.  The Company, which has 400 employees, also
sells its products in department and specialty stores worldwide,
including Macy's and Lord & Taylor, and online at
http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co counsel; Richter Consulting, Inc., as financial advisor, and
Donlin Recano & Company as claims and notice agent.  The petition
was signed by Jonathan Friedman, chief financial officer.


BETSEY JOHNSON: Has Interim Approval on $2.5-Mil. DIP Loan
----------------------------------------------------------
Betsey Johnson LLC on Monday obtained interim Court approval to
borrow under a $2.50 million credit facility arranged by First
Niagara Commercial Finance, Inc.

First Niagara is also owed not less than $2.11 million in
prepetition first lien debt.  The parties' Debtor-in-Possession
Revolving Credit Facility provides that at no time will the sum of
the Pre-Petition Obligations and the aggregate amount outstanding
under the DIP Credit Facility exceed $3.50 million.

The Debtor also obtained interim Court permission to use cash
collateral securing prepetition obligations to Steven Madden,
Ltd., the Debtor's subordinated lender.  Madden is owed not less
than $3.40 million as of the bankruptcy filing date.

Without the requested financing, the Debtor said it will not have
the funds necessary to pay its payroll, payroll taxes, inventory
suppliers, rent, utilities, overhead and other expenses necessary
for the continued operation of the Borrower's business and the
management and preservation of the Borrower's assets and
properties and will suffer immediate and irreparable harm absent
the proposed financing.

The Court will hold another interim hearing on the DIP financing
and cash use on May 4, 2012, at 2:00 p.m. (Eastern Time).

The DIP loan matures on the earliest to occur of (i) May 31, 2012,
(ii) the date Borrower terminates the Line of Credit in accordance
with the Loan Agreement, as amended, (iii) the date the Lender
terminates the Line of Credit following an Event of Default in
accordance with the terms of the Loan Agreement, or (iv) emergence
from Chapter 11.

                       About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.  Formed as
B.J. Vines by its namesake, iconic fashion designer Betsey Johnson
in 1978, the Debtor sells clothing, footwear, handbags and a
signature fragrance through 63 Betsey Johnson retail stores and
outlets in the U.S.  The Company, which has 400 employees, also
sells its products in department and specialty stores worldwide,
including Macy's and Lord & Taylor, and online at
http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co counsel; Richter Consulting, Inc., as financial advisor, and
Donlin Recano & Company as claims and notice agent.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, will serve as stalking horse bidder
for the sale.  Hilco is represented by Chris L. Dickerson, Esq.,
at DLA Piper LLP (US).  Counsel for Steven Madden, Ltd., is Neil
Herman, Esq., at Morgan, Lewis & Bockius LLP.  Counsel for First
Niagara Commercial Finance, Inc., the DIP Lender, is James C. Fox,
Esq., at Ruberto, Israel & Weiner.


BICENT HOLDINGS: Files Plan for Debt Swap on Two Power Plants
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bicent Holdings LLC, the owner of two power plants in
California, submitted the formal reorganization plan this week
that was negotiated before the Chapter 11 filing on April 23.
The plan is designed to give ownership to first-lien lenders in
exchange for debt.  If the explanatory disclosure statement is
approved and there's no deviation from schedule, a confirmation
hearing for approval of the reorganization plan will take place
July 30, so the plants can emerge from bankruptcy in August.

According to the report, the plan is supported by holders of more
than two-thirds of the first- and second-lien debt, according to
the disclosure statement.  Under the Plan:

   * First lien lenders, with Barclays Bank Plc as agent, are owed
     $178.9 million.  They are to receive 95 percent of the new
     stock.  The disclosure statement has a blank where the
     percentage recovery will be inserted later.

   * Second-lien lenders, where U.S. Bank NA is agent for
     $128.5 million in debt, are to have warrants for 12.5 percent
     of the new stock.  The exercise prices for the two series of
     warrants aren't contained in the disclosure statement as yet.
     Likewise, the percentage recovery is left blank for the time
     being.

   * Holders of mezzanine debt owed $65.2 million are to receive
     nothing. Likewise, general unsecured creditors are slated for
     no recovery.

As reported by the Troubled Company Reporter, the Debtors began
negotiations with lenders for a bankruptcy filing six months ago.
The parties have agreed to the terms of a Chapter 11 plan pursuant
to a restructuring support agreement.  The Chapter 11 plan
negotiated by the parties contemplates that allowed administrative
claims, fee claims, and priority claims will be paid in full upon
the effective date of the Plan.  Holders of allowed first lien
credit facility claims will receive substantially all of the
equity of the post-emergence company.  Holders of second lien debt
will receive warrants to obtain equity so long as the class votes
to accept the Plan.

Pursuant to the RSA, the Debtors are required to seek approval of
the Disclosure Statement within the first 55 days of the Chapter
11 cases and obtain confirmation of the Plan within the first 105
days after the Petition Date.  The Plan must be consummated within
120 days of the Petition Date.

The Plan also contemplates the potential sale of the non-debtor
brush entities and their assets outside the Chapter 11 cases.

                       About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to $1
billion in debts.  The petitions were signed by Christopher L.
Ryan, chief financial officer.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BLM AIR: Lone Asset Liquidated; Seeks Case Dismissal
----------------------------------------------------
BLM Air Charter LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to dismiss its Chapter 11 case.

Howard L. Simon, Esq., at Windels Marx Lane & Mittendorf, LLP, the
attorney for the Debtor, explains that as of the Petition Date,
the Debtor primarily owned one asset, a 50% undivided tenant-in-
common interest in a private jet, which has now been liquidated
through a private sale approved by the Court.

Mr. Simon adds that the claims bar date has passed, and only two
claims have been filed -- (i) a claim by the New York State taxing
authority for approximately $14,000 and (ii) a claim by the
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC for approximately $25 million.  The Debtor has no
objection to either claim.

The funds currently in the Debtor's bank account are sufficient to
satisfy the New York State claim in full and to make a substantial
payment to the BLMIS trustee with the remaining proceeds, in each
case after payment of any relevant U.S. Trustee fees, Mr. Simon
informs the Court.

Mr. Simon states that with no prospects for future operation of
the Debtor and no other claims filed, neither a Chapter 11 plan
process nor conversion of the case to Chapter 7 would serve any
purpose other than increasing administrative expenses and thereby
diminishing the funds available for distribution to creditors.
Dismissal of the Debtor's case in the manner requested would be
the quickest and most economically beneficial resolution for the
estate, its creditors and the Court, says Mr. Simon.  The Trustee
overseeing the BLMIS liquidation supports the dismissal motion.

                    About BLM Air Charter LLC

New York City-based BLM Air Charter LLC has a 50% tenant-in-common
interest in an Embraer Legacy 600, Model EMB-135 BJ aircraft, and
certain related aircraft accessories.  Bernard L. Madoff
Investment Securities LLC is the 100% economic owner of BLM and is
also BLM's largest creditor. The other co-owner of the Aircraft is
BDG Aircharter, Inc.

Pursuant to a corporate care agreement entered into on May 2008,
Rolls-Royce Corporation provides repair and maintenance services
for the Aircraft's engines.  BLM Air sought Chapter 11 protection
after When Rolls-Royce threatened to terminate the Agreement
absent full payment of all amounts due.

BLM filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 09-16757) on Nov. 12, 2009.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.

The Debtor has tapped Howard L. Simon, Esq., and Regina Griffin,
Esq., at Windels Marx Lane & Mittendorf, LLP, in New York, serve
as bankruptcy counsel to the Debtor.  The Debtor filed an
application to hire J. Mesinger Corporate Jet Sales, Inc. as
aircraft broker effective Sept. 29, 2010.


BOART LONGYEAR: S&P Changes Rating Outlook to Positive
------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Salt Lake City, Utah-based Boart Longyear Ltd. (BLY) to positive
from stable.

"At the same time, we affirmed all ratings on BLY, including the
'BB-' corporate credit rating," S&P said.

"The rating affirmation and outlook revision reflects our
expectation that BLY's operating performance will continue to
benefit from relatively high metal prices over the next several
quarters, which we expect will result in a continued high level of
exploratory drilling and hence demand for BLY's products and
services," said Standard & Poor's credit analyst Megan Johnston.
"We expect this will enable the company to maintain credit metrics
at a level we would consider to be good for the rating, with debt
to EBITDA of 2x or below, and FFO to debt of above 50%."

"Under our base case scenario, we expect copper and gold prices,
which recently traded at $3.80 per pound and $1,650 per ounce,
respectively, and account for a large percentage of BLY's global
drilling service revenues, to remain relatively high in 2012
because of a combination of continued, albeit slower, growth in
Asia and increased demand from the slowly recovering U.S. economy.
We expect this to result in continued good demand for BLY's
products and services, approximately 80% of which are tied to
exploratory drilling. As a result, we think BLY's revenues and
earnings could increase at least 15% as global rig demand
continues to exceed supply, and, as a result, we expect pricing to
increase. Given these expectations, we would expect that credit
measures in 2012 and 2013 will continue to remain good for the
current rating, with debt to EBITDA about 1x and funds from
operations (FFO) to debt above 80%, and possibly more in-line with
a higher rating," S&P said.

"Still, though we acknowledge credit metrics are strong for our
'significant' financial risk assessment at this point in the
cycle, BLY's revenues are tied to the exploration and production
budgets of mining companies, which are highly correlated to metals
prices, and, thus, results can be volatile," S&P said.

"Still, even under Standard & Poor's lower base case metal prices,
which includes copper prices of $3.25 per pound for 2012 and $3.00
per pound in 2013, and a gold price of $1,300 per ounce and $1,200
per ounce for the same periods, we expect that BLY will still
maintain credit metrics in line with a significant financial risk
profile," S&P said.

"BLY is one of a few global drilling services in a fragmented
market, competing mostly against regional and local contractors.
Although its size and broad service offering allows it to offer a
complete range of drilling capabilities (which we believe gives
the company an advantage in contracting with major mining
companies), price is also a determining factor in selecting a
drilling services provider. Given the current supply and demand
characteristics in the industry, we believe prices will remain
firm in the near term. Its customers include leading global mining
companies, though no customer accounts for more than 5% of
revenues and no single contract more than 2% of revenue," S&P
said.

"The rating on BLY reflects what we consider to be the company's
'weak' business risk profile given its dependence on the commodity
mining industry and particularly high exposure to the highly
cyclical gold industry. BLY's operating performance is highly
dependent on the global minerals industry's exploration,
development, and production expenditures, which are largely
influenced by the price of gold, copper, and other base metals.
Additionally, junior miner financing availability can affect
spending in the exploration business. The company's leading
position in the contract drilling services and equipment industry,
its flexible cost structure, good credit metrics for the rating,
and 'adequate' liquidity somewhat offset these factors," S&P said.

"The rating outlook is positive, reflecting our expectations that
BLY's operating performance will continue to improve as metal
prices remain high and exploratory drilling continues. This should
allow the company to continue to maintain debt to EBITDA below 2x
and FFO to debt above 50%," S&P said.

"We could raise the corporate credit rating to 'BB' if exploratory
drilling remains strong, which would lead credit metrics to
further improve from current levels. We also expect liquidity to
remain adequate to fund working capital needs as well as increased
capital expenditures as the company continues to invest in more
efficient rigs," S&P said.

"We could revise the outlook to stable if there is a significant,
and sustained, reversal in the positive momentum in BLY's
operating results, suggesting to us that the company's leverage
would rise to and remain above 4x during our forecast period. This
could occur if mining activity declines because of a sharp drop in
metal prices, which would result in lower exploratory drilling,
and, thus, a decline in BLY's revenue and EBITDA. We could also
take such action if BLY were to adopt a more aggressive financial
policy, which could include debt-financed acquisitions," S&P said.


BUFFETS INC: Court Extends Lease Decision Period
------------------------------------------------
Buffets Restaurant Holdings Inc. and its affiliated debtors won a
90-day extension of their deadline to assume or reject unexpired
nonresidential real property leases.  The bankruptcy judge
extended the initial 120-day period through and including the
earlier of Aug. 15, 2012, or the effective date of a plan of
reorganization with respect to the Debtor-tenant's Chapter 11
case.

According to the Court's order, an objection by LVP DePaul LLC has
been resolved subject to the terms of a side letter entered into
between the Debtors and LVP, which will control in the event of
any conflict with with the terms of the court order.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


BUFFETS INC: Deadline to Cast Plan Ballots on June 4
----------------------------------------------------
Bankruptcy Judge Mary F. Walrath on Monday approved for
circulation to creditors the disclosure statement explaining the
revised Chapter 11 bankruptcy plan filed by Buffets Restaurant
Holdings Inc. and its affiliated debtors.  The Court said the
Disclosure Statement contains adequate information within the
meaning of 11 U.S.C. Sec. 1125.  The Debtors may send no later
than May 7 a solicitation package -- which includes copies of the
plan documents and a ballot -- to creditors that are entitled to
vote.  Creditors may cast a ballot no later than June 4.
Dissidents may object to confirmation of the Plan by June 4.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
Reported that the official creditors' committee is supporting the
plan now that it was revised so unsecured creditors will receive a
recovery of 6% to 9% on $44.6 million in claims.  Before the
change, unsecured creditors were to receive nothing.  To remove an
obstacle to approval of the plan at a June 13 confirmation
hearing, the plan was modified to create a trust for unsecured
creditors that will pursue lawsuits and be funded with at least $4
million.  First-lien lenders are to receive the new stock in
return for $251.8 million owing on the existing first-lien
facility.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


CAPITOL CITY: Has Deal to Sell Pref. Stock to SunTrust for $1-Mil.
------------------------------------------------------------------
Capitol City Bancshares, Inc., entered into an agreement with
SunTrust Bank to sell 10,000 shares of Series C cumulative,
nonvoting, $100 par value preferred stock for cash consideration
of $1,000,000.  No underwriting discounts or commissions are to be
paid.  The transaction is exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section 4(2)
thereof, as a transaction by an issuer not involving a public
offering.  The proceeds will be injected into the general capital
account of the Company's subsidiary bank.

In addition, Capitol City Bancshares filed with the Office of the
Secretary of State of Georgia Articles of Amendment to the
Articles of Incorporation of the Company which designates the
rights, privileges, preferences, and limitations of 40,000 shares
of Series C Preferred Stock, a portion of which are to be issued
pursuant to the Agreement.

                   About Capitol City Bancshares

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

For the year ended Dec. 31, 2011, Nichols, Cauley and Associates,
LLC, in Atlanta, Georgia, expressed substantial doubt about
Capital City Bancshares' ability to continue as a going concern.
The independent auditors noted that the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2011,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

The Company reported a net loss of $1.59 million on $8.91 million
of net interest income (before provision for loan losses) for
2011, compared with net income of $37,030 on $8.06 million of net
interest income (before provision for loan losses) for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$295.88 million in total assets, $287.68 million in total
liabilities, and stockholders' equity of $8.20 million.




CALYPTE BIOMEDICAL: Kartlos Edilashvili Elected as CFO
------------------------------------------------------
Kartlos Edilashvili, a member of Calypte Biomedical Corporation's
Board of Directors, was elected as the Chief Financial Officer and
Secretary of the Company, replacing Adel Karas, who will continue
as the Company's Chairman of the Board of Directors, President and
Chief Executive Officer.

Mr. Edilashvili will receive a salary of $1.00 per year in his
position.  Mr. Edilashvili has served as a Vice President of the
Company, currently based in Dubai, U.A.E., and previously in
Geneva, Switzerland, since August 2007.  From 2005 to 2007 he was
a Senior Technical Advisor of WAPMERR in Geneva.  Prior thereto,
he served as First Secretary for the Embassy  of Georgia in
Geneva.  Mr. Edilashvili holds an MA in finances from Tbilisi
State University in Georgia.

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.96 million
in total assets, $7.07 million in total liabilities and a $5.11
million total stockholders' deficit.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CAPITOL INFRASTRUCTURE: Meeting to Form Creditors' Panel on May 8
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 8, 2012, at 10:30 a.m. in
the bankruptcy case of Capitol Infrastructure, LLC.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Capitol Infrastructure, LLC filed a Chapter 11 petition
(Bankr. D. Del. Case No. 12-11362 on April 26, 2012 in Delaware,
David M. Fournier, Esq., at Pepper Hamilton LLP, serves as counsel
to the Debtor.  The Debtor estimated up to $10 million in assets
and up to $100 million in debts.


CHATSWORTH INDUSTRIAL: Nears Exit Plan; Disputes Dismissal Bid
--------------------------------------------------------------
Chatsworth Industrial Park, L.P. filed with the U.S. Bankruptcy
Court its opposition to the request of secured creditor CSFB 2003-
C4 Nordhoff Limited Partnership to dismiss the bankruptcy case or
convert it to Chapter 7 liquidation.

The Debtor believes it is on the verge of confirming a plan that
will pay all legitimate claims in full on the Effective Date, as
well as cure and reinstate the CSFB loan pursuant to the
provisions of the Bankruptcy Code, such that it is not in the best
interests of creditors and the estate to dismiss or convert the
case at this time.

The Debtor said the pace of this cure is in CSFB's hand, as ARI
and the Debtor are ready and willing to go.

ARI is the new entity willing to partner up with the Debtor and
provide funds to cure the CSFB loan in full pursuant to the
relevant provisions of the Bankruptcy Code, pay unsecured
creditors in full, and pay administrative claims in full, all on
the Effective Date of the Plan.

The Debtor said CSFB's motion to dismiss or convert should be
denied, or at least continued to the hearing on confirmation of
the Debtor's Plan.

CSFB's dismissal/conversion motion was reported in the March 29
edition of the Troubled Company Reporter.  CSFB argued that the
Debtor has failed to comply with the Court's cash collateral order
causing substantial harm to the Secured Creditor.

                        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.  Judge Maureen Tighe
presides over the case.  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.


CHEMTURA CORPORATION: Has $2-Mil. Reorganization Items in Q1
------------------------------------------------------------
Reorganized Chemtura Corporation disclosed in its earnings release
for the first quarter of 2012 that reorganization items, net was
$2 million in the first quarter of 2012 which was $5 million lower
than the first quarter of 2011.  "The expense in both periods
primarily comprised professional fees directly associated with the
Chapter 11 reorganization and the impact of negotiated settlements
of claims for which Bankruptcy Court approval has been obtained or
requested," Chemtura said.

A copy of the earnings release is available for free at:

                      http://is.gd/UvmWVZ

Chemtura also filed with the Securities and Exchange Commission
our quarterly report on Form 10-Q for the quarter ended March 31,
2012.

For the first quarter of 2012, Chemtura reported net sales of $708
million and net earnings attributable to Chemtura on a GAAP basis
of $22 million, or $0.22 per share.  Net earnings attributable to
Chemtura on a managed basis were $19 million, or $0.19 per share.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CINRAM INTERNATIONAL: Lenders Extend Waiver to May 30
-----------------------------------------------------
Cinram International Income Fund disclosed that its first and
second lien senior lenders have agreed to extend their waiver of
certain financial covenants, consistent with previously granted
and disclosed waivers.  These waivers have been extended to May
30, 2012 but can be terminated under certain circumstances by the
lenders on or after May 15, 2012.

                    About Cinram International

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

Standard & Poor's Ratings Services in April 2012 lowered its
ratings on Cinram International Inc., including its long-term
corporate credit rating on the company to 'CC' from 'CCC'.

"We base the downgrade on what we view as Cinram's weak liquidity
position and poor operating performance, with reported revenue and
EBITDA dropping 28% and 79% in 2011, compared with 2010, which
resulted in the company's need for waivers to its financial
covenants. Furthermore, Cinram is in discussions with a number of
counterparties concerning strategic alternatives for the business,
which we believe could lead to a debt restructuring given the
ongoing deterioration in its business. A distressed debt
restructuring would constitute an event of default under our
criteria," S&P said.


CIRCLE STAR: Closing of Wevco Purchase Pact Extended Until May
--------------------------------------------------------------
Circle Star Energy Corp. entered into a leasehold purchase
agreement with Wevco Production, Inc., on March 8, 2012, whereby
Wevco will sell to the Company all of Wevco's rights, title, and
working interest in and to certain oil and gas leases, containing
up to 64,575 net acres, more or less, situated in Gove and Trego
Counties, Kansas.  Under the Purchase Agreement, the Company will
pay to Wevco $5,000,000 on or before closing and issue 1,000,000
shares of common stock of the Company to Wevco.

On April 24, 2012, the Company entered into an amendment to the
Purchase Agreement extending the closing date from April 30, 2012,
until May 31, 2012.  The Company paid Wevco a non-refundable
$100,000 extension fee.  If the Purchase Price is paid on or
before the Closing Date then the Extension Price will be credited
towards the Purchase Price.

A copy of the amended agreement is available for free at:

                        http://is.gd/GZS4TN

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CLARE OAKS: Court Extends Plan Filing Period Until July 2
---------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the period during which the
Debtor has the exclusive right to file a plan through and
including July 2, 2012, and the period during which the Debtor has
the exclusive right to solicit acceptances of the plan through and
including Aug. 31, 2012.

As reported by the Troubled Company Reporter on April 9, 2012, the
Debtor requested the extension of the exclusive filing period and
exclusive solicitation period to provide it with the maximum
flexibility to (a) effectuate a sale of its assets or
restructuring of its business and (b) develop and propose an
orderly, efficient and cost-effective resolution of its estate.
The Debtor has been negotiating with several prospective
purchasers to obtain the best possible terms for a binding letter
of intent for the purchase of the majority of the Debtor's assets
from a potential stalking horse bidder on or prior to April 6,
2012.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CNG HOLDINGS: Moody's Rates $350MM Senior Secured Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a rating of B3 to CNG Holdings,
Inc.'s $350 million Senior Secured Notes due 2020. The Company's
Corporate Family Rating of B3 and stable outlook remain unchanged.

Ratings Rationale

The proceeds of the Notes will be used to fund a tender offer of
existing Senior Secured and Senior Subordinated Notes due 2015 as
well as to provide an additional $50 million to fund growth
opportunities. The Notes will have a lower cost and more flexible
terms than the debt that they will replace. In addition, the Notes
will significantly extend the Company's debt maturity profile.

CNG's B3 Corporate Family Rating reflects the Company's extensive
and well-established US retail network and solid underlying demand
fundamentals in key US and UK markets. Balancing these strengths
are a number of credit challenges facing CNG, including material
ongoing political, regulatory and litigation risks, particularly
in the Company's US payday lending business. CNG also has state-
level concentrations in its revenue streams.

CNG's strategy includes efforts to mitigate the risk of reliance
on US payday lending through both geographic and product
diversification. At the same time, CNG's high product and UK store
growth rates create execution risks. In Moody's view, high growth
raises the level of uncertainty regarding future asset quality and
operating performance. Furthermore, CNG's installment and title
loan products have above-average risk due to the inherently high
credit risk profile of the customer base. Additionally, the
legislative environment in the UK is not immune to changes and may
also become more hostile toward the payday lending sector.

CNG's high leverage and limited capital cushion continue to remain
indicative of a B3 rating. In addition, while the Notes issuance
significantly extends the maturity of CNG's debt, the firm's
liquidity profile is weakened by the lack of funding source
diversification and the fact that refinancing risk is concentrated
in a single year.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


CNG HOLDINGS: S&P Rates New $350-Mil. Senior Secured Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue credit
rating and '4' recovery rating to Cincinnati, Ohio-based CNG
Holdings Inc.'s proposed offering of $350 million senior secured
notes due in 2020. Standard & Poor's also said that it lowered the
issue credit rating on the untendered portion of the company's
existing senior secured notes to 'CCC+' and subsequently withdrew
that rating. In addition, Standard & Poor's affirmed its 'B'
issuer credit rating on CNG. The outlook remains stable.

"The affirmation reflects our view that CNG's leverage has been
adequate, though we expect it to increase moderately following the
completion of the proposed $350 million senior secured notes
offering," said Standard & Poor's credit analyst Igor Koyfman.
"Taking the new funding into account, we expect a debt-to-EBITDA
ratio (adjusted for operating leases) of 3.0x-3.5x in 2012, which
remains adequate for the current rating level."

"The ratings on CNG are based on the company's exposure to
regulatory and operational risk and its reliance on third parties
to fund loans in Texas. CNG's product concentration in payday
loans also limits the rating. The firm's strong earnings, the
moderate credit risk inherent in payday lending, the favorable
consumer demand for its products, and the firm's operational
advantages relative to its smaller competitors partly offset these
weaknesses," S&P said.

"The stable outlook balances the firm's strong earnings and
adequate liquidity against the operational risk of its U.K.
expansion plans," said Mr. Koyfman. "As the implications of new
regulation in the U.S. become clearer, we could raise the rating
if the company can expand its overseas business while maintaining
adequate profitability and leverage. We could lower the rating if
the firm's debt to EBITDA rises to more than 5.0x or if its EBITDA
interest coverage falls to less than 2.0x because of a decline in
cash flow, an increase in debt, or material adverse legal and
regulatory actions."


COLLECTIVE BRANDS: Moody's Reviews 'B1' CFR/PDR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Collective Brands
under review for possible downgrade. LGD assessments are subject
to change.

The following ratings were placed under review for possible
downgrade:

Corporate Family Rating -- B1

Probability of Default Rating -- B1

$484 million senior secured term loan due 2014 -- B1

$125 million senior subordinated notes due 2013 -- B3

Ratings Rationale

The review for possible downgrade reflects the company's
announcement that it has entered into a definitive agreement to be
acquired by a consortium comprised of Wolverine Worldwide, Blum
Capital Partners and Golden Gate Capital. Collective will be
acquired in a transaction valued at approximately $2.0 billion
including the assumption of debt. The transaction is subject to
customary closing conditions, including approval of Collective
Brands shareholders. The transaction is expected to close late in
the third quarter or early in the fourth quarter of the current
calendar year.

Moody's review will focus on the expected treatment of
Collective's debt holders as well as the continued performance of
the company. The existing term loan and notes have change of
control provisions, and it is anticipated that this transaction
will trigger the change of control provisions. To a lesser degree
the review reflects the company's continued negative trends in
operating performance, notably at its Payless ShoeSource division;
the company reported a consolidated operating loss (after
adjustments) in its most recent fiscal quarter.

Headquartered in Topeka, KS, at the end of 2011, there were 4,303
Payless stores, owned or franchised, in 34 countries and
territories.. The company also markets footwear through wholesale
and retail channels under brands including Stride Rite, Saucony,
Sperry Top-Sider, Keds and Robeez. LTM revenues are approximately
$3.5 billion.

The principal methodology used in rating Collective Brands was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


COMARCO INC: Incurs $5.3 Million Net Loss in Fiscal 2012
--------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.31 million on $8.07 million of revenue for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million on
$28.95 million of revenue during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $3.92 million
in total assets, $5.26 million in total liabilities, and a
$1.34 million total stockholders' deficit.

After auditing the fiscal 2012 results, Squar, Milner, Peterson,
Miranda & Williamson, LLP, in Newport Beach, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses and negative cashflow from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to raise additional funds.

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.


COMVERGE INC: Asks Shareholders to Approve H.I.G. Capital Deal
---------------------------------------------------------------
Comverge, Inc. issued an open letter to its stockholders from the
Comverge Board of Directors, a copy of which is available free at:
http://is.gd/EzEJ2U

The Company said in the letter, "We, the Board of Directors of
Comverge, Inc., urge you to approve the transaction with Peak
Merger Corp. and Peak Holding Corp, each of which is an affiliate
of H.I.G. Capital, LLC, by tendering your shares into the offer.
The Board believes the transaction with H.I.G. Capital's
affiliates, which we refer to herein as the "H.I.G. Capital
transaction," continues to be in the best interest of Comverge's
stockholders."

Comverge said that since the fall of 2010, it has actively sought
additional capital financing necessary to support the execution of
the Company's business plan and has explored a variety of
financing alternatives and strategic alternatives.

After considering alternatives, the entire Comverge Board has
approved the definitive merger agreement with Peak Merger Corp.
and Peak Holding Corp.

The H.I.G. Capital transaction has provided Comverge with
immediate capital to fund ongoing operations while also providing
immediate liquidity to stockholders at an 18% premium to the 30
day average closing price preceding the execution of the Merger
Agreement.  If the transaction with H.I.G. Capital is not
consummated, Comverge believes it would be necessary to raise in
excess of $40 million of new capital to replace the current debt
structure and allow for sufficient liquidity to operate the
business in the normal course.  Comverge does not believe that it
would be able to raise the necessary capital in time to fund
continuing operations, which would place existing stockholder
investment in the Company significantly at risk.

                       About Comverge, Inc.

Norcross, Georgia-based Comverge, Inc., is a provider of
intelligent energy management, or IEM, solutions that empower
utilities, commercial and industrial customers, and residential
consumers to use energy in a more effective and efficient manner.

After auditing Comverge's 2011 results, PricewaterhouseCoopers
LLP, in Atlanta, Georgia, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the combination of the expected operating
performance, the amount of cash flow that is expected from
operations, debt that is due in 2012, and the restrictive debt
covenants with which the Company may not comply, raises
substantial doubt about the Company's ability to continue as a
going concern.

The Company reported a net loss of $12.8 million on $136.4 million
of revenues for 2011, compared with a net loss of $31.3 million on
$119.4 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$105.4 million in total assets, $68.4 million in total
liabilities, and stockholders' equity of $37.0 million.


COMMUNITY MEMORIAL: Sale Cues Medical Center to Resume Operations
-----------------------------------------------------------------
The Associated Press reports that the sale of the recently closed
Cheboygan Memorial Hospital was expected to take place May 1,
2012, clearing the way for the northern Michigan medical center to
resume operations.

The report notes hearings on April 30, 2012, in U.S. Bankruptcy
Court in Bay City removed impediments to the sale of the hospital
to Flint-based McLaren Health Care Corp.  The sale was slated to
close May 2.

According to AP, the hearings before Judge Daniel Opperman dealt
with several parties involved in the bankruptcy case.  The planned
sale of the hospital fell through four weeks ago because of
problems in getting needed federal regulatory approval.

The report notes Julie Teicher, an attorney for McLaren, has said
the hospital might reopen in the early part of May.  Shela Khan-
Monroe, a lawyer for the Michigan Nurses Association, has said
mid-May is more realistic.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


CONDOR DEVELOPMENT: Case Reassigned to Karen A. Overstreet
----------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington has ruled, at the behest of Condor
Development, LLC, that the case be reassigned to Judge Karen A.
Overstreet, and that his involvement in the case be terminated.

The Debtor operates Seatac-based hotel Comfort Inn Suites.
General operations, staffing, payroll, bills, and utilities, among
other things, are paid through Seattle Group Limited, the Debtor's
sister company.  The properties were originally acquired as two
legal properties adjacent to each other, one owned by the Debtor,
and the other property owned by Seattle Group.  "For whatever
reason, the acquisition of the properties was separated such that
the Comfort Inn & Suites, even though one business entity, was
essentially split in two because of the legal description of the
property," Larry B. Feinstein, Esq., at Vortman & Feinstein, the
attorney for the Debtor, stated.

The Debtor does not conduct any business, does not operate and is
merely a title holder to one of the two parcels.  Seattle Group is
the operating entity that actually operates the Comfort Inn &
Suites.  "It would be most efficient to administer these Chapter
11 proceedings before the same judge.  Accordingly, it is
requested the court enter an order consolidating these proceedings
for administrative purposes under Seattle Group Ltd., the earlier
filed case (and the main operating entity)," Mr. Feinstein said.
The Seattle Group case is assigned to Judge Karen A. Overstreet,
under Case No. 12-13263.

Judge Barreca ruled that the main obligations between the two
estates are cross-guaranteed or cross-collateralized.  He agreed
that it would be most efficient to administer the estates if they
were administratively assigned to the same judge; and Seattle
Group is the main operating business entity.  He order that this
proceeding be is hereby reassigned to Judge Karen A. Overstreet,
under Case No. 12-13263.

                    About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONDOR DEVELOPMENT: Sec. 341 Creditors Meeting Set for May 15
-------------------------------------------------------------
Robert D. Miller, the U.S. Trustee for Region 18, will convene a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Condor Development LLC on May 15, 2012, at 10:00 a.m. at
the US Courthouse, Room 4107.

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 Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONDOR DEVELOPMENT: Wants to Hire Larry B. Feinstein as Counsel
---------------------------------------------------------------
Condor Development, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Larry B. Feinstein, Esq., at Vortman & Feinstein, as the primary
attorney involved in the Chapter 11 case.

Mr. Feinstein will be paid $395 per hour to, among other things,
negotiate with creditors concerning a Chapter 11 plan, prepare a
Chapter 11 plan and disclosure statement and related documents,
and take the steps necessary to confirm and implement the proposed
plan of liquidation.

To the best of the Debtor's knowledge, Mr. Feinstein is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Court will hold a hearing on May 4, 2012, 9:30 a.m., on the
Debtor's application.

                    About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONTRACT RESEARCH: Paul Hastings Approved as Lead Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Contract Research Solutions Inc., et al., to employ Paul Hastings
LLP as Chapter 11 counsel under a general retainer.

As reported in the Troubled Company Reporter on April 5, 2012, CRS
has been a client of Paul Hastings since 2006.  The firm has
rendered services on Cetero's behalf in connection with numerous
matters, including financing transactions, mergers and
acquisitions, and general corporate counseling.  Paul Hastings
assisted and advised Cetero in connection with the preparation
for, and commencement, of the Chapter 11 cases.

Paul Hastings will charge Cetero on an hourly basis at these
rates: $615 to $1,125 per hour for partners and counsel; $345 to
$805 for associates; and $180 to $345 for paraprofessionals.

The firm's professionals who are expected to have primary
responsibility for providing services to Cetero: Christian M.
Auty, Marc J. Carmel, Sung Ho Choi, Luc A. Despins, Louis R.
Hernandez, John D. Kang, Amit Mechta, Catherine P. Patton, William
J. Simpson, and Michelle E. Yetter.

Mr. Carmel, of counsel at Paul Hastings, disclosed that during the
one-year period pre-bankruptcy, the firm received $2,833,359 from
Cetero for services rendered and expenses incurred in representing
the Company.  Mr. Carmel also said the firm received an advance
payment to cover anticipated fees for the period through the
petition date.  He did not disclose the amount.

Mr. Carmel said the firm does not hold any adverse interest to the
estate, and is a disinterested person within the meaning of 11
U.S.C. Sec. 101(14).

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Young Conaway Approved as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Contract Research Solutions, Inc., et al., to employ Young Conaway
Stargatt & Taylor, LLP as counsel.

A reported in the Troubled Company Reporter on April 17, 2012, by
separate application, the Debtors are seeking to employ Paul
Hastings LLP to serve as their lead counsel in connection with the
Chapter 11 cases.  To avoid duplication of efforts, Paul Hastings
and Young Conaway have discussed their respective responsibilities
in connection with representation of the Debtor.

The hourly rates of Young Conaway personnel are:

         M. Blake Cleary                    $635
         Jaime Luton Chapman                $355
         Andrew L. Magaziner                $305
         Ian Bambrick                       $285
         Beth A. Gaffney, paralegal         $140

The hourly rates of other attorneys and paralegals to serve the
Debtor in connection with these matters range at:

       Attorneys                         $270 - $950
       Paralegals/Paraprofessionals       $55 - $245

Young Conaway received an initial retainer of $25,000 and other
amounts thereafter.  A portion of the retainer has been applied to
outstanding balances existing as of the Petition Date.  The
remainder will constitute a general retainer as security for
postpetition services and expenses.

To the best of the Debtors' knowledge, Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


DARA BIOSCIENCES: Has Financing, Regains Compliance With NASDAQ
---------------------------------------------------------------
DARA BioSciences, Inc. disclosed that at a closing completed on
April 26, 2012, it received $10,250,000 in gross proceeds from the
sale of Series B-2 convertible preferred stock (convertible into a
total of 10,250,000 shares of common stock) and warrants to
purchase an equal number of shares of common stock.

Dr. David J. Drutz, Chief Executive Officer, commented, "We are
pleased to have consummated this financing and to have regained
compliance with NASDAQ listing requirements.  This financing will
provide capital for the commercial launches of Soltamox(R), our
FDA-approved treatment for breast cancer, and Bionect(R), our
510(k) FDA-cleared treatment for radiation skin damage in the
oncology setting.  Funds will also be used for general corporate
purposes."

Ladenburg Thalmann & Co., Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. acted as the exclusive placement agent for
this offering.

On Nov. 17, 2011, DARA received notice from the Listing
Qualifications Staff of The NASDAQ Stock Market LLC indicating
that the Company did not satisfy the minimum stockholders' equity
requirement and that its securities were therefore subject to
delisting.  The Company appealed the Staff's determination and
appeared before a NASDAQ Listing Qualifications Panel on Jan. 19,
2012, resulting in an extension to mid-April to meet NASDAQ
listing requirements.

Subsequent to the consummation of the financing, on April 20,
2012, DARA was notified by NASDAQ that it had regained compliance
with the minimum stockholders' equity requirement for continued
listing on The NASDAQ Capital Market, as set forth in NASDAQ
Listing Rule 5550(b)(1).

                      About DARA BioSciences

DARA BioSciences, Inc. is a specialty pharmaceutical company
focused on the development and commercialization of oncology
treatment and supportive care products.  DARA holds the exclusive
U.S. marketing rights to Soltamox(R), a novel oral liquid
formulation of tamoxifen, a product used widely in the treatment
and prevention of breast cancer.  Soltamox(R) is the only FDA
approved oral liquid version of tamoxifen and fulfills a vital
clinical need for patients who cannot tolerate existing tablet
formulations of this drug. DARA plans to begin marketing
Soltamox(R) in the U.S. in the third quarter of 2012.


DELTA PETROLEUM: Robbins Umeda Has Class Action Suit
----------------------------------------------------
Shareholder rights firm Robbins Umeda LLP announces the filing of
a federal securities class action by an investor in the U.S.
District Court for the District of Colorado on behalf of
purchasers of Delta Petroleum Corporation shares between Nov. 9,
2010 and Nov. 9, 2011.

The complaint alleges that during the Class Period, defendants
issued materially false and misleading statements regarding the
Company's business, operations, and future prospects.  In
particular, the complaint alleges that defendants misrepresented
and/or failed to disclose that: (a) the Company was not adequately
reserving for its dry hole costs and impairments in violation of
Generally Accepted Accounting Principles, causing its financial
results to be materially misstated; (b) Delta Petroleum's
unproductive assets would hinder its ability to find a buyer for
itself or its assets, as the value of the Company's assets was
less than the value of its aggregate debt; and (c) the Company had
far greater exposure to liquidity concerns than it had previously
disclosed.

On Nov. 9, 2011, Delta Petroleum reported a net loss of $429.4
million, or $15.40 diluted earnings per share, for the quarter
ended Sept. 30, 2011, primarily due to costs associated with
drilling dry holes.  The Company additionally provided an update
on its strategic alternatives process, advising that the Company
had not received any offers to purchase the Company or its assets,
and as a result, Delta Petroleum would be forced to restructure
its debt or otherwise seek protection under Chapter 11 of the U.S.
Bankruptcy Code if the restructuring was unsuccessful.  On this
news, Delta Petroleum stock collapsed $1.34 per share to close at
$0.71 per share on Nov. 10, 2011, a one-day decline of 65% on
volume of nearly 4.5 million shares.

Thereafter, on December 16, 2011, Delta Petroleum announced that
it, along with its affiliates, had filed a voluntary petition for
reorganization under Chapter 11 in the U.S. Bankruptcy Court.

If you purchased or otherwise acquired Delta Petroleum during the
Class Period and wish to serve as lead plaintiff, you must move
the Court no later than June 18, 2012.  To discuss your
shareholder rights, please contact attorney Gregory E. Del Gaizo
at 800-350-6003, via e-mail at info@robbinsumeda.com, or via the
shareholder information form.

Robbins Umeda LLP -- http://www.robbinsumeda.com/-- is a
nationally recognized leader in securities litigation and
shareholder rights law.  The firm represents individual and
institutional investors in shareholder derivative and securities
class action lawsuits, and has helped its clients realize more
than $1 billion of value for themselves and the companies in which
they have invested.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DENNY'S CORP: Reports $5.9 Million Net Income in First Quarter
--------------------------------------------------------------
Denny's Corporation reported net income of $5.86 million on
$126.73 million of total operating revenue for the three months
ended March 28, 2012, compared with net income of $4.12 million on
$135.80 million of total operating revenue for the three months
ended March 30, 2011.

The Company's balance sheet at March 28, 2012, showed $336.24
million in total assets, $338.88 million in total liabilities and
a $2.64 million total shareholders' deficit.

John Miller, president and chief executive officer, stated, "We
are encouraged about our start to the year.  During the first
quarter, we achieved the highest quarterly system-wide same-store
sales increase in almost five years despite the persistently
challenging economic environment.  We remain committed to
differentiating Denny's in the market place and executing
successfully on our strategies to further reinforce our position
as America's Favorite Diner.  We will continue to work closely
with our franchisees to maintain the growth in new units, sales
and profitability, while generating additional free cash to
further strengthen our balance sheet in our efforts to increase
long-term shareholder value."

A copy of the press release is available for free at:

                        http://is.gd/9YBWmk

                    About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.

As reported by the TCR on April 20, 2012, Standard & Poor's
Ratings Services withdrew all of its ratings, including the 'B+'
corporate credit rating on Spartanburg, S.C.-based Denny's Corp.
at the company's request.  There is no rated debt outstanding.


DEWEY & LEBOEUF: Ex-Chairman Davis Hires Criminal Lawyer
--------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal's Law Blog,
reports that Steven Davis, the former chairman of Dewey & LeBoeuf,
has hired Barry Bohrer, Esq., at Morvillo, Abramowitz, Grand,
Iason, Anello & Bohrer in New York, as his criminal lawyer.

WSJ previously reported Mr. Davis was removed from Dewey's office
of the chairman and executive committee last week.  The firm also
indicated that the Manhattan district attorney's office is
investigating goings-on at Dewey, with particular focus on Mr.
Davis.

In the e-mail, which was reviewed by the Journal, he said he was
"saddened by the events of the last several days" and said all of
his "decisions as chairman were made in good faith and in the
firm's best interest."

In a statement, Mr. Bohrer told the Law Blog: "Every action of Mr.
Davis as Chair of the Firm was taken in good faith and in the best
interests of the Firm. He is confident that fair-minded
professionals will conclude that he engaged in no misconduct."

A call to Dewey was not immediately returned, WSJ says.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.

The firm is trying to stave off failure by merging with another
law firm and persuading its lenders not to push it into
liquidation.  More than 85 of the firm's 300 partners have left
since January 2012.  Prior to that, Dewey employed about 2,000
people -- roughly 1,000 lawyers in 25 offices across the globe and
the other half support staff including legal secretaries, mailroom
clerks and paralegals.

As reported by the Troubled Company Reporter on April 30, 2012,
unnamed sources familiar with the situation told The Wall Street
Journal that Greenberg Traurig LLP has called off discussions on a
possible deal with Dewey, and that Dewey is in talks with
Washington D.C.-based Patton Boggs LLP.  Sources also told WSJ
that, while official talks are over, Greenberg leaders are
continuing informal efforts to cherry-pick certain Dewey lawyers
and practice groups.

Dewey is also in talks with bank lenders to renegotiate a $100
million credit line, according to WSJ.


DIAGNOSTIC IMAGING: Moody's Withdraws 'Caa3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Diagnostic
Imaging Group, LLC (DIG) including the company's Caa3 corporate
family and probability of default ratings and the Caa3 rating on
its $110 million (face value) term loan.

The following ratings were withdrawn:

Corporate family rating;

Probability of default rating;

$110 million (face value) senior secured term loan.

Rating Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

The principal methodology used in rating Diagnostic Imaging Group,
LLC was the Global Healthcare Service Providers Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Hicksville, New York, Diagnostic Imaging Group
("DIG") is principally engaged in establishing and operating
fixed-site diagnostic imaging and radiology facilities.


DYNEGY HOLDINGS: Parent, Executives Face Class Action Suits
-----------------------------------------------------------
Two sets of purported class action lawsuits were filed against
Dynegy Inc., its chief executive officer, and chief financial
officer based on conclusions reached by the court-appointed
Chapter 11 examiner of Dynegy's affiliates.

The examiner said the company's out-of-court restructuring
last year included fraudulent transfers with actual intent to
hinder and delay creditors, Bloomberg News recalled.

The first suit, captioned Silsby v. Icahn, 12-2307 (S.D.N.Y.),
also names shareholder Carl Icahn as defendant.  According to the
lawsuit, Dynegy and the other defendants violated securities laws
by, among other things, not disclosing that the undertaking given
to Dynegy Holdings LLC in return for the transfer was worth less
than $1.25 billion, Bloomberg related.  The suit is designed to
represent buyers of Dynegy stock from September 2011, when the
out-of-court phase was completed, until March 9, 2012, when the
examiner issued his report, Bloomberg said.

The second suit, captioned Schwartz v. Dynegy Inc., 12-2455
(S.D.N.Y.), named Dynegy Inc. and its three top executives as
defendants.  The complaint is also patterned after findings in the
report by the bankruptcy examiner and is based on alleged
violations of New York and Texas fraudulent transfer law, contends
that the restructuring was designed to "hinder, delay and defraud"
creditors "for the benefit of its equity holders."

                        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.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


EASTMAN KODAK: Creditors Panel Can Hire Jefferies as Banker
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases won court approval to hire Jefferies & Company Inc. as its
investment banker.

As investment banker, Jefferies & Company is assisting and
advising the committee in analyzing any proposed restructuring or
otherwise adjusting Eastman Kodak's debt and overall capital
structure pursuant to a restructuring plan, sale of assets or
liquidation.

The firm will also advise the committee in evaluating any asset
sale proposed by Eastman Kodak, assist the committee in evaluating
the company's potential financing transactions, among other
things.

Jefferies & Company will get a monthly fee of $175,000, and a
$3.375 million fee upon consummation of a transaction.  The firm
will also be reimbursed of expenses.

Leon Szlezinger, managing director of Jefferies & Company,
disclosed in a court filing that his firm does not represent any
other entity having an adverse interest in connection with Eastman
Kodak's bankruptcy case.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Committee Wins OK for Global IP as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases obtained court approval to hire Global IP Law Group LLC as
its consultant.

The committee tapped Global IP to give advice on matters related
to Eastman Kodak Co.'s intellectual property portfolio.  The firm
will also provide additional services, which include representing
the committee in litigations concerning intellectual property.

In exchange for its consulting services, Global IP will get a
monthly fee of $50,000 and reimbursed expenses.  It will also get
a $375,000 fee upon consummation of a potential or proposed
restructuring or other adjustment of Eastman Kodak's outstanding
debt or overall capital structure pursuant to a Chapter 11 plan
of reorganization, any sale of the company's assets or
liquidation.

For its additional services, the firm will be paid based on its
standard hourly rates, which range from $650 to $750 for partners
and $250 to $400 for associates.

Global IP does not represent any other entity having an interest
adverse to the committee, Eastman Kodak or its estate, according
to a declaration filed by Steven Steger, managing partner of
Global IP.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Epiq Approved as Committee's Information Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the application
of the Official Committee of Unsecured Creditors to hire Epiq
Bankruptcy Solutions LLC as its information agent.

Epiq's job as information agent includes establishing and
maintaining a Web site that provides information about Eastman
Kodak Co., important developments in the company's bankruptcy
case, among other things.

The firm will also provide e-mail functionality to allow
unsecured creditors to send questions and comments concerning the
case, provide a confidential data room.  It will also assist the
committee in certain administrative tasks.

Under an agreement between Epiq and the committee, the firm will
get monthly payment from Eastman Kodak for fees, charges and
costs.  Epiq's pricing schedule is available without charge at:

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

Epiq does not have interest adverse to the interests of Eastman
Kodak's estates, creditors or equity security holders, according
to a declaration filed by Jennifer Meyerowitz, Epiq vice-
president and managing consultant.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: 15 Affiliates File Schedules and Statements
----------------------------------------------------------
Fifteen affiliated debtors of Eastman Kodak Co. filed with the
U.S. Bankruptcy Court in Manhattan their schedules of assets and
liabilities:

  Debtor                                Assets      Liabilities
  ------                                ------      -----------
Kodak Realty Inc.                 $1,872,333      $879,303,663
Creo Manufacturing America LLC            $0      $879,303,663
Eastman Kodak International
   Capital Company Inc.                    $0      $879,303,663
Far East Development Ltd.                 $0      $879,303,663
FPC Inc.                          $4,149,095      $879,333,442
Kodak (Near East) Inc.           $12,048,540      $880,284,444
Kodak Americas Ltd.                 $864,089      $879,303,663
Kodak Aviation Leasing LLC                $0      $879,303,663
Kodak Imaging Network Inc.       $11,130,813      $897,478,267
Kodak Philippines Ltd.           $16,054,428      $879,303,663
Kodak Portuguesa Limited            $407,030      $879,332,470
Laser-Pacific Media Corp.         $1,479,170      $879,303,663
NPEC Inc.                         $4,537,319      $880,757,786
Pakon Inc.                                $0      $879,303,663
Qualex Inc.                       $4,031,822      $915,212,899

The debtors, in their statements of financial affairs, disclosed
their gross income that was generated from the operations of
their business:

  Debtor-Affiliates       Period                       Amount
  -----------------       ------                       ------
FPC Inc.                01/01/12 to 01/31/12     $1,284,111
                         12/31/11                $11,483,842
                         12/31/10                $10,087,781

Kodak (Near East) Inc.  01/01/12 to 01/31/12     $2,358,192
                         12/31/11                $33,417,884
                         12/31/10                $40,755,398

Kodak Imaging Network   01/01/12 to 01/31/12     $5,599,999
                         12/31/11                $74,842,560
                         12/31/10                $86,635,274

Kodak Philippines Ltd.  01/01/12 to 01/31/12       $356,189
                         12/31/11                 $2,754,993
                         12/31/10                 $2,439,869

Kodak Portuguesa Ltd.   01/01/12 to 01/31/12             $0
                         12/31/11                   $923,352
                         12/31/10                 $1,545,785

Laser-Pacific Media     01/01/12 to 01/31/12             $0
                         12/31/11                         $0
                         12/31/10                 $4,598,289

NPEC Inc.               01/01/12 to 01/31/12             $0
                         12/31/11                    $75,271
                         12/31/10                         $0

Qualex Inc.             01/01/12 to 01/31/12     $1,595,026
                         12/31/11                $46,994,702
                         12/31/10                $50,513,295

The Debtors also disclosed their income that was generated other
than from the operations of their business as well as the
financial losses during the two years immediately preceding the
commencement of their bankruptcy cases:

  Debtor-Affiliates       Period                       Amount
  -----------------       ------                       ------
FPC Inc.                01/01/12 to 01/31/12         $5,320
                         12/31/11                    $88,014
                         12/31/10                    $67,728

Kodak (Near East) Inc.  01/01/12 to 01/31/12           $931
                         12/31/11                  ($162,257)
                         12/31/10                   $324,130

Kodak Americas Ltd.     01/01/12 to 01/31/12             $0
                         12/31/11                     $1,535
                         12/31/10                   $124,807

Kodak Philippines Ltd.  01/01/12 to 01/31/12        $18,767
                         12/31/11                   $218,000
                         12/31/10                   $201,656

Kodak Portuguesa Ltd.   01/01/12 to 01/31/12             $0
                         12/31/11                     $2,016
                         12/31/10                    $27,110

Laser-Pacific Media     01/01/12 to 01/31/12             $0
                         12/31/11                     $9,223
                         12/31/10                   $128,751

Within 90 days before their bankruptcy, the Debtors paid a
total of $19,149,260 to their respective creditors.

  Debtor-Affiliates                     Amount Paid
  -----------------                     -----------
FPC Inc.                                 $446,264
Kodak (Near East) Inc.                   $775,235
Kodak Imaging Network Inc.            $14,422,943
Kodak Philippines Ltd.                    $67,953
Kodak Portuguesa Ltd.                     $39,030
Qualex Inc.                            $3,397,835

FPC, Kodak Imaging, NPEC, Laser-Pacific and Qualex Inc. also
disclosed that their officers and directors were appointed
through the EK Corporate Governance body, and that any related
compensation is managed by Eastman Kodak Co.

Meanwhile, Qualex generated $1.3 million from the transfer of
certain properties to Airport Ventures LP in July 2010 and to
Worldwide Photography in August 2011.

FPC owns and maintains certain storage facilities in Burbank,
California and Rochester, New York.  Several film studios and
production companies rent space in these facilities and store
valuables including original film reels and other collectible
items, according to the court filing.

Eric Samuels, Eastman Kodak's chief accounting officer and
corporate controller, also kept or supervised the keeping of the
debtors' books of account and records within two years prior to
their bankruptcy filing.  Meanwhile, PricewaterhouseCoopers LLP
audited the books of account and records, or prepared a financial
statement of the debtors during the period.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EL CAMINO CHARTER: Court Reduces Lender's Deficiency Claim
----------------------------------------------------------
The Bankruptcy Court held that TCF Equipment Finance, Inc., which
financed El Camino Charter Lines Inc.'s acquisition of six buses
through secured loans (for 3 buses) and leases (for the 3 other
buses, has an allowed unsecured deficiency claim of $375,705
against the Debtor's bankruptcy estate, pursuant to an April 27,
2012 Memorandum Decision available at http://is.gd/skp71dfrom
Leagle.com.

The Debtor surrendered all six buses to TCF in 2011.  TCF sold all
six buses and applied the sale proceeds to the amounts due under
the secured loan and the lease.  The parties agree that the
balance due under the two contracts after application of the sale
proceeds is $386,052, including all fees and expenses.

The dispute before the Court is whether TCF sold its collateral in
a commercially reasonable manner, and if not, what damages the
Debtor suffered as a result of TCF's failure to do so.  The Court
heard the testimony of five witnesses regarding the manner in
which the buses were sold, the appraised value of the buses at the
time they were sold, and the sale price actually obtained for the
buses.

Accordingly, the Court held that TCF sold 3 buses in a
commercially reasonable manner, but did not sell the other 3 in a
commercially reasonable manner.  TCF, the Court said, would have
received $10,347 more in net proceeds had it done so.  TCF's
deficiency claim should be reduced by the $10,347 shortfall in
proceeds caused by its commercially unreasonable sale of buses.

                   About El Camino Charter Lines

El Camino Charter Lines, Inc., dba El Camino Trailways, based in
San Francisco, California, filed for Chapter 11 bankruptcy (Bankr.
N.D. Calif. Case No. 10-32053) on June 2, 2010.  Judge Thomas E.
Carlson presides over the case.  The Law Offices of Ruth Elin
Auerbach -- attorneyruth@sbcglobal.net -- serves as the Debtor's
counsel.  El Camino Charter Lines scheduled assets of $2,808,469
and debts of $3,488,714.  The petition was signed by Kumar Shah,
chief executive officer.


EL CENTRO MOTORS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
El Centro Motors filed with the Bankruptcy Court for the Southern
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
     - 1520 W. Ford Drive
       El Centro, CA 922433          Unknown
     - 412 State Street
       El Centro, CA 92243           Unknown
     - (12,000 sq. ft. lot)          Unknown
  B. Personal Property            $8,332,571
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,581,722
  E. Creditors Holding
     Unsecured Priority
     Claims                                             $0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,042,335
                                 -----------      -----------
        TOTAL                     $8,332,571      $19,624,057
                                   + unknown

A full text copy of the company's Schedules of Assets and
Liabilities is available free at:

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

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EL CENTRO MOTORS: Wins OK to Use Ford Motor's Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court has authorized El Centro Motors, dba
Mighty Auto Parts, to collect and use Ford Credit's cash
collateral.  The Debtor may use cash collateral in the ordinary
course of its business solely to pay ordinary and necessary
expenditures, determined reasonable business judgment necessary
for its continuing operation.

The Debtor has prepared a cash collateral budget and may not
exceed 15% of any line item on the budget.  In the event there is
a variance in excess of the variance limits, the variances can be
approved by Ford Credit in writing witout Bankruptcy Court
approval.

Ford Credit will be granted a post-petition security interest in
and replacement lien upon, subject only to prior non-avoidable
liens, the Debtor's assets and property.  The Replacement Lien
will serve as adequate protection for the use of the Collateral to
the extent of any diminution of the value of the Collateral.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


ELBIT VISION: Reports $1.1 Million Net Profit in 2011
-----------------------------------------------------
Elbit Vision Systems Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing net
profit of US$1.08 million on US$5.64 million of net sales in 2011,
compared with net profit of US$2.62 million on US$3.91 million of
net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed US$2.94
million in total assets, US$4.63 million in total liabilities and
a US$1.68 million shareholders' deficit.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, did not
include a "going concern" qualification in its report on the
Company's 2011 financial results.  The independent auditors
previously expressed substantial doubt about Elbit Vision Systems'
ability to continue as a going concern on the Company's 2010
annual report.  The independent auditors noted that the Company
incurred recurring losses from operations and accumulated deficit.

"We have recently launched the two most innovative products in our
company's history, with more planned in the coming year.  Our R&D
efforts are producing products today that were thought to be
impossible by most in the industry.  Along with these
technological achievements, 2011 also brought the first of what we
believe will be several MOU agreements with major manufacturers of
knitting, weaving, and nonwoven products," the Company said.

"However, arguably our cornerstone achievement for this past year
was the removal of the going concern paragraph from our financial
reports.  This achievement was a high priority for EVS, and it
validates our current strength and future outlook," concluded Mr.
Cohen.

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

                         http://is.gd/NAxd1n

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.


ELWOOD ENERGY: Moody's Cuts Senior Secured Bond Ratings to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded Elwood Energy LLC's senior
secured bond ratings to Ba2 from Ba1 and changed the outlook to
stable from negative.

Ratings Rationale

The rating action reflects Elwood's expiring power sales
agreements (PSA) and the high volatility of PJM's RTO capacity
prices. Starting in 2013, approximately five of Elwood's nine
units will rely on PJM's capacity and energy market for cash
flows. Elwood's other four units are expected to remain
contracted. Starting in 2017, all of Elwood's capacity and energy
will be subject to merchant prices.

PJM's RTO annual capacity prices has been volatile ranging from a
low of around $0.50/kw-mth to a high of $5.30/kw-mth since PJM's
capacity market was formed. Starting in 2017, Elwood's future
financial performance is driven by these historically volatile
prices, which creates uncertainty on the Project's ability to meet
scheduled debt service especially since scheduled annual debt
service increases starting in 2017 to $25 million from $18 million
in 2016. If future PJM capacity auctions return to the previous
low price of $0.50/kw-mth, Moody's estimates that the Project is
unlikely to have sufficient cash flow to cover operating costs.

That said, the Ba2 rating remains supported by strong operational
performance, good project sponsorship, Elwood's contracts on four
units through August 2016/2017 and known capacity prices that
should enable the Project to comfortably service debt through
2016. A nearly 50% drop in scheduled debt service starting in 2013
through 2016 also supports debt service coverage which is expected
to range from 1.4 times to 2.3 times over the next three years.
Moody's also notes the benefit of the jump in PJM's capacity price
to around $3.83/kw-mth for the May 2014-April 2015 period compared
to $0.84/kw-mth for the prior period. A sustained price at this
level would be positive for Elwood since Moody's estimates these
prices would allow Elwood to produce DSCRs ranging from 1.4 times
to 4.5 times through debt maturity. The improvement in the May
2014-April 2015 capacity price from less than $1.00/kw-mth in the
prior auctions is a longer term positive development for Elwood
and the Ba2 rating incorporates the assumption of stronger future
capacity prices compared to the lows reached for the May 2012-
April 2014 periods.

The stable outlook reflects the Project's stable cash flows
through 2016 based on known PJM capacity payments and PSAs, strong
operating history and expectations of 1.4 times to 2.3 times DSCR
through 2016.

The Project's rating could improve if Elwood is able to enter into
new, long term PSAs with investment grade off-takers that result
in annual DSCRs being at or above 1.3 times through debt maturity
based solely on fully contracted cash flows.

Elwood's rating could decline if PJM capacity prices drop below
$3/kw-mth on a sustained basis, if Elwood incurs operational
problems or if Exelon's rating experiences a large multinotch
downgrade. Elwood could also come under negative rating pressure
as the Project reaches closer to 2016 when the four remaining PSAs
near maturity.

Elwood Energy LLC owns a 1,409 megawatt (MW) peaking facility
consisting of nine natural gas-fired, simple cycle units of
approximately 156.5 MW, located in Elwood, Illinois, about 50
miles southwest of Chicago. Elwood sells its energy and capacity
under a power sales agreement (PSA) with Exelon Generation (ExGen:
senior unsecured-Baa1, negative) that expires at the end of 2012,
and under two PSAs with Constellation Energy Commodities Group,
Inc. (Constellation), a subsidiary of Constellation Energy Group,
Inc. (CEG: NR) that expire in 2016 and 2017. Constellation's
obligation to make payments to Elwood under the PSAs is
unconditionally guaranteed by CEG. Given CEG's merger with Exelon
Corporation (Exelon, Baa2/negative), Exelon is now the guarantor
for Constellation. Elwood is 50% owned by a subsidiary of Dominion
Resources, Inc (DRI: Baa2 senior unsecured; stable outlook) and
50% indirectly owned by J-POWER USA Generation, L.P. (J-Power
Gen), which is a 50/50 joint venture between John Hancock Life
Insurance Company and J-POWER USA Investment Co., Ltd.

The last rating action on Elwood occurred on February 2, 2011 when
Moody's affirmed Elwood's Ba1 rating and changed the outlook to
negative.

The principal methodology used in this rating was Power Generation
Projects methodology published in December 2008.


EMMIS COMMUNICATIONS: Moody's Says LMA Deal Credit Positive
-----------------------------------------------------------
Moody's Investors Service said Emmis Communications Corporation
recently announced that it entered into a Local Programming and
Marketing Agreement (LMA) with ESPN Radio to provide sports
programming and to sell advertising on New York's 98.7FM ("Kiss
FM"). The LMA ends on August 31, 2024 and Emmis securitized the
12-year LMA payment stream for an $82.5 million up front payment.
The company also agreed to sell its intellectual property rights
of KissFM to the pending owners of urban format rival WBLS-FM and
WLIB-AM for $10 million plus financial incentives based on
performance over the first three years. Combined net proceeds of
approximately $85 million will be used to repay senior secured
debt including all advances under its revolver.

This transaction is credit positive for Emmis as KissFM generated
only $1 million of EBITDA for LTM February 29, 2012. Pro forma for
the transactions, the company's debt + preferred shares-to-EBITDA
ratio improves to approximately 5.5x (including Moody's standard
adjustments) compared to approximately 7.2x pre-transactions. The
securitization of LMA revenue streams benefited from the
investment grade rating of The Walt Disney Company (A2, stable),
parent of ESPN, and Moody's notes that Emmis retains ownership of
98.7FM.

Looking forward, Emmis has offered to reduce the sale price of its
KXOS-FM station in Los Angeles to $85.5 million from the
contractual $110 million which would be paid in 2016. The station
is currently operated under a separate LMA by Grupo Radio Centro,
based in Mexico. In the event Grupo Radio Centro chooses to
acquire KXOS-FM at the earlier date, net proceeds will be used to
further repay debt. After which Moody's estimates debt+preferred
shares-to-EBITDA ratios would improve further to 4.3x. Finally, to
the extent remaining preferred shares are repurchased at a
discount or are deemed to be more equity-like, leverge could
improve further. The company is now likely to meet its 5.0x
leverage test that is required under its credit agreement for the
November 2012 reporting period. "We believe the expected
significant reduction in debt balances facilitates the refinancing
of debt facilities, and positions Emmis' ratings for an upgrade of
more than one notch. Management has stated that it is committed to
reducing leverage meaningfully to position the company for future
growth," said Carl Salas, Moody's Senior Analyst.

Prior Events

Last year, Moody's placed debt ratings of Emmis on review for
upgrade after the company announced the sale of a controlling
interest in three of its stations to Merlin Media/GTCR. Net
proceeds of $120 million were used to pay down debt. Prior to the
sale, debt+preferred shares-to-EBITDA was 11.8x (including Moody's
standard adjustments). The sale to Merlin Media/GTCR was a first
step in a series to de-lever the company and position it for a
refinancing of existing debt facilities. Subsequent to the sale of
controlling interests, Emmis raised $35 million in PIK notes from
Zell Credit Opportunities in November 2011. Proceeds were used to
redeem preferred shares at discounts of approximately 74%. Moody's
treats the company's preferred shares as 100% debt given their
debt-like characteristics. As a result of repurchases, preferred
shares outstanding including undeclared dividends in arrears have
been reduced to $58 million from $170 million improving debt-to-
EBITDA further.

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENERGY CONVERSION: Wants to Hire Deloitte as Tax Advisors
---------------------------------------------------------
Energy Conversion Devices Inc. asks for authorization from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Deloitte Tax LLP as tax service providers and tax advisors
nunc pro tunc to the Petition Date.

Deloitte Tax will:

           a. prepare the Debtors' 2010-2012 federal and state
              income tax returns; assist in calculating the
              amounts of extension payments and preparing the
              extension requests for 2011 and 2012 federal, state
              and local income tax returns; assist in calculating
              2011 and 2012 quarterly estimated tax payments, as
              needed; and assist in the electronic filing of
              federal and certain state tax returns;

           b. provide tax advisory services in connection with
              federal, foreign, state and local tax matters on an
              as needed basis.  It is anticipated these tax
              matters will include analysis of tax aspects
              associated with transactional events that occur
              during the restructuring or disposition of the
              Debtors' businesses; and

           c. provide a variety of global employer tax and tax
              administration services to the Debtors and their
              employees on international assignment for the 2011-
              2013 tax years, including global employer tax
              compliance services and administration co-sourcing
              services and general tax advisory consulting
              services.

Deloitte Tax will charge the Debtor these hourly rates:

          Partner/Principal                       $450
          Senior Manager                          $390
          Manager                                 $325
          Senior Staff/Senior Consultant          $220
          Consultant (Tax GES letter only)        $180

Deloitte Tax has acted as the Debtors' outsourced tax department
and will continue to advise the Debtors on substantially all tax
matters affecting the Debtors pursuant to the three engagement
letters between Deloitte Tax and the Debtors, two of which are
dated Feb. 13, 2012, and one of which is dated April 11, 2012.
The Tax Services are necessary for the Debtors to maximize the
value of their estates.  The Debtors have no internal tax
professionals and as noted have previously employed Deloitte Tax
for services similar to the Tax Services.

Todd Baker, a partner at Deloitte Tax, attests to the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.  Affiliate United
Solar Ovonic LLC filed a separate Chapter 11 petition on the same
day (Bankr. E.D. Mich. Case No. 12-43167).  Affiliate Solar
Integrated  Technologies, Inc., filed a petition for relief under
Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-
43169.


EVERTEC INC: S&P Rates New $170-Mil. First Lien Term Loan 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
ratings to EVERTEC LLC's proposed $170 million first-lien
incremental term loan B due 2016. "The 'B-' issue-level rating on
the company's proposed $40 million add-on unsecured notes due 2018
remains unchanged. The company intends to use the proceeds from
the new debt, along with existing cash on hand, to fund a
distribution to shareholders, including the private-equity
sponsor. We also assigned a '2' recovery rating to the incremental
term loan B, indicating our expectation for substantial (70%-90%)
recovery for lenders in the event of a payment default. The '6'
recovery rating on the unsecured notes remains unchanged after the
add-on and indicates our expectation for negligible recovery. The
issue-level and recovery ratings on the proposed facilities are
equal to the ratings on the company's existing first-lien and
unsecured debt despite the increased debt load, as we have revised
upwards our estimated projected default-level enterprise
valuation. The higher enterprise valuation reflects the company's
successfully completed transition to a fully stand-alone entity,
its improved profitability since our last analysis, and more
credit for the ownership of the ATH network asset," S&P said.

"The company is also seeking an amendment to its existing first-
lien credit agreement to reset the maximum senior secured leverage
covenant ratios. The ratio will be set at 3.85x at close through
2012, and then step down to 3.75x for 2013, to 3.65x for 2014, and
finally to 3.45x for 2015 and thereafter," S&P said.

"The pricing, security, and guarantees for the proposed debt will
be the same as that on the existing first-lien and unsecured
facilities. The new incremental term loan will not amortize, as
the existing term loan amortization has already been prepaid," S&P
said.

"Our corporate credit rating and outlook on the company are
unchanged by the additional debt. Our pro forma fiscal year ended
Dec. 31, 2011 adjusted leverage is estimated at about 5x, an
increase from just under 4x at Dec. 31, 2011. Funds from
operations (FFO) to debt will drop to the low-teens from the
mid-teens percent area. These financial metrics are still within
the bounds of our 'aggressive' financial risk profile, and we
expect them to improve moderately by the end of 2012 through
revenue and EBITDA growth, with leverage improving to the high-4x
area. We believe that the company will have at least 15% headroom
under its new leverage covenant levels, according to bank covenant
calculations, and will be able to manage the gradual step-down
schedule. We could downgrade the company if macroeconomic
conditions in Puerto Rico worsen, and/or increased competition or
weak transaction volumes lead to high customer attrition and
deteriorating operating performance, such that leverage is
sustained in excess of 5.5x. A possible upgrade is limited by the
company's private-equity ownership structure, which we believe
entails aggressive financial policies, as evident in the re-
levering of the balance sheet for the current dividend payment,"
S&P said.

"Our ratings on EVERTEC reflect its aggressive financial risk
profile and 'weak' business risk profile, which we have revised
from 'vulnerable,' given the company's successful transition to a
stand-alone company and improved profitability. However, our
business risk assessment still incorporates the company's limited
geographic and customer diversity, and its modest scale and market
share in the highly competitive global payment processing
industry. Standard & Poor's expects that significant recurring
revenues and favorable secular electronic payment trends,
especially in the Caribbean and Latin American regions, will
enable the company to maintain revenue growth and operating
performance in the near term, partially mitigating these factors,"
S&P said.

RATINGS LIST

EVERTEC Inc.
Corporate Credit Rating       B+/Stable/--

New Ratings

EVERTEC Inc.
Senior Secured
  $170 mil 1st-lien incremental
  term loan B due 2016         BB-
   Recovery Rating             2
Senior Unsecured
  $260 mil notes due 2018      B-
   Recovery Rating             6


FALCON GAS: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Falcon Gas Storage Company, Inc.
        75 Fourteenth Street, 24th Floor
        Atlanta, GA 30309

Bankruptcy Case No.: 12-11790

Chapter 11 Petition Date: April 30, 2012

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

Judge: Sean H. Lane

About Falcon Gas: Atlanta-based Falcon is an operator of natural-
                  gas storage facilities.  The list of Falcon's
                  larger creditors includes Commerzbank AG and
                  National Bank of Bahrain BSC, two members of the
                  Arcapita unsecured creditors' committee. The two
                  were listed as having claims of $164.7 million
                  and $132.3 million, respectively.

Debtors' Counsel: Michael A. Rosenthal, Esq.
                  GIBSON, DUNN & CRUTCHER LLP
                  200 Park Avenue, 47th Floor
                  New York, NY 10166
                  Tel: (212) 351-4000
                  Fax: (212) 351-4035
                  E-mail: mrosenthal@gibsondunn.com

Debtors'
Corporate
Counsel:          LINKLATERS LLP

Debtors'
International
Counsel:          TROWERS & HAMLINS LLP

Debtors'
Bahrain Counsel:  HATIM S ZU'BI & PARTNERS

Debtors
Accountant:       KPMG LLP

Debtors'
Financial
Advisor:          ROTHSCHILD INC.

Debtors'
Notice and
Claims Agent:     GCG, INC.

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Brian McCabe, secretary.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arcapita Bank B.S.C.(c)               12-11076            03/19/12
Arcapita Investment Holdings Limited  12-11077            03/19/12
Arcapita LT Holdings Limited          12-11078            03/19/12
WindTurbine Holdings Limited          12-11079            03/19/12
AEID II Holdings Limited              12-11080            03/19/12
RailInvest Holdings Limited           12-11081            03/19/12

Consolidated List of 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Central Bank of Bahrain            Bank Loan          $255,099,183
P.O. Box 27
Diplomatic Area
Manama
Kingdom of Bahrain
Mr. Ashley Freeman
ashley@cbb.gov.bh

Commerzbank Aktiengesellschaft     Bank Loan          $164,687,500
Corporates & Markets, Leveraged Finance,
Maizner Landstr. 153,
DLZ-Geb. 2, Handlerhaus, 60327
Frankfurt am Main, Germany.

National Bank of Bahrain           Bank Loan          $132,251,777
P.O. Box 106
Manama
Kingdom of Bahrain

Bahrain Bay Development B.S.C.(c)  Bank Loan          $116,637,744
P.O. Box 5092
Manama, Kingdom of Bahrain

District Cooling Capital Limited   Bank Loan          $110,673,521
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Arcsukuk (2011 - 1) Limited        Bank Loan          $100,152,777
P.O. Box 1093 GT
Queensgate House
South Church Street
George Town
Grand Cayman
Cayman Islands

Euroville Sarl (formally           Bank Loan           $88,750,000
Satinland Finance Sarl)
125 London Wall
London
EC2Y 5AJ
Tel: 020 77772000
Antoine Cadart
Antoine.Cadart@fortelus.com
Andy Low
Andy.Low@fortelus.com

Riyad Bank                         Bank Loan           $75,000,000
Financial Institutions Department
P.O. Box 22622, Riyadh 11416,
Saudi Arabia
Timothy Pope
timothy.pope@riyadbank.com

VR Global Partners LP.             Bank Loan           $74,900,000
400 Madison Avenue, 15th Floor
New York, NY 10017
United States of America
backoffice@vr-capital.com

Midtown Acquisitions LP            Bank Loan           $50,050,000
c65 East 55th Street, 19th Floor
New York, New York 10022
Davidson Kempner
ckrishanthan@dkpartners.com
jdonovan@dkpartners.com
bdasari@dkpartners.com

Thornbeam Limited                  Bank Loan           $50,118,502
#10F1, Ministry of Finance
Building, Commonwealth Drive
Jalan Kebangsan BB3910
Negara Brunei Darussalam

Perbadanan Tabung Amanah Islam     Bank Loan           $48,053,695
Brunei
Jalan Sultan, Bandar Seri Begawan
BS8811, Brunei Darussalam

Fortis Bank NA/NV                  Bank Loan           $40,094,802
Warandeberg 3
1000 Brussels
Belgium
liane.a.santenero@bnpparibasfortis.com
regine.ouyang@bnpparibasfortis.com
jules.van.rie@bnpparibasfortis.com

Overseas Fund Co. S.P.C.           Bank Loan           $40,000,000
P.O. Box 836
Sheraton Commercial Complex
Manama, Kingdom of Bahrain

Devonshire Limited                 Bank Loan           $35,000,000
Abu Dhabi Investment Council
Sheikh Hamdan Building ? Silver Tower
Abu Dhabi, United Arab Emirates
P.O. Box 61999
dbeau@adcouncil.ae
cgriffin@adcouncil.ae
pweber@adcouncil.ae
mpfeffer@adcouncil.ae
kbadawi@adcouncil.ae

Standard Bank PLC                  Bank Loan           $31,000,000
20 Gresham Street
London
EC2V 7JE
England
United Kingdom
peter.kennedy@standardbank.com
Simon.Reeves@standardbank.com
justyna.hubert@standardbank.com

BBB Holding Company II Limited     Bank Loan           $30,025,128
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Goldman Sachs Lending Partners     Bank Loan           $30,000,000
133 Fleet Street
London EC4A 2BB
julien.farre@gs.com
loandocumentation@ln.email.gs.com

Barclays Bank PLC                  Bank Loan           $30,000,000
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
allan.power@barcap.com
liam.wiltshire@barcap.com
Simon.Lindow@barclayscapital.com

Bank of America N.A.               Bank Loan           $30,000,000
2 King Edward St.
London EC1A 1HQ
United Kingdom
nick.j.reidy@baml.com
randheer.sahota@baml.com
bruce.mccormick@baml.com

CIMB Bank Berhad                   Bank Loan           $30,000,000
10th Floor Bangunan CIMB
Jalan Semantan
Damansara Heights
50490 Kuala Lumpur Malaysia
john.ng@cimb.com
graham.tench@cimb.com
Ground Floor
27 Knightsbridge
London SW1X 7YB
United Kingdom

Credit Suisse, London              Bank Loan           $30,000,000
One Cabot Square
London E14 4QJ
United Kingdom
loan.tradingdocs@creditsuisse.com
siobhan.mcgrady@creditsuisse.com
george.miloszewski@creditsuisse.com
sarah.j.ward@credit-suisse.com
karim.blasetti@credit-suisse.com
markus.niemeier@creditsuisse.com
joseph.cresce@credit-suisse.com
shamalee.vanderpoorten@creditsuisse.com
ayaz.asaf@credi-suisse.com
chingiz.mammadov@creditsuisse.com

Deutsche Bank Luxembourg S.A.      Bank Loan           $30,000,000
2, Boulevard Konrad Adenauer
L-1115 Luxemburg
Luxemburg
Banu.ozkutan@db.com
anke.budzisch@db.com
nabeel.abdulaal@db.com
peter.tracy@db.com

European Islamic                   Bank Loan           $30,000,000
Investment Bank PLC
60 Chiswell Street
London, EC1Y 4SA
England
doug.bitcon@eiib.co.uk
danie.marx@eiib.co.uk
chris.engel@eiib.co.uk
chandimal.Ekanayake@EIIB.co.uk

Malayan Banking Berhad,            Bank Loan           $30,000,000
London Branch
Maybank London
74 Coleman Street,
London EC2R 5BN
United Kingdom
raelah@maybank.uk.com
shahrul@maybank.uk.com
saleem@maybank.uk.com
credit@maybank.com.bh
mbbobu@maybank.com.bh

Mashreqbank PSC                    Bank Loan           $30,000,000
P.O. Box 1250, Dubai
Near Al Ghurair City, Deira
Tel: +9714 424 4444
NaumanF@Mashreqbank.com
FaisalL@mashreqbank.com
Sarwatt@mashreqbank.com
DalalM@mashreqbank.com
AsmaH@mashreqbank.com
godrejm@Mashreqbank.com

Royal Bank of Scotland N.V.        Bank Loan           $30,000,000
RBS NV
280 Bishopsgate
London EC2M 4RB
United Kingdom
steve.field@rbs.com
amar.gill@rbs.com
ruth.traugott@rbs.com
david.pierce@rbs.com
graham.cowe@rbs.com

The Royal Bank of Scotland PLC     Bank Loan           $30,000,000
RBS NV
280 Bishopsgate
London EC2M 4RB
United Kingdom
steve.field@rbs.com
amar.gill@rbs.com
ruth.traugott@rbs.com
david.pierce@rbs.com
graham.cowe@rbs.com

The Arab Investment Company S.A.A. Bank Loan           $30,000,000
Emad Commercial Center, 4th & 5th Floor
P.O.Box: 26630 Safat 13127
Kuwait

ING Bank N.V.                      Bank Loan           $29,000,000
ING Commercial Banking
Amsterdamse Poort Building
Bijlmerplein 888
1102 MG, Amsterdam, The
Netherlands
Richard Kirby
richard.kirby@ingbank.com
Reinoud Le Coultre
reinoud.le.coultre@ingbank.com

HSH Nordbank AG, Luxembourg Branch Bank Loan           $29,000,000
2 Rue Jean Monnet
2180 Luxembourg
Luxembourg
Tel: +352 424141-1
Mr. Bo Kolbe Nielsen Madsen
bo.kolbe.nielsen.madsen@hshra.dk
Mrs. Kerstin Tensfeldt-Biell
Kerstin.Tensfeldt-Biell@hshnordbank.com

Yayasan Sultan Haji                Bank Loan           $24,029,200
Hassanal Bolkiah
Peti Surat 1166, Bandar Seri
Begawan BS8672
Negara Brunei Darussalam

Bandtree SDN BHD                   Bank Loan           $24,029,181
Level 12, Ministry of Finance Building
Commonwealth Drive
Jalan Kebangsaan, BSB BB3910,
Brunei Darussalam

Saudi Industrial Capital I Limited Bank Loan           $21,314,389
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Fuad Al Ghanim & Sons              Bank Loan           $21,147,000
General Trading and
Contracting
P.O. Box 2118
Safat 13022, Kuwait
BAWAG P.S.K. Bank fr Arbeit
und Wirtschaft und
™sterreichische Postsparkasse,
Aktiengesellschaft, Seitzergasse 2-
4, A-1010 Vienna
Martin Leppin
martin.leppin@bawagpsk.com
Darren Capon
darren.capon@bawagpsk.com

BBK B.S.C.                         Bank Loan           $20,000,000
43 Government Avenue
Manama, Kingdom of Bahrain
P.O. Box 597
ankur.lalaji@bbkonline.com
amardeep.singh@bbkonline.com
prasenjit.mandal@bbkonline.com

Boubyan Bank K.S.C.                Bank Loan           $20,000,000
Mubarak Tower
Kuwait City, Abdullah Al Salem
St., Block 5, Building 15
Central Commercial Area, Kuwait
maljaser@bankboubyan.com
akhursheed@bankboubyan.com

Doha Bank                          Bank Loan           $20,000,000
P.O. Box 3818 Grand Hamad Street
Doha, Qatar
Mr Narayanan Kattussery Pisharath
knarayanan@dohabank.com.qa

Natixis                            Bank Loan           $20,000,000
30, avenue Pierre MendŠs-France
75013 Paris
francois.lemeur@natixis.com
lucinda.collins@uk.natixis.com
stephane.robinet@natixis.com
alexandre.baguet@natixis.com

Perbadanan Tabung Amanah Islam     Bank Loan           $19,696,798
Brunei
Jalan Sultan, Bandar Seri Begawan
BS8811, Brunei Darussalam

Tadhamon Capital B.S.C.            Bank Loan           $18,497,734
P.O. Box 75511
GBCorp Tower 12th Flr.
Bahrain Financial Harbour
Manama, Kingdom of Bahrain

Kuwait Finance House KSC           Bank Loan           $18,000,000
Aras 18, Tower Two
Etiqa Twins, 11
Jalan Pinang, 50450
Kuala Lumpur, Malaysia
raja.arni@kfh.com.my
nurulhelmy.norman@kfh.com.my
iqbal@kfh.com
Abdullah.alhadad@kfh.com

NavIndia Holding Company Limited   Bank Loan           $17,605,878
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Commerzbank Aktiengesellschaft,    Bank Loan           $17,127,500
Corporates & Markets
Leveraged Finance
Maizner Landstr. 153
DLZ-Geb. 2, Handlerhaus, 60327
Frankfurt am Main, Germany

The Governor and Company           Bank Loan           $15,000,000
of the Bank of Ireland
Bank of Ireland Corporate Banking
Lower Baggot Street, Dublin 2
adrian.behan@boi.com
jennifer.lyons@boimail.com
frank.schmitt@boimail.com
russell.williamson@boi.com
elaine.crowley@boi.com
carla.ryon@boi.com

Bank of Taiwan, Singapore Branch   Bank Loan           $15,000,000
80 Raffles Place #28-20
UOB Plaza 2
Singapore 048624
jasonlee@botsg.com
carol@botsg.com.sg

G.P. Zachariades Overseas Ltd.     Bank Loan           $13,250,000
P.O. Box 5632
Manama, Kingdom of Bahrain

Tabung Amanah Pekerja              Bank Loan           $12,424,878
Island Block Level 1
Commonwealth Drive
Jln Kebangsaan
Bandar Seri Begawan BB3910
Negara Brunei Darussalam

Islamic Development Bank           Bank Loan           $12,000,000
P.O. Box 5925
Jeddah 21432
Kingdom Of Saudi Arabia


FENTURA FINANCIAL: Ronald Justice Succeeds Donald Grill as CEO
--------------------------------------------------------------
The Boards of Directors of Fentura Financial, Inc., and The State
Bank announced the retirement of long time CEO Donald L. Grill,
and took action to name Ronald L. Justice to replace him as
President and CEO of both the bank and the holding company.  This
action completes a board approved management succession plan
initiated two years ago.

Mr. Grill joined Fentura and The State Bank as President and CEO
in 1996.  His banking career spanned 40 years and included serving
in a leadership capacity in a number of professional and public
service organizations.  Mr. Justice began his career with Fentura
and The State Bank in 1985 and previously served as President and
CEO of former Fentura subsidiaries Davison State Bank and West
Michigan Community Bank.  Prior to this appointment, he served as
President and COO of The State Bank.

                       About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$298.86 million in total assets, $284.20 million in total
liabilities, and $14.66 million in total stockholders' equity.


FIRST MARINER: Swings to $1.8 Million Net Income in First Quarter
-----------------------------------------------------------------
1st Mariner Bancorp reported net income of $1.82 million on
$11.62 million of total interest income for the three months ended
March 31, 2012, compared with a net loss of $7.31 million on
$12.18 million of total interest income for the same period during
the prior year.

The Company reported a net loss of $30.24 million in 2011, a net
loss of $46.58 million in 2010, and a net loss of $22.28 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$1.17 billion in total assets, $1.20 billion in total liabilities,
and a $22.97 million total stockholders' deficit.

Mark A. Keidel, 1st Mariner's interim Chief Executive Officer,
said, "We are encouraged by the progress we have made in improving
our operating results.  Overall economic conditions in our market
have improved as unemployment levels eased and values of homes and
commercial properties appear to have stabilized.  As a result, we
are seeing more customers keeping up with their loan payments and
we have been able to resolve more of our non-performing assets.
Additionally, we experienced strong revenues from mortgage banking
activities and experienced substantial increases in both
refinancing volume and loans to purchase homes, while the
continuation of low market interest rates has reduced deposit
costs and increased our net interest margin.  Lastly, we continue
to make progress in reducing our controllable non-interest
expenses."

A copy of the earnings release is available for free at:

                        http://is.gd/5gLkjM

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                        Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


GAMETECH INT'L: Kevin Painter Resigns as President and CEO
----------------------------------------------------------
Kevin Y. Painter notified GameTech International, Inc., of his
resignation as the Company's the President and Chief Executive
Officer, as a member of the Board of Directors of the Company, and
from any other positions held by Mr. Painter relating to the
Company.  Mr. Painter's resignation as to all positions is
effective as of April 27, 2012.  Mr. Painter's resignation was due
to personal reasons and not as a result of any disagreement with
the Company regarding the Company's operations, policies or
practices.

The Company may retain Mr. Painter as a consultant to assist with
strategic initiatives and other transitional matters relating to
the Company, however, the scope and terms of this proposed
consulting arrangement have yet to be determined.

The Company's Board of Directors has not yet appointed a
succeeding President, Chief Executive Officer, or Chairman.  As a
result of Mr. Painter's resignation, the size of the Company's
Board of Directors has been reduced to three directors.

                   About Gametech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International disclosed net income of $858,000 on
$8.25 million of net revenues for the 13-week period ended Jan.
29, 2012, compared with a net loss of $288,000 on $10.10 million
of net revenues for the 13-week period ended Jan. 30, 2011.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

The Company's balance sheet at Jan. 29, 2012, showed
$27.22 million in total assets, $22.88 million in total
liabilities, all current, and $4.34 million in stockholders'
equity.

Piercy Bowler Taylor & Kern expressed substantial doubt about the
Company's ability to continue as a going concern following the
fiscal 2011 financial results.  All of the Company's debt
(approximately $23.4 million at Oct. 30, 2011) is classified as
current.  The independent auditors noted that there is significant
uncertainty as to whether the Company will be able to satisfy all
conditions necessary to extend the maturity of those obligations.


GENERAL MARITIME: To Face Few Foes on Plan Approval
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp. has a confirmation hearing
May 3 where there will be little opposition to approval of the
Chapter 11 plan.

According to the report, among unsecured claims, 97% voted in
favor of the plan, and three of the four objections came from
shareholders who receive nothing.

Mr. Rochelle relates that a confirmation fight was averted by a
settlement that garnered support from the official committee of
unsecured creditors.  Their recovery was increased to 5.41%,
compared with a maximum of 1.88% under the prior version of the
plan.  Unsecured creditors share $6 million cash, 2% of the new
stock, and warrants for another 3%.

Affiliates of Oaktree Capital Management LP will invest $175
million while converting secured debt into 98% of the new equity.

The $300 million in 12% senior unsecured notes due 2017 last
traded on April 26 for 2.75 cents on the dollar according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                           *     *     *

Dow Jones Newswires reports that General Maritime shot down minor
objections to its bankruptcy-exit plan.  According to Dow Jones,
in a filing with the U.S. Bankruptcy Court, General Maritime said
separate objections to the proposal by a holder of the company's
senior notes and a group of its shareholders should each be
denied.  In response to a statement by senior noteholder Donald C.
Marro that the company's latest plan wasn't proposed in good
faith, General Maritime lawyers said, "Mr. Marro does not cite a
single case or statute in support of his objection, nor does he
present any basis for his proposed modifications to the plan,
other than the fact that the modifications are more favorable to
unsecured creditors."  In his objection, Mr. Marro -- who says he
holds $50,000 in the senior notes -- had said among other things
that the company has "no competent leadership."

Dow Jones also relates that, in response to equity holders'
objection that they should be getting recovery in the case,
General Maritime noted that even unsecured creditors are only
getting a fraction of what they are owed.  "There is simply
insufficient value in the Debtors' Estates for such a
distribution," the report quotes the company's lawyers as saying.

According to Dow Jones, the fact that the only objections to
General Maritime's latest proposal are from small creditors like
Marro and the shareholders is a minor miracle, considering where
the case was earlier this year.  Up until late March, Dow Jones
recounts, a disgruntled group of unsecured creditors had railed
against the plan, which at that time would have allowed them to
recover only between 0.75% and 1.88% of what they were owed.  But
General Maritime tweaked the Oaktree deal so those creditors would
recover more than 5% of what they are owed.

The report relates, at a February hearing, unsecured creditors had
objected to myriad issues with the proposal, including a provision
that called for Oaktree to get 100% of a reorganized General
Maritime's equity.  That version of the proposal would have paid
unsecured creditors $6 million, including participation in a
$61.25 million rights offering, as well as warrants to purchase up
to 2.5% more of the equity.

The rights offering was scrapped and unsecured creditors,
including a key group that owns more than $310 million in notes,
will get 2% of the reorganized General Maritime's equity and
warrants to purchase up to 3% more of the equity, in addition to
the $6 million in cash, Dow Jones notes.

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENERAL MOTORS: EPA Claim for Pollution at Lake Onondaga Settled
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trust for creditors of old General Motors Corp.
settled environmental claims related to a plant that GM operated
for four decades near Onondaga Lake in upstate New York.  The
Superfund site was polluted with polychlorinated biphenyls, the
U.S. Attorney in Manhattan said.  To satisfy federal environmental
regulators' claims at the site, the Environmental Protection
Administration will have an approved unsecured claim for
$39.2 million.  New York State regulators will have their own
claim for $860,000.  Both claims will be paid with stock and
warrants in new GM.  The government says the claims won't pay for
the cleanup in full.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GETTY PETROLEUM: Almost All Getty Realty Leases Rejected
--------------------------------------------------------
Getty Realty Corp. disclosed that, consistent with the
expectations outlined in the Stipulation and Order approved by the
U.S. Bankruptcy Court for the Southern District of New York on
April 2, 2012, GRC's Master Lease with Getty Petroleum Marketing,
Inc. was rejected by Marketing effective April 30, 2012, pursuant
to an order of the Bankruptcy Court.  This rejection affects all
but one of the 788 properties Getty Realty had leased to
Marketing.  As a result of this action, Getty Realty is
repossessing its portfolio of properties immediately.

David B. Driscoll, President and Chief Executive Officer of the
Company commented, "We are pleased to be able to regain full
control of this portfolio in accordance with our expectations and
the public statements we made in March.  It is our intention to
continue the repositioning process that we started at the
beginning of the year.  While we understand it will take time to
complete, the pace is already accelerating, evidenced by interim
supply arrangements and new long-term triple-net leases with
distributors, along with our ongoing process of selling non-core
assets.  Certainly, there is much work that still needs to be
done, but our team is committed to substantially completing this
process in the coming quarters."

Getty also announced that on or about May 1, 2012 it had:

   -- Entered into long-term triple-net leases comprising 282
locations with affiliates of Lehigh Gas, Chestnut Petroleum
Distributors, Ramoco Fuels and Sam's Food Stores, as well as
adding properties to an existing lease with MWS Enterprises
(Arrowmart).  The properties are located in New England, Southern
New Jersey, Southeastern and Central Pennsylvania and upstate New
York (Buffalo) and are anticipated to generate approximately $17
million of annual triple-net GAAP revenue.

   -- Entered into an interim fuel supply and services agreement
with Global Partners, LP to provide gasoline supply and certain
oversight services with respect to approximately 254 locations
located in the New York City metro area and New Jersey.  Getty
will receive monthly payments from gas station operators who
occupy these properties under separate license agreements, while
remaining responsible for certain costs including maintenance and
taxes.  Under its agreement with Global, Global will supply fuel
to the licensee locations and will pay Getty a fee based on
gallons sold.

   -- Entered into a variety of other fuel supply, direct leases
and licenses for the remaining properties, excluding properties
being marketed for sale.

   -- Sold five properties during the months of March and April
for approximately $1.5 million.

In select locations, Getty and its new distributor tenants are
encountering reluctance by former subtenants (or sub-subtenants)
of Marketing to enter into temporary licenses or new sublease
agreements offered to them.  As a result, Getty and its new
distributor tenants may experience temporary disruptions in the
collection of rent receipts from these locations.  Getty intends
to directly or, as to locations subject of new leases, together
with its new distributor tenants, pursue the dispossession process
to the fullest extent permitted by law.

                         About Getty Realty

Getty Realty Corp. is the leading publicly-traded real estate
investment trust in the United States specializing in ownership
and leasing of convenience store/gas station properties and
petroleum distribution terminals. The Company owns and leases
approximately 1,145 properties nationwide.

                        About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, as the bar
date for governmental entities.


GIBRALTAR KENTUCKY: Can Hire Talarchyk Merrill as Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted Gibraltar Kentucky Development, LLC, authorization to
employ Talarchyk Merrill, LLC, as bankruptcy counsel, nunc pro
tunc to Feb. 10, 2012.

As reported by the Troubled Company Reporter on April 2, 2012,
Talarchyk Merrill's hourly rates for its professionals and para-
professionals range between $425 to $500 for partners, $150 to
$250 for associates, and $95 to $125 for legal assistants.  The
Debtor retained Talarchyk Merrill before the Petition Date to
represent it in connection with its present efforts to restructure
their businesses.

               About Gibraltar Kentucky Development

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  In its schedules, Palm Beach Gardens-
based Gibraltar Kentucky disclosed $175.4 million in total assets
and $1.19 million in total liabilities.  It says that it is not a
small business debtor under 11 U.S.C. Sec. 101(51D).  Documents
attached to the petition indicate that McCaugh Energy LLC owns
42.15% of the "fee simple" securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.


GRANITE DELLS: Hiring Cohen Kennedy Firm as Litigation Counsel
--------------------------------------------------------------
Granite Dells Ranch Holdings asks the U.S. Bankruptcy Court for
authority to employ Ronald Jay Cohen and the Cohen Kennedy Dowd &
Quigley law firm as special counsel to evaluate and prosecute
litigation against Robert Swanson, Jason Gisi, Michael Fann,
Arizona ECO Development, LLC -- Acquiring Insiders -- and
potentially other related insiders of the Debtor for breach of
fiduciary duty, equitable subordination, and other causes of
action arising from the Acquiring Insiders' actions to convert
Debtor's principal asset and usurp Debtor's corporate
opportunities.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The CKDQ Firm requires a $50,000 retainer prior to initiation of
the engagement.  No amounts will be paid to the CKDQ Firm without
Bankruptcy Court approval after application, notice and
opportunity for a hearing.  There are no outstanding unpaid fees
or unreimbursed expenses owed to the CKDQ Firm.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2,219,134 in assets and $156,687,828 in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells Ranch
Holdings LLC an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.


GRANITE DELLS: Court OKs Gregory W. Huber as Real Estate Counsel
----------------------------------------------------------------
Granite Dells Ranch Holdings LLC sought and obtained approval from
the U.S. Bankruptcy Court to employ Gregory W. Huber, P.C., as
special real estate counsel.

The firm, among other things, will:

   (i) close of prior real estate and related transactions,
  (ii) title issues, and
(iii) easement issues.

The proposed compensation of GWH charges are $195 to $250 per hour
for attorneys, $75 to $125 per hour for paralegals and all
applicable disbursements.  The fees are fair and reasonable and
within the range that other attorneys, in the area, charge for
similar work.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2,219,134 in assets and $156,687,828 in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells Ranch
Holdings LLC an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.


GREEN PLANET: Porter Capital to Provide $240 Million in Funding
---------------------------------------------------------------
Green Planet Group, Inc., has completed the first step of funding
for its Pump Storage Project.

Porter Capital Corporation of Birmingham, AL, agreed to provide
the funds to establish a security deposit which will trigger two
additional large investments culminating in a total investment of
$240 million.  These investments represent approximately twenty
percent of the total estimated cost of $1.2 billion to complete
the construction of this renewable energy, hydroelectric 800
megawatt power plant.

Green Planet wishes to publicly thank Ron Williamson, Executive
Vice President, Salvatore Trupiano, Chief Operating Officer and
Senior Vice President and Tonia Daniel, Vice President of
Operations of Porter Capital for working with the Company to
complete this first round of funding.  Porter Capital has provided
Lumea Staffing, a wholly owned subsidiary of Green Planet, a
revolving line of credit of up to $5 million for the past three
years.  The total amount funded by Porter through this period
exceeds $120 million.  For additional information about Porter
please contact Salvatore Trupiano at 205-397-4074.

Edmond L. Lonergan, President/CEO stated, "As most of our
shareholders know the Company has navigated through numerous
problems and is now on the verge of becoming a very successful,
green technology company.  None of this would have been possible
without Porter Capital's help and ongoing support."  Lonergan
continued, "I am more convinced than ever, that Green Planet will
grow and become a profitable and successful company."

                        About Green Planet

Scottsdale, Ariz.-based Green Planet Group, Inc., is a specialty
energy conservation chemical company that produces and supplies
technologies to the global transportation, industrial and consumer
markets.  These technologies include gasoline, oil and diesel
additives for engines and other transportation-related fluids and
industrial lubricants.  The Company also operates an industrial
staffing and employment business by providing employees to the
light industrial, medical, aviation maintenance and IT industries
on a national basis.

The Company's balance sheet at Sept. 30, 2011, showed
$3.9 million in total assets, $21.0 million in total
liabilities, and a stockholders' deficit of $17.1 million.

As reported in the TCR on July 21, 2011, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., said that Green Planet Group's significant
operating losses and negative working capital raise substantial
doubt about its ability to continue as a going concern.

Green Planet reported a net loss of $15.4 million for the fiscal
year ended March 31, 2011, following a net loss of $15.7 million
for fiscal 2010.  For the six months ended Sept. 30, 2011, the
Company has net income of $15.9 million on $15.4 million of sales.


H & M OIL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: H & M Oil & Gas, LLC, a Texas Corporation
        1519 Main Street
        Dallas, TX 75201

Bankruptcy Case No.: 12-32785

Affiliate that simultaneously filed Chapter 11 petition:

        Debtor                                  Case No.
        ------                                  --------
Anglo-American Petroleum Corporation            12-32786

Chapter 11 Petition Date: April 30, 2012

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

Judge: Barbara J. Houser

About the Debtors: Dallas, Texas-based Anglo-American Petroleum
                   Corporation --
                   http://www.angloamericanpetroleum.com/-- is
                   the holding corporation for H&M Oil & Gas LLC,
                   an oil and gas production and development
                   company headquartered in Dallas, TX.  H&M,
                   through its operating company, H&M Resources,
                   LLC is currently focused on developing its
                  leases in the permian basin and Texas panhandle.

Debtors' Counsel: Keith William Harvey, Esq.
                  ANDERSON TOBIN PLLC
                  13355 Noel Road, Suite 1900
                  Dallas, TX 75240
                  Tel: (972) 789-1160
                  Fax: (214) 241-3970
                  E-mail: harvey@keithharveylaw.com


Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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

The petitions were signed by Leon A. Greenblatt, director and
manager.


HAMPTON ROADS: To Sell Wilmington Branch Deposits to 1st Bancorp
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, has entered into a definitive
agreement with First Bancorp of Troy, North Carolina, whereby
First Bancorp, the holding company for First Bank and First Bank
of Virginia, will purchase deposits and certain loans associated
with the Gateway Bank & Trust Co. branch located at 901 Military
Cutoff Road in Wilmington, North Carolina.  First Bancorp plans to
transfer the acquired accounts to its branch located at 1701
Eastwood Road in Wilmington, but customers will be able to
transact business at any First Bancorp branch, including five
branches in Wilmington.  Following the completion of this
transaction, the Company plans to close the Military Cutoff Road
branch.

While the Company will no longer maintain a branch in Wilmington,
it will continue to offer mortgage services in this market through
its subsidiary, Gateway Bank Mortgage.

The sale is expected to be completed in the third quarter of 2012,
subject to regulatory approvals and customary closing conditions.
The terms of the transaction were not disclosed.

The Company was advised by Sandler O'Neill & Partners, L.P., on
this transaction.

                   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 reported a net loss of $98 million on $100.79 million
in interest income for the year ended Dec. 31, 2011, compared with
a net loss of $210.35 million on $122.19 million in interest
income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.16 billion
in total assets, $2.05 billion in total liabilities, and
$113.66 million in total shareholders' equity.


HAMPTON ROADS: To Sell Preston Corners and Chapel Hill Branches
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that BHR has entered
into a definitive agreement with Bank of North Carolina, a
subsidiary of BNC Bancorp whereby Bank of North Carolina will
purchase all deposits associated with the Gateway Bank & Trust Co.
branches located at 4725 SW Cary Parkway in Cary, NC, and 504
Meadowmont Village Circle in Chapel Hill, NC.  Under the terms of
the agreement, Bank of North Carolina will also acquire the land,
building and furniture, fixtures and equipment associated with the
Preston Corners Branch and will assume the Company's lease for the
Chapel Hill Branch.  Bank of North Carolina intends to continue to
operate these branches.  The sale is expected to be completed in
the third quarter of 2012, subject to regulatory approvals and
customary closing conditions.

Separately, the Company announced that it plans to consolidate two
Gateway Bank & Trust Co. branches in Raleigh, North Carolina,
effective July 27, 2012.  The branch located at 8470 Falls of
Neuse Road will be closed and all accounts will be transferred to
the branch located at 2235 Gateway Access Point.  The Company's
mortgage subsidiary, Gateway Bank Mortgage, which serves the
Company's regions and other parts of the Southeast, will continue
to be headquartered at the Lake Boone office.

Douglas J. Glenn, President and Chief Executive Officer, said, "As
part of our ongoing plan to improve the Company's operating
efficiency and return to profitability, we have decided to exit
certain North Carolina markets and focus our operations in the
state on the Northeastern North Carolina, Outer Banks and Raleigh
markets.  In Raleigh, we will focus on serving the borrowing needs
of small businesses, particularly in the Lake Boone area."

Donna W. Richards, President - Virginia/North Carolina for BHR,
said, "We appreciate the support and business of our customers
over the years in the Preston Corners and Chapel Hill markets  and
will make every effort to ensure that the consolidation of our
Raleigh offices is seamless."

The Company was advised by Sandler O'Neill & Partners, L.P. on the
transaction with Bank of North Carolina.

A copy of the Purchase and Assumption Agreement is available for
free at http://is.gd/zQIHOq

                   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 reported a net loss of $98 million on $100.79 million
in interest income for the year ended Dec. 31, 2011, compared with
a net loss of $210.35 million on $122.19 million in interest
income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.16 billion
in total assets, $2.05 billion in total liabilities and
$113.66 million in total shareholders' equity.


HARLAND CLARKE: Moody's Rates Term Loan 'B1', Affirms 'B2' CFR
--------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD-3, 39%) rating to
Harland Clarke Holdings Corp.'s proposed Extended Term Loan B
which extends a portion of the existing $1.7 billion term loan due
2014. The extended term loan would receive increased debt
amortization of 10% annually (instead of 1% for the non extended
term loan), a higher interest rate, as well as a 30% repayment
from the proceeds of a future senior secured bond issue. The
restricted payments test is expected to be tightened slightly from
its current terms. The remaining portion of the existing Term Loan
B facility and $100 million Revolver will be unchanged along with
the company's floating rate notes due 2015 ($204 million
outstanding) and 9.5% senior notes also due 2015 ($271 million
outstanding). Harland's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) were also affirmed at B2 and
the Speculative Grade Liquidity Rating (SGL) remains SGL-2. The
outlook also remains Stable.

A summary of the company's ratings actions are listed below:

Issuer: Harland Clarke Holdings Corp.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2

  New Extended Sr. Secured Term Loan B, Assigned B1 (LGD-3, 39%)

  Existing Sr. Secured Term Loan B due 2014, Affirmed B1 (LGD-3,
  point estimate lowered to 39% from 40%)

  $100 million Senior Secured Revolver due June 2013, Affirmed B1
  (LGD-3, point estimate lowered to 39% from 40%)

  Gtd. Floating Rate Senior Notes due 2015 ($207 million
  outstanding), Affirmed Caa1 (LGD-6, lowered to 90% from 91%)

  9.5% Gtd. Global Notes due 2015 ($271 million outstanding),
  Affirmed Caa1 (LGD-6, lowered to 90% from 91%)

  Outlook remains stable.

Ratings Rationale

Harland Clarke's B2 Corporate Family rating ("CFR") reflects
Moody's ongoing concern that the secular decline in check writing
will continue and potentially accelerate over time. The ratings
also reflect the company's high leverage of 5.2x (including
Moody's standard adjustments), weakness in its Scantron segment
caused by the maturity of its form products, disappointing results
at its recently acquired Global Scholar and Spectrum K12
businesses, and the history of sponsor friendly and related party
transactions. Harland Clarke has a good track record of mitigating
volume declines with customer-focused products and services that
increase average revenue per order and costs savings, but Moody's
remains concerned these efforts will not be sufficient to prevent
top line erosion by reduced check-related revenues. The company
has made several acquisitions over the years to diversify away
from its core check printing business including the Global Scholar
and Spectrum K12 acquisitions in 2011 and 2010 as well as the
March 2012 acquisition of New Faneuil, Inc for $70 million that
was owned by Ronald Perelman which also owns parent company
MacAndrews & Forbes Holdings Inc. The ratings are supported by the
company's good cash flow generation from its portfolio of
businesses, the stability of its Harland Financial Solutions
segment, and the potentially increased debt amortization
requirements as proposed in the amendment that would accelerate
debt repayment.

Liquidity is expected to remain adequate with good free cash flow
despite the higher interest expense and required debt amortization
payments. The revolver is largely undrawn but matures in June
2013.

The stable outlook reflects Moody's expectation that Harland
Clarke will continue to generate good cash flow over the next 12 -
18 months, seek to reinvest cash through acquisitions and
investments, and utilize excess cash to fund required term loan
amortization or potential modest distributions to M&F. Moody's
also expects leverage will decline slightly from current levels.

Ratings are unlikely to be upgraded in the near term until organic
revenue and EBITDA trends turn positive on a consistent basis, the
company demonstrates further diversification away from its
traditional check printing business, and leverage declines below
4.25x on a sustained basis with all near term maturities
addressed.

Ratings could be lowered if results suffer from accelerated
deterioration in price or volume in its check business, a loss of
market share, acquisitions, or distributions to the parent company
that result in debt-to-EBITDA not being sustained comfortably
below 5.75x. Deterioration in liquidity could also lead to a
downgrade.

The principal methodology used in rating Harland Clarke was the
Global Publishing Industry Methodology published in December 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of (a) check and check-related products, direct
marketing services and customized business and home office
products to financial services , retail and software providers as
well as consumers and small business (70% of total FY2011
revenue), (b) software and related services to financial
institutions (18% of total revenue) through its Financial
Solutions segment, and (c) data collection, testing products,
scanning equipment and tracking services to educational,
commercial, healthcare and government entities through its
Scantron segment (12% of total revenue). M&F Worldwide Corp.
("M&F") acquired check and related product provider Clarke
American Corp. ("Clarke American") in December 2005 for $800
million and subsequently acquired the John H. Harland Company
("Harland") in May 2007 for $1.4 billion. M&F merged Clarke
American and Harland to form Harland Clarke. Annual revenues
totaled $1.6 billion through December 2011. M&F's remaining
publicly traded shares were acquired by portfolio company,
MacAndrews & Forbes Holdings Inc on December 21, 2011.


HARLAND CLARKE: S&P Assigns 'B+' Rating to New $1-Bil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned San Antonio, Texas-
based Harland Clarke Holdings Corp.'s (HCHC) proposed $1 billion
term loan due 2017 its issue-level rating of 'B+' (the same as
S&P's 'B+' corporate credit rating on the company). The recovery
rating on this debt is '3', indicating its expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

"In addition, we affirmed our 'B+' corporate credit rating on
Harland Clarke. The rating outlook is stable," S&P said.

"The 'B+' rating on HCHC reflects Standard & Poor's expectation
that leverage will not meaningfully increase but remain high, that
check printing will remain in long-term decline, and that the
financial policy of the company's parent, private-equity investor
M&F Worldwide Corp. (MFW), will remain aggressive. The financial
policy of the company and its parent and the company's high
leverage are the principal reasons we consider HCHC's financial
risk profile 'aggressive' (based on our criteria). The company's
exposure to a secular shift from printed check usage to
alternative forms of payment underpins our assessment of the
business risk profile as 'weak'. We believe these dynamics will
result in the company's organic revenue declining at a low-single-
digit percent pace," S&P said.

"HCHC is one of the two largest U.S. check printers and derives a
significant portion of its revenue from checks and related
products. However, the number of checks consumers and businesses
write has declined steadily due to a shift to other forms of
payment such as debit cards, direct deposit, and online bill
payment. According to the Federal Reserve Payments Study, the
number of checks written fell on average 6.1% per year from 2006
to 2009. Minimally offsetting this risk is the company's increased
diversification into profitable businesses that are not facing
secular pressures, following acquisitions in recent years. The
company's financial software business, Harland Financial Solutions
(HFS), has a good operating income margin and we believe revenue
in this segment will grow at a low-single-digit percentage rate,
but contributes less than 20% of total revenue. The Scantron
segment, which provides data collection services and other
educational services, also has a good operating income margin, but
is mature and vulnerable to strains on state and local budgets,"
S&P said.

"Under our base-case scenario, we expect revenue to be flat or
increase at a low-single-digit percent rate and EBITDA to be
relatively flat 2012, reflecting ongoing volume decline in check
orders and declines at Scantron, partially offset by modest growth
in HFS, and acquisition activity. We expect the EBITDA margin to
either remain flat to modestly decrease," S&P said.


HARRISBURG, PA: Former Receiver Unkovic Hires Counsel
-----------------------------------------------------
Tara Leo Auchey, writing for Today's the Day Harrisburg, reported
last week that David Unkovic, the city of Harrisburg's former
receiver, has hired a lawyer.  According to Ms. Auchey, "this move
could be a precautionary one in case [Mr. Unkovic is] called to
the stand.  It could also be a signal to certain parties that
Unkovic has hired private counsel and is prepared."

Ms. Auchey relates Howard Bruce Klein, Esq., made an Entry of
Appearance in Commonwealth Court on April 24, 2012, representing
Mr. Unkovic.

According to Ms. Auchey, prior to the filing of the Entry of
Appearance nothing was heard from Mr. Unkovic since he resigned
March 30.

"It's been awhile since we've had a sign of Harrisburg's departed
benevolent ruler.  He has been spotted a couple of times in these
few weeks after he resigned in handwritten letter from the first-
ever Pennsylvania Office of the Receiver.  However, he gave us no
indication of what his next steps were to be," Ms. Auchey wrote.

"His silence hasn't waned the public's wonder, though.  In fact,
quite the opposite has happened.  Reporters have yearned to catch
him, to be the one that records his first words since he left the
City so abruptly that Friday morning, March 30th.  As we remember,
his resignation came just two days after he personally called
media to his office for the notable press conference where he
referred to 'the parties who are pushing.'  The press conference
where he named names of companies, lobbyists, and politicians who
he asserted were unfairly influencing the process of Harrisburg's
financial recovery.  Any one who attended that day walked away
from David Unkovic's Office of the Receiver solemnly understanding
that what Unkovic had just done was serious," Ms. Auchey
continued.

After that day, he has not spoken specifically about his departure
on any record, the article says.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HAWKER BEECHCRAFT: May File Prearranged Bankruptcy Next Week
------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
people familiar with the matter said Hawker Beechcraft Inc. is in
the final stages of preparing to file for bankruptcy protection
and hand ownership to several hedge funds.

According to the Journal's sources, Hawker has negotiated a debt-
restructuring deal with lenders and could file for a prearranged
Chapter 11 bankruptcy sometime within the next week, depending on
how quickly lawyers can put finishing touches on documents.

Hawker employs more than 7,000 people and has more than $2.3
billion in debt.  The sources told the Journal the creditors would
convert more than $2 billion of Hawker's debt to equity in a
restructured company, eliminating nearly all the debt on the
company's balance sheet.  The sources also said Centerbridge
Partners, Angelo, Gordon & Co., Sankaty Advisors LLC and Capital
Research & Management own large pieces of Hawker's $1.8 billion in
senior debt and would forgive those obligations for the bulk of
the company's new equity.

According to WSJ's sources, some of the lenders are expected to
provide Hawker with roughly $350 million of debtor-in-possession
financing that would help Hawker keep operating during bankruptcy
proceedings.  The sources cautioned the financing could be
provided by other investors.

One of the sources also told WSJ that Hawker could explore
"strategic alternatives" while in bankruptcy, including possible
sales of its business lines.  That person said if buyers emerge
for any of Hawker's assets, that could change how the company
restructures.

WSJ notes Alvarez & Marsal, law firm Kirkland & Ellis LLP and
investment bank Perella Weinberg Partners are advising Hawker on
its potential bankruptcy filing and restructuring.

                       About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion
in total assets, $3.73 billion in total liabilities and a $956.90
million total deficit.  Hawker Beechcraft reported a net loss of
$631.90 million in 2011, compared with a net loss of $304.30
million in 2010.

                        Going Concern Doubt,
                         Bankruptcy Warning

For the year ended Dec. 31, 2011, the Company's management has
concluded that there is substantial doubt about the Company's
ability to continue as a going concern.  The Company is not in
compliance with the covenants under its Senior Secured Credit
Facilities and had $300,000 for additional borrowings under its
Revolving Credit Facility.  As a result, the Company must rely on
revenues from its business to meet its payment obligations under
its debt.  The Company determined not to pay its interest
obligations under the Notes on April 2, 2012, and anticipate an
inability to pay interest on its Notes on future interest payment
dates.  The Company also said it will be required to repay or
refinance its Senior Secured Credit Facilities and the Senior
Tranche Advance prior to the repayment of the Notes and the
Company will be required to repay or refinance the Senior Notes
prior to the repayment of the Senior Subordinated Notes.

The Company is operating under a forbearance agreement with its
lenders which defers interest payment obligations and provides
relief from loan covenants through June 29, 2012.  Due to
recurring negative cash flows from operations and recurring losses
from operations, the Company said it will need to seek additional
financing.  There is substantial doubt that the Company will be
able to obtain additional equity or debt financing on favorable
terms, or at all, to have sufficient liquidity to meet its cash
requirements for the next 12 months.

The Company said it would have to consider options including sales
of assets; sales of equity; negotiations with its lenders to
restructure the applicable debt; or seek protection under chapter
11 of the U.S. Bankruptcy Code.

Hawker carries 'Caa2' corporate family and probability of default
ratings from Moody's Investors Service.


HCA HOLDINGS: 13 Directors Elected at Annual Meeting
----------------------------------------------------
At the annual meeting of stockholders of HCA Holdings, Inc., held
on April 26, 2012, a total of 406,777,516 shares of the Company's
common stock, out of a total of 438,204,071 shares of common stock
outstanding and entitled to vote, were present in person or
represented by proxies.

The stockholders elected 13 directors, namely:

   (1) Richard M. Bracken;
   (2) R. Milton Johnson;
   (3) John P. Connaughton;
   (4) Kenneth W. Freeman;
   (5) Thomas F. Frist III;
   (6) William R. Frist;
   (7) Christopher R. Gordon;
   (8) Jay O. Light;
   (9) Geoffrey G. Meyers;
  (10) Michael W. Michelson;
  (11) James C. Momtazee;
  (12) Stephen G. Pagliuca; and
  (13) Wayne J. Riley, M.D.

The stockholders ratified the selection of Ernst & Young LLP as
the Company's registered independent public accounting firm for
the year ending Dec. 31, 2012.  The stockholders adopted a non-
binding advisory resolution on the Company's executive
compensation and adopted a non-binding advisory recommendation
that the Company conduct future say-on-pay votes every year.


                          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 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at Dec. 31, 2011, showed
$26.89 billion in total assets, $33.91 billion in total
liabilities, and a $7.01 billion stockholders' deficit.

                           *     *     *

Standard & Poor's said in February 2012, "The corporate credit
rating on HCA is 'B+'; our rating outlook is stable. The rating
reflects the company's uncertain prospects for third-party
reimbursement, its highly leveraged financial risk profile, and
its historically aggressive financial policies. Debt to EBITDA is
about 4.9x. We expect low-mid single digit organic revenue growth.
Our rating also reflects our view that earnings are relatively
flat after adjusting for the recent accounting change for bad debt
and the recent boost to earnings from the government's program for
electronic health record technology.  We expect profitability to
continue to be adversely impacted by an adverse shift in service
mix to less acute medical cases, and growing reimbursement
pressure. Still, the company's relatively diversified portfolio of
163 hospitals and approximately 110 ambulatory surgery centers,
generally favorable positions in its competitive markets, and
experienced management team partially mitigate these risks and
contribute to our assessment that HCA has a 'fair' business risk
profile. These factors help protect the company from conditions
that confront several of its far smaller peers."

                          *     *     *

This concludes the Troubled Company Reporter's coverage of HCA
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


HOCHHEIM PRAIRIE: S&P Affirms 'BB' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
counterparty credit and insurer financial strength ratings on
Hochheim Prairie Farm Mutual Insurance Assoc. (HPFM) and its
wholly owned subsidiary Hochheim Prairie Casualty Insurance Co.
(HPCIC; together, the company). "We revised the outlook on both
companies to stable from negative," S&P said.

"The change in outlook reflects our view that the company's
reinsurance program for 2012 and its continued reduction of
coastal exposure through not underwriting new coastal business has
addressed the deficiency in capital levels relative to its small
capital base for potential catastrophe volatility," said Standard
& Poor's credit analyst Adrian Nusaputra. "The company's surplus
declined to $79.9 million as of Dec. 31, 2011, from $92.6 million
as of Dec. 31, 2010, due to heavy catastrophe losses, and may
continue to decline due to adverse weather events in 2012.
However, the company has fully placed an additional $60 million
reinsurance layer that will allow it to preserve its capital at a
level that supports the rating," S&P said.

"The ratings reflect the company's earnings and surplus volatility
due to frequency and severity exposure largely for catastrophe
risk in its homeowners book; limited earnings potential even
during years with little storm activity; limited market breadth in
Texas; and small capital base relative to its large catastrophe
exposure. The 2011 weather and wildfire losses and exposure to
severe hail storms in South Texas during first-quarter 2012
highlighted the company's significant exposure to catastrophe
risks. On a positive note, the company has a sustainable
competitive position with strong policyholder retentions and a
stable distribution force to withstand the volatility of its
earnings and surplus level," S&P said.

"The outlook is stable. Given the company's risk profile with
significant homeowner exposures that lead to catastrophe risk, we
expect the company's combined ratio to range between 100% and
105%. However, we also expect the company to continue to grow its
premiums through modest rate increases and continued expansion of
its agency network to other rural Texas regions. We expect the
management team to continue to expand its enterprise risk
management function and investment management oversight to improve
its overall operations and risk controls to further reduce its
earnings and capital volatility," S&P said.

"The ratings are capped due to the company's earnings volatility,
which in years without sizable catastrophe events (such as
hurricanes) could increase earnings by approximately $10 million.
But it could lose well in excess of $10 million in years with
sizable storm events," S&P said.

"If the company has additional losses in the second to fourth
quarters of 2012 that decrease capital below the rating level
(which is unexpected), we could lower the rating by one notch.
Because its current reinsurance program lasts through 2012, we
could also downgrade the company in 2013 if it cannot mitigate its
gross homeowner exposure with reinsurance to limit the net impact
to capital," S&P said.


HOLLIFIELD RANCHES: Court Denies Retroactive Hiring of Counsel
--------------------------------------------------------------
Bankruptcy Judge Jim D. Pappas denied retroactive approval of the
request of Hollifield Ranches, Inc., to employ James C. Meservy as
special counsel.  The Court had invited the Debtor to submit an
affidavit providing a satisfactory explanation for the failure to
timely request approval of Mr. Meservy's employment, as well as a
brief in support of the Application if desired.  Nothing was filed
by the Debtor, and the deadline imposed by the Court has now
passed.  Accordingly, Judge Pappas said, extraordinary
circumstances have not been shown to justify retroactive approval
of Mr. Meservy's employment.  The employment is approved as of
Feb. 9, 2012, the date the Application was filed and served.

The Debtor retained Mr. Meservy on Jan. 27, 2011, to represent it
in an action to recover unpaid balance due from Cummins Family
Produce, Inc.  Hollifield allegedly is owed money for potatoes it
sent to Cummins for processing.  Apparently, the Debtor's manager,
neither told Mr. Meservy about the pending bankruptcy case, nor
informed his bankruptcy counsel about the Debtor's intent to
retain Mr. Meservy.  A state court action by the Debtor against
Cummins was commenced by Mr. Meservy on March 4, 2011; Mr. Meservy
has continually represented the Debtor in state court since that
time, and that action is proceeding toward mediation.  During the
course of the state court litigation, the Debtor paid both Mr.
Meservy and another attorney in his office for services they
rendered in the collection action.  Those payments later came to
the attention of the U.S. Trustee, whose attorney contacted the
Debtor's bankruptcy counsel and questioned the propriety of the
payments. In this odd way, the Debtor's bankruptcy counsel finally
came to know about the pending state court litigation, and in
turn, the unfortunate Mr. Meservy became aware he was representing
a client who was a chapter 11 debtor-in-possession without having
sought or received authorization to do so from the Bankruptcy
Court.

The Debtor filed the Application, in which it seeks to employ Mr.
Meservy nunc pro tunc to Jan. 27, 2011.  The U.S. Trustee
objected.

A copy of the Court's April 26, 2012 Memorandum of Decision is
available at http://is.gd/uaKQAxfrom Leagle.com.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOSPITAL AUTHORITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hospital Authority of Charlton County
        2449 Third Street
        Folkston, GA 31537

Bankruptcy Case No.: 12-50305

Chapter 11 Petition Date: April 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Waycross)

About the Debtor: The Debtor is the hospital authority for the
                  Charlton Memorial Hospital, a 25-bed critical
                  access hospital in Folkston, Georgia.  Charlton
                  treats 67,000 patients in its emergency
                  department each year.  The hospital is/was
                  managed by St. Vincent's Health Systems, Inc.

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

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

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

The petition was signed by Harley Hickox, hospital authority
chairman.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CPSI ? E.H.R.                      Trade Debt             $681,098
P.O. Box 850309
Mobile, AL 36685

Irwin County                       --                     $392,528
710 North Irwin Avenue
Ocilla, GA 31774

MGA Health Management, Inc.        --                     $378,750
P.O. Box 1009
Douglas, GA 31534

St. Vincent's Health System, Inc.  Management Fees        $359,677
1800 Barrs Street
Jacksonville, FL 32204

Internal Revenue Service           Payroll Taxes -        $192,079
                                   Employee (Trust) Portion

Blue Cross & Blue Shield of GA     Trade Debt             $131,687

St. Vincent's Health System, Inc.  Promissory Note        $100,000

Internal Revenue Service           Payroll Taxes -         $93,427
                                   Employer Portion

Georgia Power Company              Utility Service         $92,103

Advance Rehabilitation             Trade Debt              $84,833

Cahaba GBA Inc.                    Trade Debt              $83,152

ERX Group, LLC                     Trade Debt              $80,715

Mercantile Bank                    --                      $75,519

Pharm & Consult Manage Co, LLC     --                      $57,103

CPSI                               Trade Debt              $48,044

Khadijatu E. Allen                 Trade Debt              $47,469

Irwin County                       Accrued Interest        $44,586

St. Vincent's Health System, Inc.  Interest on Loan        $39,829

Cahaba GBA Inc.                    Trade Debt              $39,503

Cahaba GBA Inc.                    Trade Debt              $39,432


HOSTESS BRANDS: KPS Capital, 2 Other P/E Firms Said to Bid
----------------------------------------------------------
Josh Kosman, writing for The New York Post, reported last week
that private-equity firm KPS Capital Partners is one of three
investor groups bidding to buy Hostess Brands out of bankruptcy.
NY Post, citing three unnamed sources, said second-round bids for
Hostess are due May 9.  The talking price is roughly $550 million.

NY Post said all the suitors are private-equity firms specializing
in buying troubled companies, although the names of the other two
bidding groups could not be learned.  Supermarket magnate Ron
Burkle, who bid for Hostess in 2008, is not in the mix, sources
said, according to the Post.

The Post said Hostess and KPS both declined to comment.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


INTERNATIONAL LEASE: Moody's Issues Summary Credit Opinion
----------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
International Lease Finance Corporation and includes certain
regulatory disclosures regarding its ratings.  The release does
not constitute any change in Moody's ratings or rating rationale
for International Lease Finance Corporation.

Moody's current ratings on International Lease Finance Corporation
are:

Senior Secured (domestic currency) ratings of Ba3

Long Term Corporate Family Ratings (domestic currency) ratings of
B1

Senior Unsecured (domestic currency) ratings of B1

Senior Unsecured MTN Program (domestic currency) ratings of (P)B1

Preferred Stock (domestic currency) ratings of B3, (hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)B1

Other Short Term (domestic currency) ratings of (P)NP

Delos Aircraft Inc.

BACKED Senior Secured Bank Credit Facility (domestic currency)
ratings of Ba3

Flying Fortress Inc.

BACKED Senior Secured Bank Credit Facility (domestic currency)
ratings of Ba3

Rating Rationale

ILFC's rating is based on its leading global franchise
positioning, manageable and relatively balanced geographic,
aircraft, and customer risk exposures and resilient operating cash
flow. The rating also recognizes the significant progress ILFC has
made in restructuring its liabilities, building liquidity and
reducing leverage since the beginning of 2010.

Contrasting this, Moody's believes that ILFC faces challenges
relating to sustaining lease margin improvements and generating
attractive returns on equity. Other credit challenges include the
monoline and cyclical nature of ILFC's business, its exposure to
aircraft residual value risks, and its reliance on confidence-
sensitive wholesale funding.

Moody's rates ILFC based on its intrinsic characteristics and do
not incorporate an assumption of support from ILFC's parent AIG
into the rating. No longer a core holding of AIG, ILFC has
strengthened its stand-alone profile and transitioned toward
greater operating and financial independence, reducing the need
for and expectation of AIG support. Moody's expects that AIG will
eventually divest ILFC.

Rating Outlook

The rating outlook is positive, reflecting Moody's expectation
that ILFC's continued efforts to realign its debt maturities with
cash flows and deleverage over the intermediate term should
further strengthen its liquidity and capital positions.

What Could Change the Rating - Up

Moody's could upgrade the ratings if ILFC: 1) sustains lease
margin improvements as economic and industry conditions recover;
2) makes further progress aligning its debt maturity profile with
operating cash flows; and 3) manages leverage (adjusted
debt/common equity) to below 2.5x while achieving and sustaining
attractive returns for its owners.

What Could Change the Rating - Down

Though a downgrade is unlikely, Moody's could downgrade ratings if
ILFC's margins and cash flow shrink unexpectedly or if its
liquidity profile weakens.

The principal methodology used in these rating was Finance Company
Global Rating Methodology published in March 2012.


JC PENNEY: Moody's Issues Summary Credit Opinion
------------------------------------------------
Moody's Investors Service issued a summary credit opinion on J.C.
Penney Corporation, Inc. ("JCP") and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
JCP.

Moody's current ratings on J.C. Penney Corporation, Inc. are:

Corporate Family Rating ratings of Ba1

Probability of Default Rating ratings of Ba1

Senior unsecured rating of Ba1 (LGD 4, 59%)

Senior unsecured MTN Program rating of (P)Ba1

Senior unsecured shelf rating of (P)Ba1

Speculative Grade Liquidity rating of SGL-1

Rating Rationale

J.C. Penney's Ba1 Corporate Family Rating reflects that it is in
the midst of implementing a strategic turnaround that Moody's
anticipates will take several years. Given the timing of certain
stages of the turnaround, notably when J.C. Penney will begin to
roll out its in-store shop strategy, Moody's believes its
operating performance will remain soft over 2012 and 2013.
However, the rating is supported by J.C. Penney's ability to
maintain very good liquidity and moderate credit metrics with debt
to EBITDA of about 3.6 times despite the soft performance.

The Ba1 Corporate Family Rating is also predicated on the belief
that J.C. Penney will maintain a conservative financial policy
during the strategic turnaround even with Vornado's and Pershing
Square's sizable equity stake. However, Moody's concern that J.C.
Penney's financial policy may shift to focus on returning value to
shareholders in the future once the strategic turnaround is
complete places limits on its rating. Also, the rating is
constrained by the secular pressures facing the department store
industry.

The stable outlook reflects Moody's expectation that J.C. Penney
will maintain good liquidity and moderate credit metrics despite
soft operating performance. The stable outlook also reflects
Moody's belief that J.C. Penney's financial policies will remain
conservative until the strategic turnaround is complete.

An upgrade would require J.C. Penney's to demonstrate the success
of its new execution strategies as evidenced by positive
comparable store sales, improving operating margins, and the
company regaining market share. In addition, an upgrade would
require comfort that J.C. Penney's financial policies will remain
balanced and prudent such that they would support it maintaining
credit metrics appropriate for an investment grade rating and good
liquidity. Quantitatively, an upgrade would require J.C. Penney's
sustaining debt to EBITDA below 3.5 times and EBITA to interest
expense above 4.0 times.

Ratings could be downgraded should J.C. Penney's operating
performance fall beyond Moody's expectations or debt increase such
that it becomes likely that debt to EBITDA would remain above 4.25
times and EBITA to interest expense would remain below 2.25 times.

The principal methodology used in rating Penney (J.C.)
Corporation, Inc. was the Global Retail Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


JEFFERSON COUNTY, AL: Can't Reorganize Without More Taxes
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a county commissioner, Jefferson County,
Alabama, can't reorganize in bankruptcy court without more taxing
authority.  The county's financial problems in part are the result
of the state Supreme Court's invalidation of a 25-year-old wage
tax that generated one-quarter of the county's revenue.  The state
legislature, which alone has power to give the county additional
taxing authority, meets only seven more days.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY, AL: Court Sets June 4 as General Claims Bar Date
------------------------------------------------------------------
Jefferson County, Alabama, sought and obtained approval from the
U.S. Bankruptcy Court for the Northern District of Alabama to
establish June 4, 2012, at 5:00 p.m., prevailing Central Time, as
the deadline for any individual or entity to file proofs of claim
against the Debtor.

The Court also set Aug. 31, at 5:00 p.m., as governmental units'
bar date.

Proofs of claim and requests for allowance of claims under 11
U.S.C. Section 503(b)(9) are to be delivered to the claims agent
by mail, hand delivery or overnight courier at these physical or
electronic mail address:

        Jefferson County Claims Processing
        c/o Kurtzman Carson Consultants LLC
        2335 Alaska Avenue
        El Segundo, CA 90245
        E-mail: JeffersonCountyClaims@kccllc.com

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KINCAID GENERATION: Moody's Cuts Rating on Sr. Sec. Bonds to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded Kincaid Generation LLC's
senior secured bonds to Ba1 from Baa3, and the outlook has been
changed to stable from negative.

Ratings Rationale

The rating action reflects the expected cash flow volatility that
Kincaid will experience after the maturity of its power purchase
agreement (PPA) with Exelon Generating (ExGen-Baa1/negative) in
February 2013. The combination of low merchant energy margins in
the current environment of low natural gas prices and the high
volatility associated with PJM's capacity prices reduces cash flow
visibility beginning in March 2013.

After the expiration of the Exelon PPA, Kincaid's expected
financial metrics will become highly sensitive to changes in
forecast assumptions, including power prices, capacity prices,
coal costs and projected dispatch levels. Based on a combination
of forward prices and assumptions which Moody's believes are
conservative, Moody's estimates Kincaid could achieve an average
debt service coverage ratio (DSCR) of approximately 1.6 times over
the next three years. Moody's notes that the forecast is highly
sensitive to assumptions. For example, if power prices were 10%
lower than Moody's assumptions, Kincaid's 3-year average DSCR
would drop to below 1 times assuming all else being equal. On the
other hand, 10% higher power prices would result in average DSCR
in excess of 2 times.

The rating action also considers the project's steadily declining
capacity factor from a high of 77% in 2008 to 53% in 2011. The low
natural gas price environment has resulted in a displacement of
coal-fired plants by more efficient gas fired plants thus
materially weakening Kincaid's historically strong competitive
position.

The project's Ba1 rating continues to reflect Kincaid's modest
leverage at around $137/kw, strong operational performance
reflected by availability consistently in the mid-90% range,
ownership by an investment grade sponsor, and approximately one
year remaining until maturity of the ExGen PPA. The relatively low
amount of debt and strong sponsor are key credit supportive
factors that should allow Kincaid to be more resilient to market
pressures than other coal fired merchant power plants rated by
Moody's. The improvement in the May 2014-April 2015 capacity price
to $3.83/kw-mth from less than $1.00/kw-mth in the prior auctions
is a longer term positive development for Kincaid and the Ba1
rating incorporates the assumption of stronger future capacity
prices compared to the lows reached for the May 2012-April 2014
periods.

The stable outlook reflects the project's strong ownership,
Moody's expectation that planned environmental capital
improvements will be completed on time and on budget, and Moody's
expectation that the Project will achieve average DSCR and
FFO/Debt of at least 1.6x and 24%, respectively, over the next
three years.

The Project's rating could improve if Kincaid is able to
successfully complete its environmental capital program and if
Kincaid is able to enter into a new, long term PPA with an
investment grade off-taker which results in annual DSCRs greater
than or equal to 1.4 times through maturity. Additionally, the
Project's rating could improve if Kincaid implements a multi-year
hedging program and merchant market conditions substantially
improve such that Kincaid is likely to achieve debt service
coverage of at least 2.5 times and FFO/Debt of at least 30% on a
sustainable basis.

Kincaid's rating could decline if Kincaid incurs operational
problems, if environmental compliance costs are higher than
expected, Kincaid's competitive position further weakens or if
debt service coverage ratios drop below 1.4 times and FFO/Debt
drop below 18% on a sustained basis.

Kincaid Generation, LLC is a Virginia limited liability company
that was formed to acquire and operate an approximately 1,108 MW
coal-fired electric generation facility located near Kincaid,
Illinois. Kincaid is a wholly-owned subsidiary of Dominion
Resources, Inc. (Dominion: senior unsecured-Baa2 /stable). Kincaid
sells its energy and capacity under a PPA with Exelon Generation
(ExGen: senior unsecured-Baa1/negative) that expires in February
2013.

The last rating action on Kincaid occurred on March 17, 2011 when
Moody's affirmed the Baa3 rating on Kincaid's senior secured
bonds, but revised the outlook to negative from stable.

The principal methodology used in this rating was Power Generation
Projects methodology published in December 2008.


LAS VEGAS MONORAIL: Fate of Second Plan Still Unclear
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the second reorganization plan proposed by Las Vegas
Monorail Co. may meet the same fate as the first.  The bankruptcy
judge in Las Vegas ended the April 30 confirmation hearing for
approval of the revised plan without saying whether he will
approve the reorganization proposal that, like the first, was
overwhelmingly supported by creditors.

Mr. Rochelel recounts that U.S. Bankruptcy Judge Bruce A. Markell
rejected the first plan in November because he concluded the
company would be unable to refinance new bonds maturing in seven
years.  The plan was amended and sent to creditors for another
vote.

According to the report, in advance of the April 30 confirmation
hearing, Judge Markell told the parties they must show how the
monorail system will have adequate resources to make capital
improvements in future years, or else he would reject the plan a
second time for failure to pass the so-called feasibility test.
The test requires proof that a company emerging from bankruptcy
won't require further reorganization.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LAS VEGAS MONORAIL: Can Hire BDO USA as Accountants & Auditors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada granted Las
Vegas Monorail Company permission to employ BDO USA, LLP, as
accountants and auditors.

As reported by the Troubled Company Reporter on April 19, 2012,
BDO will audit the Debtor's balance sheet, statement of revenue,
expenses and change in net assets and cash flows, which
collectively comprise the basic financial statements of the Debtor
as of and for the year ended Dec. 31, 2011.  BDO anticipates
completing its audit by April 30.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEHMAN BROTHERS: Barclays Resumes Fight Over $3-Bil. in Assets
--------------------------------------------------------------
Barclays Plc resumed its court fight with Lehman Brothers
Holdings Inc.'s brokerage over $3 billion in assets tied to the
bank's purchase of the company's North American business,
Bloomberg News reported.

Barclays and the Lehman brokerage made arguments at the April 20
hearing before U.S. District Judge Katherine Forrest in Manhattan,
who didn't say when she will rule in the case.

Both sides are appealing a decision issued by the U.S. Bankruptcy
Court in Manhattan that followed a 2010 trial.  In that decision,
Barclays was told to return $2 billion in margin assets to James
Giddens, the Lehman brokerage's trustee, while the latter was
ordered to give the bank at least $1.1 billion, and possibly
another $769 million.

Judge Forrest had asked the two sides whether she should treat
the final sale document as a binding contract, which both read
and understood before signing and whether Barclays should have
gotten any cash, Bloomberg reported.

The final sale document called a clarification letter allocated
the margin to Barclays in a single bracketed phrase that Mr.
Giddens claimed not to have seen.  The trustee's lawyers signed
the document and testified in court on his behalf.

The trustee's lawyer, William Maguire, Esq., at Hughes Hubbard &
Reed LLP, in New York, told the district judge that the trustee
couldn't bind Lehman to an agreement that would have an adverse
effect on the firm without review by the bankruptcy judge.

Meanwhile, Barclays' lawyer David Boies, Esq., at Boies, Schiller
& Flexner LLP, in New York, told the district judge that it was
clear that the sale "was far and away the best deal, to the
trustee and to all the people the trustee served."

"Nobody wanted to unscramble these eggs back then," Mr. Boies
said.  He further said that it was only after the markets
recovered that the trustee wanted to change the terms of the
arrangement, Bloomberg reported.

Barclays, the sole bidder for Lehman's business in the 2008
financial crisis, emerged from the trial facing far less of a
payout than sought by the trustee, who demanded about $7 billion
from the bank.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Judge Trims $8.6-Bil. Suit vs. JPMorgan
--------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court in Manhattan ordered
the dismissal of some of Lehman Brothers Holdings Inc.'s claims
asserted in its $8.6 billion against JPMorgan Chase & Co.

The suit alleges JPMorgan helped cause Lehman's bankruptcy by
demanding $8.6 billion in collateral.  JPMorgan, which served as
Lehman's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

In an April 19 decision, Judge Peck said that Lehman cannot claim
money from JPMorgan for securities transactions governed by the
U.S. bankruptcy laws' safe harbors.

"The court has concluded that the safe harbors are applicable to
all claims based on preference liability or constructively
fraudulent transfers," he said.  Judge Peck, however, ruled that
Lehman is entitled to pursue the remaining "complex and fact
driven causes of action."

"Claims subject to the safe harbors are being dismissed because
strict application of the law requires it.  Claims not subject to
the safe harbors are proceeding because informed discretion
permits it," Judge Peck further said.

JPMorgan previously said that its requests for more collateral in
the weeks before Lehman's collapse were related to repurchase
contracts and derivatives that fall under the safe harbor laws.
Lehman, however, argued that the transactions JPMorgan sought to
immunize were not protected by the safe harbor laws because they
were not settlements of securities transactions.

Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11.

Certain financial contracts like repurchase agreements, swaps and
securities settlements have long been afforded a special
exemption under bankruptcy law providing counterparties with a
safe harbor from the automatic stay, which bars creditors from
immediately seizing property for payment of a debt.

Over the past 30 years, the safe-harbor provisions have been
expanded to include other derivatives.  In 2005, these provisions
were amended to include mortgage-backed securities used to secure
repurchase agreements, overnight collateral-backed credit lines.
Prior to the 2005 amendments, only repurchase agreements backed
by U.S. Treasury securities or similar securities explicitly had
safe-harbor protection.

JPMorgan spokeswoman Jennifer Zuccarelli said in an email that
they are pleased with the ruling and will continue to fight the
remaining claims, which they believe "are likewise without
merit," Bloomberg reported.

"JPMorgan continued to support Lehman and extend credit
throughout the firm's financial distress, which was the basis for
the collateral requests at issue," Ms. Zuccarelli said.

Chip Bowles, Esq., at Bingham Greenebaum Doll LLP, in Louisville,
Kentucky, said the remaining claims, including an allegation that
JPMorgan CEO Jamie Dimon promised to return $5 billion in
collateral, are "probably the hardest things to prove."

"They're not just issues of contract but verbal agreements,"
Bloomberg quoted Mr. Bowles as saying.

The lawsuit is Lehman Brothers Holdings Inc. v. JPMorgan Chase
Bank NA, Adv. Proc. No. 10-03266 (Bankr. S.D.N.Y.).  The
testimony case is Official Committee on Unsecured Creditors of
Lehman Brothers Holdings In., 12-00098(D. D.C.).


LEHMAN BROTHERS: SEC Chief Says Collapse Still Under Probe
----------------------------------------------------------
U.S. Securities and Exchange Commission Chairman Mary Schapiro
said regulators are still investigating the collapse of Lehman
Brothers Holdings Inc., according to an April 25 report by The
Wall Street Journal.

Testifying at House Financial Services Committee oversight
hearing, Ms. Schapiro said the company's collapse is "still under
review" by enforcement and other staffers at the agency and her
agency might brief lawmakers in the future.  She declined,
however, to say whether the agency would ever be in a position to
file civil charges against the company's former executives, The
Journal reported.

SEC officials grew increasingly doubtful last year that they
could prove that Lehman violated U.S. laws by using an accounting
maneuver to move as much as $50 billion in assets off its balance
sheet, which made it appear that the company had reduced its debt
levels.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Some Claims Inadvertently Included in Schedules
----------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to deem the
schedules of liabilities filed by the company and its affiliated
debtors amended.

The move came after Lehman found out that some claims have been
included in the schedules for which its bankruptcy estate has no
liability.  The claims, the company said, have already been
satisfied or are being asserted against the wrong Lehman unit.

"It is necessary to ensure that the schedules reflect only
current outstanding liabilities in order to avoid a creditor
receiving multiple recoveries on the same claim or inadvertently
receiving a distribution from a Chapter 11 estate to which a
creditor is not entitled," said Lehman's lawyer, Robert Lemons,
Esq., at Weil Gotshal & Manges LLP, in New York.

Lehman, as plan administrator, cannot address the discrepancies
by objecting to the amount asserted in the claims since the
holders of those claims were not required to file proofs of claim
in the company's bankruptcy case, according to Mr. Lemons.

A list of the claims is available without charge at
http://bankrupt.com/misc/LBHI_AmendedScheduledClaims.pdf

A court hearing to consider Lehman's request is set for May 31,
2012.  Objections are due by May 17, 2012.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LOCATEPLUS HOLDINGS: SEC Suspends Trading of Stock Through May 11
-----------------------------------------------------------------
Beth Healy at boston.com reports that, on April 30, 2012, federal
regulators suspended trading in the stock of LocatePlus Holdings
Corp., because it has not filed quarterly reports since March
2011.

According to the report, the company, which sells records online
for investigative searches, was the subject of civil fraud charges
brought by the Securities and Exchange Commission in 2010.  The
charges involved alleged violations of antifraud, books and
records laws, and are still pending.

Under the latest order, trading -- in a limited, over-the-counter
market -- in LocatePlus shares is suspended temporarily through
May 11.  The SEC also is looking to have trading permanently
halted.

                   About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

On June 16, 2011, LocatePLUS Holdings Corporation and its
subsidiaries filed petitions under the Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 11-15791).  Harold B.
Murphy, Esq., at Murphy & King, P.C., in Boston, represents the
Debtor as counsel.  LocatePLUS Holdings estimated assets of $0 to
$50,000 and debts of $1 million to $10 million.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.


LOS ANGELES DODGERS: Emerges From Bankruptcy Reorganization
-----------------------------------------------------------
The Los Angeles Dodgers, on schedule, emerged from bankruptcy
reorganization on April 30.

The bankruptcy judge signed an order confirming the Chapter 11
Plan on April 13.  The plan is based on a $2.15 billion sale of
the baseball club and Dodger Stadium to Guggenheim Baseball
Management.

The Dodgers and (former owner) Frank McCourt unveiled the deal
with Guggenheim on March 28, 2012.  The buyers acquired the team
for $2 billion.  Mr. McCourt and certain affiliates of the
purchasers also formed a joint venture to acquire the parking lots
at Dodgers Stadium for an additional $150 million.

Members of the new ownership group include Mark Walter, chief
executive of Guggenheim Partners; Peter Guber, a Hollywood
producer and co-owner of the National Basketball Association's
Golden State Warriors; and Magic Johnson, a Hall of Fame
basketball player.

The bankruptcy began in June when the team was on the brink of
missing payroll because the commissioner of Major League Baseball
refused to approve a sale of television broadcasting rights.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimated assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: Former EVP Seeks Nearly $1MM in Back Pay
-------------------------------------------------------------
Gayle Fee and Laura Raposa with Megan Johnson, reporting for The
Boston Herald, said last week that Dr. Charles Steinberg, a former
Los Angeles Dodgers executive vice president and confidante to
ousted team owner Jamie McCourt, asserted in bankruptcy court
filings the club owes him nearly $1 million in back pay.

The Boston Herald reported that Dr. Charles Steinberg, who's now
special assistant to Boston Red Sox president Larry Lucchino, was
making $850,000 a year in 2009 when he was shown the door during
Jamie's ugly split from Dodgers' boss Frank McCourt.

The court filings state Mr. Steinberg's employment agreement
stipulated that he was to make $950,000 in 2010, $1 million in
2011 and $1.1 million in 2012.  Under the terms of his divorce
from the Dodgers, Mr. Steinberg was to be paid his salary through
2012, less any income he earned from subsequent employment.

The Boston Herald recounted that Mr. Steinberg landed a job as a
special assistant to baseball Commissioner Bud Selig in March 2010
at $400,000 a year.  In February he resigned from the
commissioner's office to return to the Red Sox, where he's making
$460,000 a year.  He first joined the Red Sox in 2002.

According to the court filings, "taking into account Steinberg's
expected salary from the Red Sox, (the Dodgers) still owe
Steinberg a total of $972,500 under the Severance and Release
Agreement."

The Herald also reported that the Dodgers argued the Bankruptcy
Code caps the amount the team owes Mr. Steinberg at $775,349.

The report also noted that Bankruptcy court Judge Kevin Gross has
held a hearing on the dispute but has yet to rule.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimated assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $78.0 million in assets and $4.70 million in
liabilities.  LA Real Estate LLC disclosed $161.8 million in
assets and $0 in liabilities.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

The Bankruptcy Court on April 13, 2012, confirmed the Second
Amended Joint Plan of reorganization for the Dodgers LLC and its
debtor-affiliates and approved the $2.15 billion sale of the
baseball club and Dodger Stadium to Guggenheim Baseball
Management.  The Second Amended Plan, filed on April 6, pays all
creditors in full, with the excess going to Mr. McCourt.

The buyers consist of partner Mark Walter of Guggenheim Partners,
former Los Angeles Lakers basketball player Magic Johnson,
longtime baseball executive Stan Kasten, Los Angeles entertainment
executive Peter Guber, and investors Bobby Patton and Todd Boehly.


LPATH INC: Files Post-Effective Amendment to Form S-1
-----------------------------------------------------
Lpath, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment to Form S-1 relating to the
offering of up to 6,691,205 shares of the Company's Class A common
stock issuable upon exercise of outstanding warrants which the
Company issued in a registered offering on March 9, 2012.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On April 20, 2012, the closing
sale price of the Company's Class A common stock on the OTC
Bulletin Board was $0.81 per share.

A copy of the prospectus is available for free at:

                         http://is.gd/gkrj3S

                          About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$17.94 million in total assets, $17.31 million in total
liabilities and $629,024 in total stockholders' equity.


MARIANA RETIREMENT FUND: Sec. 341 Creditors' Meeting on June 15
---------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports that proof of claim
against NMI Retirement Fund must be received by the bankruptcy
clerk's office by Sept. 13, 2012, for all creditors (except a
governmental unit).  No deadline was indicated in the notice for
governmental units.

According to the report, a notice of the Fund's Chapter 11
bankruptcy case, meeting of creditors, and deadlines has been
filed in the U.S. District Court for the NMI Bankruptcy Division.

The report says U.S. Bankruptcy Judge Robert J. Faris issued
Friday an order establishing procedures for the Fund's Chapter 11
case.

The report relates the notice also sets a meeting of creditors on
June 15, 2012, at 9:00 a.m. on the first floor of Horiguchi
Building on Beach Road, Garapan.  A Fund representative must be
present at the meeting to be questioned under oath by the U.S.
Trustee and by creditors.

The report adds the creditors' meeting and deadline to file a
proof of claim were among the procedures set by Judge Faris in his
order for the Fund to comply with.

                      About Northern Mariana

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


MARIANA RETIREMENT FUND: Retirees Want Inclusion as Creditor
------------------------------------------------------------
Andrew O. De Guzman at Marianas Variety reports that the
Commonwealth Retirees Association has asked a U.S. bankruptcy
judge to include the group as a creditor in the Chapter 11
bankruptcy petition submitted by the NMI Retirement Fund last
month.

According to the report, in his two-page written manifestation in
federal court, CRA Chairman Lorenzo LG. Cabrera said their group
is asking the pension agency to "consider putting off their plan."
"We contend that the trustees' plan is both untimely and
unwarranted," Mr. Cabrera said.  It was untimely "because the
amount of money the Fund has for its operation and pay pension
benefits to the retirees and other creditors is adequate for
another two years or July 2012."

This is "a timeframe that is more than adequate for the [CNMI
government] to put in place viable solutions to rectify conditions
of the Fund," the report quotes Mr. Cabrera as saying.  He said
"the Fund had ample time to have used every legal remedy to
collect on the judgment rendered by the Superior Court on June
2009."

The report notes the Commonwealth Ports Authority, for its part,
wants to be an intervener, with its attorney Robert T. Torres
submitting his notice of entry of appearance for this matter.
Attorney Bruce Jorgensen, who represents the anonymous retirees,
also filed a notice of appearance in federal court.  He partnered
with local attorney Stephen Woodruff.

The report relates Messrs. Jorgensen and Woodruff have submitted a
notice of hearing on creditors Roe's and Doe's motion to dismiss
the pension agency's bankruptcy petition.

                      About Northern Mariana

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


McCLINTOCK DAIRY: Seeks Final Decree Closing Case
-------------------------------------------------
McClintock Dairy, LLC, and the United States Trustee for Region 4
agreed to extend the time within which the U.S. Trustee may file
any objection or other responsive pleading that he may have to the
Debtor's Chapter 11 Final Report and Motion for Final Decree, but
have not agreed to extend the time within which any creditor or
any other party in interest may object to the Motion.  The parties
agreed that the U.S. Trustee may have up to and including May 4,
2012, according to the Stipulation and Consent Order signed off by
Bankruptcy Judge Paul Mannes on April 27, 2012, available at
http://is.gd/KVgwhafrom Leagle.com.

J. Michael Baggett, Esq., at McCann Garland Ridall & Burke, in
Pittsburgh, Pa. -- baggettmj@aol.com -- serves as counsel to the
Debtor, according to the Stipulation.

Based in Grantsville, Maryland, McClintock Dairy LLC and
McClintock Family Partnership filed Chapter 11 bankruptcy
petitions (Bankr. D. Md. Case Nos. 07-10077 and 07-10079) on
Jan. 3, 2007.  Judge Paul Mannes presides over the case.  William
L. Needler, Esq., in Northbrook, Illinois, and Donald Goldbloom,
Esq., in Grantsville, Maryland, served as counsel to the Debtors
when the petitions were filed.  McClintock Dairy and McClintock
Family Partnership each estimated $1 million to $100 million in
both assets and debts.


MEDIA GENERAL: Nine Directors Elected at Annual Meeting
-------------------------------------------------------
The annual meeting of Media General, Inc., was held on April 26,
2012.  At the Annual Meeting, the stockholders elected Scott D.
Anthony, Dennis J. FitzSimons, Carl S. Thigpen, J. Stewart Bryan
III, Diana F. Cantor, Marshall N. Morton, Thompson L. Rankin,
Rodney A. Smolla, Coleman Wortham III, to the Board of Directors.

The Class B stockholders voted in favor of ratifying Deloitte &
Touche LLP as the Company's independent registered public
accounting firm as of and for the fiscal year ending Dec. 30,
2012.  The Class B stockholders voted in favor of a resolution
approving the compensation paid to the Company's named executive
officers.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at March 25, 2012, showed $1.04
billion in total assets, $1.04 billion in total liabilities and
$17,000 in stockholders' equity.

                           *     *     *

As reported by the TCR on April 12, 2012, Moody's Investors
Service downgraded, among other things, Media General, Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.


METAL STORM: Delays 2011 Annual Report Due to Restructuring
-----------------------------------------------------------
According to a filing with the U.S. Securities and Exchange
Commission, recently, the time and attention of Metal Storm's
management has been consumed by a variety of significant matters
that are fundamental for the company to continue as a going
concern, including a restructuring of Metal Storm's existing
convertible debt.  For this reason, Metal Storm has not been able
to timely complete its 2011 annual report on Form 20-F without
unreasonable effort and expense.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

The Company reported a loss of A$6.03 million in 2011, compared
with a loss of A$8.93 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed A$1.08
million in total assets, A$21.07 million in total liabilities and
a A$19.99 million total deficiency.

PricewaterhouseCoopers noted that the group incurred a loss for
the year ended Dec. 31, 2011, and, as of that date, the group's
net liabilities totalled A$19,991,687.  These conditions, along
with other matters, indicate the existence of material uncertainty
that may cast significant doubt about the group's ability to
continue as a going concern and therefore the group may be unable
to realise its assets and discharge its liabilities in the normal
course of business.


MORGAN INDUSTRIES: Six Potential Buyers Line Up
-----------------------------------------------
Anthony Clark at the Gainesville Sun reports that Morgan
Industries Corporation, the parent company of Hunter Marine
Corporation, filed on April 30, 2012, for Chapter 11 bankruptcy
reorganization in the U.S. Bankruptcy Court for the District of
New Jersey.

According to the report, the Company's business shut down in
January.  Operations continue at Hunter Marine.  Hunter Marine
President John Peterson said the bankruptcy was filed to protect
Hunter Marine from the debts of the powerboat companies.  The
company is evaluating options that include a complete or partial
sale to investors, to internal reorganization.  Mr. Peterson said
the company currently has six suitors lined up.

The report relates Mr. Peterson said the company had its best year
in 40 years in 2007 and was up to 425 employees but had its worst
year just two years later as the recession hurt discretionary
income and credit dried up for consumers and dealers.  More than
100 of the 490 members of the National Marine Manufacturers
Association have gone out of business.

The report notes Hunter Marine now has 54 employees.  Mr. Peterson
said the company intends to keep the employees, who will maintain
their wages and benefits.  He said the company also intends to
bring back 20 people put on furlough in recent weeks.

The report, citing court documents, Morgan Industries has between
$10 million and $50 million in both assets and debts.

Morgan Industries Corporation is the parent company of Alachua-
based sailboat and sailing yacht manufacturer Hunter Marine and
the Luhrs Marine Group family of powerboat manufacturers based in
Millville, N.J., that made the Silverton, Ovation, Luhrs and
Mainship brands.


MORGAN INDUSTRIES: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Lead
Debtor: Morgan Industries Corporation
        54 Shrewsbury Avenue
        Red Bank, NJ 07701

Bankruptcy Case No.: 12-21156

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                              Case No.
        ------                              --------
Hunter Composite Technologies Corporation   12-21162
Hunter Marine Corporation                   12-21167
Luhrs Corporation                           12-21190
Mainship Corporation                        12-21198
Ovation Yachts Corporation                  12-21208
Salisbury 10 Acres, L.L.C                   12-21213
Salisbury 20 Acres, L.L.C.                  12-21219
Silverton Marine Corp.                      12-21221

Chapter 11 Petition Date: April 30, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

About the Debtors: The Debtors, through their trade name the Luhrs
                    Marine Group, produce and sell recreational
                    powerboats and sailboats under the iconic
                    brand names of Silverton, Ovation, Luhrs,
                    Mainship, and Hunter Marine. In 2010,
                    Silverton, Mainship and Luhrs, collectively,
                    held approximately 5.3% of the United States
                    market for fiberglass, in-board engine
                    powerboats greater than 27 feet in length.
                    Additionally, Hunter Marine was the largest
                    manufacturer of sailboats in the United
                    States, accounting for an estimated 32% of new
                    sailboat registrations in 2010, making it the
                    sixth consecutive year Hunter Marine
                    represented approximately 30% of all new
                    sailboat registrations in the United States.
                    The Debtors have a network of 90 dealers in
                    the U.S. and 80 dealers in 40 other countries.

Debtor's Counsel: Robert M. Hirsh, Esq.
                  ARENT FOX LLP
                  1675 Broadway
                  New York, NY 10019
                  Tel: (212) 457-5430
                  Fax: (212) 484-3990
                  E-mail: hirsh.robert@arentfox.com

Debtors'
Restructuring
Management and
Financial
Advisors:         CAPSTONE ADVISORY GROUP, LLC

Debtors'
Investment
Banker:           KATZ, KANE & CO., LLC

Debtors'
Claims, Noticing
and Balloting
Agent:            DONLIN, RECANO & COMPANY, INC.

Total Assets: At least $53 million as of Petition Date.

Total Liabilities: At least $80 million

The petitions were signed by John T. Peterson, treasurer.

A. Morgan Industries' List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Textron                            --                   $1,020,000
P.O. Box 9354
Minneapolis, MN 55440

McOmber & McOmber                  Services                $37,989
54 Shrewsbury Avenue
Red Bank, NJ 07701

McCarter & English, LLP            Services                $36,197
Four Gateway Center
100 Mulberrry Street
P.O. Box 652
Newark, NJ 07102

Verizon Business                   Trade Debt              $21,188

IPA Northeast, LLC                 Trade Debt              $18,071

Alpha Data Systems                 Trade Debt              $14,000

Principal Financial Group          Trade Debt               $8,100

Athey & Co.                        Services                 $2,167

Navesink                           --                       $1,988

Ceridian Benefits Services, Inc.   Insurance                $1,104

Abraham Holdings                   --                       $1,025

Reliastar Insurance Co.            Insurance                $1,017

St. Augustine Marine               --                         $239

B. Hunter Marine's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Textron                            --                   $1,020,000
P.O. Box 9354
Minneapolis, MN 55440

Zenith Insurance Company           --                     $269,919
4415 Collections Center Drive
Chicago, IL 60693

Blue Cross/Blue Shield of Florida  --                     $265,175
120 Fifth Avenue
Piitsburgh, PA 15222

Alpha/Owens-Corning                Trade Debt             $224,765

Selden Mast Inc.                   Trade Debt             $162,440

Athey & Co.                        Services               $159,641

Lewmar Marine                      Trade Debt             $134,520

Depere Foundry, Inc.               Trade Debt             $116,112

Mastry Engine Center               Trade Debt             $104,882

Greenline Industries               Trade Debt              $93,989

Snell & Wilmer, L.L.P.             Services                $92,587

Composites One                     Trade Debt              $79,324

Doyle/Ploch/Sailmakers             Trade Debt              $67,358

Bomar Inc.                         Trade Debt              $62,506

McOmber & McOmber                  Services                $60,610

Liberty Mutual                     Insurance               $55,321

Inland Plywoor Company             Trade Debt              $54,784

ZF Marine LLC                      Trade Debt              $49,265

Sweetwater Lumber & Land           Trade Debt              $48,982

McDonald & Associates              Trade Debt              $48,120

C. Silverton Marine Corporation, Luhrs Corporation, Mainship
Corporation, Ovation Yachts Corporation, Salisbury 10 acres, LLC,
and Salisbury 20 Acres, LLC's Consolidated List of 20 Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Textron                            --                   $1,020,000
P.O. Box 9354
Minneapolis, MN 55440

Ven Yachts CA                      Trade Debt             $200,000
Av Beethoven, Torre
Financiera, Piso 5 Oficina 5-A
Urb. Colinas De Bello Monte,
Caracas, Venezuela

GE COmmerical Distribution         --                     $153,805
Finance Europe Limited
Solna Stranvag 98
Box 320
S-17175 Stockholm
Sweden

KDE Marin Denizcilil Tur.Tic.A.S.  Trade Debt              $94,923

Athey & Co.                        Services                $68,642

Gioia Sails, Inc.                  Trade Debt              $61,937

Bank of America Trade Operations   Loan                    $52,762

Mid-Atlantic Appraisals            Services                $50,449

Nac Mahogany Co.                   Trade Debt              $49,189

Kraft Corp.                        Trade Debt              $47,953

Inland Plywood Company             Trade Debt              $45,773

Aoc Canada Inc.                    Trade Debt              $41,548

N A Taylor Company Inc.            Trade Debt              $41,439

Joule Yacht Transport, Inc.        Trade Debt              $39,396

Samuel R. Vercoe                   Trade Debt              $37,798

Buck Algonquin Co. Inc.            Trade Debt              $37,021

City of Millville                  Utilities               $34,613

Rex Lumber Company                 Trade Debt              $31,435

Marine Systems, Inc.               Trade Debt              $30,247

C&S Yacht Sales, Inc.              Trade Debt              $30,000


MPG OFFICE: Swings to $10.4 Million Net Income in First Quarter
---------------------------------------------------------------
MPG Office Trust, Inc., reported net income of $10.46 million on
$87.99 million of total revenue for the three months ended
March 31, 2012, compared with a net loss of $39.98 million on
$79.33 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed
$2.19 billion in total assets, $3.11 billion in total liabilities,
and a $913.35 million total deficit.

A copy of the press release is available for free at:

                        http://is.gd/e9s6KY

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.


NASH FINCH: Moody's Says Weak Results Credit Negative
-----------------------------------------------------
Moody's Investors Service stated that Nash Finch's Ba3 Corporate
Family Rating and stable outlook are unchanged following the
company's release of first quarter operating results that were
weaker than Moody's had expected. "The company's weak performance
is credit negative, but we expect Nash Finch to maintain good
liquidity and credit metrics that are consistent with the rating,"
stated Mariko Semetko, an Analyst at Moody's. "While leverage may
be slightly higher than our expectations, the company's credit
metrics have cushion to weather temporary hiccups," added Ms.
Semetko.

Nash Finch, headquartered in Edina, Minnesota, reports three
operating segments: military food distribution, food distribution,
and retail supermarkets. The military distribution segment (about
half of revenues) provides the company with a unique source of
stability during volatile economic times. The food distribution
segment distributes groceries to retailers, including Nash Finch's
own 46 supermarkets that are primarily located in the Upper
Midwest of the United States. Revenues for the 12 months ending
March 24, 2012 were just under $4.8 billion.


NET ELEMENT: Amends Joint Venture Agreement with Curtis Wolfe
-------------------------------------------------------------
Net Element, Inc., entered into an amended and restated joint
venture agreement, dated as of Dec. 31, 2011, with Curtis Wolfe
regarding the Company's subsidiary LegalGuru LLC.  The Amended
Agreement amends and restates the joint venture agreement entered
into between the Company and Mr. Wolfe effective as of March 29,
2011.

The Company owns a 70% interest in LegalGuru LLC and Mr. Wolfe,
who is a director and Secretary of the Company and Chief Executive
Officer and Chairman of LegalGuru LLC, through Lobos Advisors,
LLC, owns a 30% interest in LegalGuru LLC.  The Amended Agreement
requires the Company and Mr. Wolfe to invest up to an aggregate of
$900,000 in LegalGuru LLC, with Mr. Wolfe investing up to an
aggregate of $100,000 and the Company investing up to an aggregate
of $800,000.  The Original Agreement required the Company and Mr.
Wolfe to invest up to an aggregate of $1,000,000 in LegalGuru LLC,
with Mr. Wolfe investing up to an aggregate of $200,000 and the
Company investing up to an aggregate of $800,000.  In connection
with the $100,000 reduction in the amount required to be invested
in LegalGuru LLC by Mr. Wolfe, Mr. Wolfe agreed to maintain his
current salary of $10,000 per month, with $8,000 of that amount
paid in cash and $2,000 paid in stock options of the Company,
until LegalGuru LLC generates at least $500,000 in revenue.  As of
March 31, 2012, Mr. Wolfe had invested $71,279 in LegalGuru LLC
and the Company had invested $830,983 in LegalGuru LLC.  The
Company agreed that Mr. Wolfe would be entitled to serve on the
Company's Board of Directors for so long as the Company holds a
majority interest in LegalGuru LLC.  Mr. Wolfe has the right, for
36 months from March 29, 2011, to convert his interest in
LegalGuru LLC into 3 million shares of common stock in the
Company.

In addition, on April 24, 2012, the Company entered into the
Limited Liability Company Operating Agreement of LegalGuru LLC,
dated effective as of March 31, 2011, with Lobos Advisors, LLC, a
company of which Curtis Wolfe is the President and managing
member, and LegalGuru LLC.  The Company owns a 70% interest in
LegalGuru LLC and Lobos Advisors, LLC, owns a 30% interest in
LegalGuru LLC.  The LLC Agreement provides that distributions to
the members of LegalGuru LLC are to be made in accordance with
their respective percentage ownership interests.  The LLC
Agreement provides that Mr. Wolfe will have the right to be
appointed as a director of LegalGuru LLC and to appoint one other
director of LegalGuru LLC, and that the Company will have the
right to appoint one director of LegalGuru LLC.  The LLC Agreement
grants each member of LegalGuru LLC rights of first refusal and
tag along and drag along rights with respect to a member's
proposed sale of its membership interest in LegalGuru LLC.

A copy of the Amendment is available for free at:

                        http://is.gd/iSm1Pz

A copy of the LLC Agreement is available for free at:

                        http://is.gd/PnvKIW

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.66 million
in total assets, $6.89 million in total liabilities and a $5.22
million total stockholders' deficit.

For 2011,Daszkal Bolton LLP, in Fort Lauderdale, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses and has an
accumulated deficit and stockholders' deficiency at Dec. 31, 2011.


NET ELEMENT: Kenges Rakishev Discloses 28% Equity Stake
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Kenges Rakishev disclosed that, as of April 20, 2012,
he beneficially owns 213,333,334 shares of common stock of Net
Element, Inc., representing 28% of the shares outstanding.  Mark
Global Corporation beneficially owns 200,000,000 common shares or
a 26.2% equity stake.  Mr. Rakishev is the sole shareholder of
Mark Global.  A copy of the filing is available for free at:

                        http://is.gd/clTPQv

                        About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.66 million
in total assets, $6.89 million in total liabilities and a $5.22
million total stockholders' deficit.

For 2011,Daszkal Bolton LLP, in Fort Lauderdale, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses and has an
accumulated deficit and stockholders' deficiency at Dec. 31, 2011.


NEW GUINEA GOLD: Cease Trade Order After Missed Annual Report
-------------------------------------------------------------
New Guinea Gold Corporation has received a Management Cease Trade
Order from the British Columbia Securities Commission, the
principal regulator of New Guinea Gold, in accordance with part 4
of National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults.

The Company applied for the MCTO because its 2011 annual audited
financial statements, management's discussion and analysis, and
corresponding CEO and CFO certifications for the year ended
Dec. 31, 2011 were not filed by the required filing deadline of
April 30, 2012.  As disclosed in the Company's news release dated
April 24, 2012, the Annual Financial Filings were not filed before
the Filing Deadline due to unforeseen delays in the completion of
the Company's proposed plan of arrangement with PNG Gold
Corporation.  The Company had anticipated that the Arrangement
would be completed prior to the Filing Deadline, and therefore
that the Annual Financial Filings would not be required.

While the Company remains committed to the completing of the
Arrangement by the May 31, 2012 deadline and has indicated to PNG
Gold in writing that it is prepared to waive the condition
precedent in its favour that PNG Gold obtain two year renewals for
its exploration licenses in Papua New Guinea, it awaits PNG Gold's
decision on whether PNG Gold wishes to consummate the Arrangement.
New Guinea Gold will issue a news release before market opening on
Monday, May 7, 2012 in respect of the status of the Arrangement.

As a result of the Company's delay in making the Annual Financial
Filings, on May 1, 2012, the BCSC issued the MCTO which imposes
restrictions on all trading in and all acquisitions of securities
of the Company, whether direct or indirect, by all of the persons
who are currently directors or officers of the Company. All other
parties are permitted to freely trade the Company's securities.

New Guinea Gold's auditors are completing the audit of the
Company's 2011 annual financial statements, and the Company
continues to expect to file the Annual Financial Filings on or
before May 30, 2012.  Pursuant to the requirements of the
Alternative Information Guidelines specified in Section 4.4 of NP
12-203, the Company confirms that since the issuance of the
Default Announcement, there has not been any material change to
the information provided therein, nor has there been any failure
by the Company in fulfilling its stated intentions with respect to
satisfying the AIG.  In addition, there has not been any specified
default by the Company under NP 12-203 other than the delay in
filing the Annual Financial Filings, and there is no other
material information concerning the affairs of the Company that
has not been generally disclosed.

Until the Annual Financial Filings are filed, the Company intends
to continue to satisfy the requirements of the Alternative
Information Guidelines specified in Section 4.4 of NP 12-203 by
issuing bi-weekly Default Status Reports, each of which will be
issued in the form of a news release.  The Company intends to file
its next Default Status Report by May 14, 2012.


PINNACLE AIRLINES: FAA Heightens Inspection on Bankrupt Carriers
----------------------------------------------------------------
Jerry Zremski, writing for the Buffalo News, reported that
Margaret Gilligan, the Federal Aviation Administration's associate
administrator for safety, told a House Aviation Subcommittee at a
hearing on April 25, 2012, that the FAA routinely beefs up safety
inspections once any passenger airline enters bankruptcy.

According to Buffalo News, Ms. Gilligan's comments came in
response to a question from the panel's chairman, Rep. Tom Petri,
R-Wis., who cited the Pinnacle Airlines bankruptcy when asking:
"Are people cutting corners because of their financial situation?"

In response, the report related, Ms. Gilligan not only pointed to
the FAA's increased oversight of bankrupt carriers, but also said:
"It's clear that the industry thinks that an investment in safety
is an important business investment."

The report noted that the hearing was a wide-ranging look at
aviation safety three years and two months after the crash of
Continental Connection Flight 3407 in Clarence Center, which
claimed 50 lives.  A commuter airline owned by Pinnacle's Colgan
Air operated Flight 3407.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.


PLAYBOY ENTERPRISES: S&P Places 'B-' Corp. Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B-' corporate credit
rating for Chicago, Ill.-based Playboy Enterprises Inc., along
with its 'B-' issue-level rating on the company's senior secured
credit facilities, on CreditWatch with negative implications.

"The CreditWatch listing is based on our expectation that Playboy
is at risk of violating its one-time minimum EBITDA covenant at
the end of the second quarter of 2012 as the company continues its
restructuring," explained Standard & Poor's credit analyst Daniel
Haines.

"The minimum EBITDA covenant requires that the company generate at
least $45 million of EBITDA during the first half of 2012 on an
annualized basis. In the event that a breach occurs, the sponsor
would be permitted to provide a cash infusion of $10 million to
cure the default. In addition, the company has not delivered its
audited financial statements within the time frame stipulated by
its credit agreement, and now must do so within a defined grace
period," S&P said.

"We could lower the rating if we conclude that Playboy will not
deliver its audited financials imminently by May 11. Assuming that
it does complete the audit process, we could still lower the
rating if it becomes apparent that the company will breach the
minimum EBITDA covenant. We expect to closely follow developments
and discuss with management early in the second half the progress
it made with its licensing and sponsorship strategy," S&P said.


PONTIAC BUILDING: Moody's Affirms 'Caa1' Rating on Tax Debt
-----------------------------------------------------------
Moody's Investors Service affirms the Caa1 rating on Pontiac
Building Authority's (MI) general obligation limited tax debt. The
Caa1 rating applies to $315,000 in outstanding Moody's rated debt,
secured by the City of Pontiac's general obligation limited tax
pledge. The outlook remains negative.

Summary Ratings Rationale

The Caa1 rating reflects the city's history of fiscal distress and
narrow liquidity, recent General Fund operating surpluses,
expected large deficit balance in fiscal 2012, and pending
developments that may help stabilize the city's financial position
in the future. The Caa1 rating also considers the severely
challenged local economy, which is heavily concentrated in the
automotive industry and continues to contend with high
unemployment and significant tax appeals. The negative outlook
reflects the likelihood that the city's financial position may
deteriorate due to greater than anticipated budget shortfalls and
limited cash flow information that questions the city's ability to
make timely debt service payments beyond June 2012.

STRENGTHS

- Strong state oversight provided by Michigan Public Act 4

- Implementation of significant structural budget changes
including elimination of fire and police departments and changes
to health care benefits

- Strong support of Oakland County that may result in defeasance
of debt and County undertaking of the city's sewer plant and
operations, potentially alleviating significant expenditure
pressures

WEAKNESSES

- Limited cash flow information available to confirm the city's
ability to meet debt service payments beyond June 2012

- Weak economy expected to remain stressed with declining
population and wealth indices

Outlook

The negative outlook reflects Moody's opinion that Pontiac's
operations will remain pressured, and uncertainty of cash flow to
meet its debt service payments or eliminate the expected General
Fund deficit in the near term. Future credit reviews will focus on
the city's ability to stabilize financial operations and make
timely debt service payments.

WHAT COULD CHANGE THE RATING UP (OR REVISE OUTLOOK TO STABLE)

- Disciplined expenditure reductions coupled with strengthened
ongoing revenue streams to eliminate deficit position

- Dramatic improvement in regional economy and employment levels;
taxbase diversification

- Significant improvement in liquidity

- Successful negotiation results Oakland County

WHAT COULD CHANGE THE RATING DOWN

- Revenue challenges that continue to exceed expenditure
solutions

- Continued operating deficits further straining narrow liquidity

- Further increase of the city's leveraged debt position

- Prolonged tax base erosion

- Demonstration of inadequate cashflows to ensure timely debt
service payments

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


PORTER BANCORP: Reports $1.5 Million Net Income in First Quarter
----------------------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.50 million on $15.75 million of interest income for the
three months ended March 31, 2012, compared with net income of
$799,000 on $19.61 million of interest income for the same period
a year ago.

The increase in net income was primarily attributable to the gain
on sale of investment securities in the first quarter of 2012
which totaled $2.0 million compared with $83,000 in the first
quarter of 2011 and a decrease in the Company's provision for loan
losses in the first quarter of 2012 which totaled $3.8 million
compared to $5.1 million in the first quarter of 2011.  Those
improvements were partially offset by lower net interest income in
the first quarter of 2012 compared with the first quarter of 2011.

The Company's balance sheet at March 31, 2012, showed $1.38
billion in total assets, $1.30 billion in total liabilities and
$82.79 million in total stockholders' equity.

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

                       http://is.gd/Pu5iXA

                      About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.


PRINCE SPORTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Prince Sports, Inc.
        aka Ektelon, Viking Athletics
        1 Advantage Court
        Bordentown, NJ 08505

Bankruptcy Case No.: 12-11439

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                  Case No.
        ------                                  --------
Prince Sports Holdings, LLC                     12-11440
Prince Sports Acquisition Holdings Corporation  12-11441
Prince Sports Management Holdings, LLC          12-11442

Chapter 11 Petition Date: May 1, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

About the Debtors: Founded in 1970, Prince Sports has a 42-year
                   track record of developing premium quality
                   products for the racquet sports industry.  The
                   Company pioneered many innovative designs,
                   including the "oversized" racquet, the
                   "longbody" racquet, and technology for racquet
                   applications such as Triple Threat, 03 and
                   EX03.  Prince sells its products through brands
                   like "Ektelon," which sells racquetball
                   racquets, footwear and gloves and "Viking
                   Athletics," through which it sells platform
                   tennis paddles, balls and gloves.  Prince is
                   distributed in over 100 countries.

Debtors' Counsel: James E. O'Neill, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: jo'neill@pszjlaw.com

                         - and -

                  Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

Debtors'
Restructuring
Advisor:          FTI CONSULTING, INC.

Debtors'
Notice and
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS LLC

Total Assets: $54.2 million

Total Debts: $65 million in secured debt plus $10.2 million in
             trade debt to its vendors and $1.8 million in other
             payables.

The petitions were signed by Gordon Boggis, president and chief
executive officer.

Consolidated List of Their 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Da Sheng (Bvi) International       Trade                $1,966,845
Holding Limited
No. 133, Sec. 3, Ming
Sheng Road
Taya Dist., Taichung City,
Taiwan, R.O.C.

Pais International Limited         Trade                $1,937,058
Unit 1302, Ashley Nine
9-11 Ashley Road
Tsimshatsui, Kowloon, Hong Kong

Marshal Industrial Corp.           Trade                $1,901,838
Parkes Commerical Centre, Room 1503
2-8 Parkes Street
Tsimshatsui, Kowloon, Hong Kong

Bridgestone Tecnifibre Co., Ltd.   Trade                  $709,398
43/42 Moo. 1 Chachoengsao ?
Satta Hip Road
T. Khao Maikaew, A. Banglamung
Chonburi 20150 Thailand

Ocean Well Co., Ltd.               Trade                  $657,131
No. 29-5, Lane 59, Nanyang Road
Fengyuan City, Taichung Hsien,
Taiwan, R.O.C.

Topkey Corporation                 Trade                  $624,019
No. 18, 20th Road, Industrial Park
Taichung, Taiwan

Dragon Step International Ltd.     Trade                  $500,666
No. 912, Zhongshan Road,
Shengang Dist., Taichung
City 429, Taiwan, R.O.C.

Taiwan Lucky Trip Ent. Ltd.        Trade                  $455,739
No. 128 Lane 412 Jehn Shing Road
Taichung, Taiwan, R.O.C.

Sky Ocean Enterprises Limited      Trade                  $454,403
Olivia ? 8F-2 No. 631, Sec.1,
Chung Der Road
Taichung, 40452 Taiwan

Toa-Strings Co., Ltd.              Trade                  $435,123
1-24 Yagumodori, 3-chome
Chuo-ku, Kobe 651-0078
Japan

Show-Tech Industrial Co., Ltd.     Trade                  $322,847
48-27. Pu Tsai Road. Pu Nan Tsan,
Puyan Hsiang
Changhuahsien, Taiwan, R.O.C.

International Merch                Sponsor Fees           $273,090
Corp/Tennis Clients
1360 East 9th Street, Suite 100
Cleveland, OH 44114-1782

Gallant Industries                 Trade                  $203,304

Enthree Indsutrial CO. Ltd.        Trade                  $193,835

Yao I Fabric Co., Ltd.             Trade                  $186,086

Risk Point Consulting              Insurance              $152,500

Golden Power Limited               Trade                  $119,422

Isosport Verbundbauteile Gmbh      Trade                  $114,163

Sportlux Enterprise Co. Ltd        Trade                  $111,137

Win Grand Industries Limited       Trade                  $104,621


PROVIDENCE, RI: S&P Lowers Special Obligation Debt Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating and underlying rating (SPUR) on Providence, R.I.'s general
obligation (GO) debt to 'BBB' from 'BBB+' based on its opinion
of the city's deteriorating fund balance and liquidity position,
intractable pension liability growth, and optimistic 2013 budget
assumptions.

Standard & Poor's also lowered its long-term rating and SPUR on:

  * Lease revenue debt issued by Providence Public Building
    Authority, Providence Redevelopment Agency, and Rhode Island
    Health and Educational Building Corp. supported by the city,
    to 'BBB-' from 'BBB'; and

  * Debt secured by the moral obligation of the city, including
    the city's series 2005E, 2005F, and 2005G special obligation
    tax-increment refunding bonds and the redevelopment agency's
    certificates of participation, issued for the Port of
    Providence, to 'BB' from 'BB+'.

The outlook on all of the ratings remains negative, reflecting the
ongoing fiscal pressure affecting the city.

"The negative outlook reflects our expectation that the rating
could be lowered over the next two years due to the ongoing fiscal
pressure affecting the city. During the past four fiscal years,
the city's general fund balance and liquidity have deteriorated
significantly, leading to diminished financial flexibility and
cash flow. Though city management has taken numerous steps to
enhance revenue and drastically cut or avoid expenditures in an
attempt to restore structural balance, the city's budget remains
structurally imbalanced, in our opinion. Some line-items in the
2013 budget are conjectural in nature, and it is uncertain at this
time whether such savings will be realized and sufficient to close
the budget gap," said Standard & Poor's credit analyst Matthew
Stephan. "If structural balance is not restored over the next two
fiscal years and the city's general fund position continues to
deteriorate, we could lower the rating. We also may lower the
rating if the city becomes further liquidity-constrained,
evidenced by significant cash-flow borrowing or cash-flow
concerns, or if we believe the city may file for bankruptcy, even
if we believe other options to deal with fiscal stress may remain.
If, on the other hand, expenditure cuts, revenue stability, and
good management policies allow the city's finances to stabilize
and then improve, we could revise the outlook to stable."


ROSETTA RESOURCES: S&P Affirms 'BB-' Rating on $200MM Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue rating
on Rosetta Resources Inc.'s (Rosetta) $200 million senior
unsecured notes after the company increased its borrowing base on
its senior secured revolving credit facility (not rated) to $625
million from $325 million. "The recovery rating remains '2',
indicating our expectation of substantial (70% to 90%) recovery in
the event of a payment default," S&P said.

"The ratings on Houston-based oil and gas exploration and
production company Rosetta reflect Standard & Poor's assessment of
the company's 'weak' business risk and 'aggressive' financial
risk. Ratings incorporate the company's small proved reserve base
relative to peers, its aggressive growth strategy, and its
reliance on one location (Eagle Ford) for much of its future
growth. Our ratings also reflect its exposure to robust crude oil
prices and its healthy credit protection measures," S&P said.

RATINGS LIST
Rosetta Resources Inc.
Corporate credit rating             B+/Stable/--

Ratings Affirmed
Senior unsecured debt rating        BB-
  Recovery rating                    2


RSC EQUIPMENT: S&P Withdraws Downgraded 'B' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on RSC Equipment Rental Inc. to 'B' from 'B+' and removed
the rating from CreditWatch, where it had been placed with
negative implications on Dec. 16, 2011. "We subsequently withdrew
the rating," S&P said.

"At the same time, Standard & Poor's raised its issue ratings on
RSC's $200 million senior unsecured notes due 2019 and $650
million senior unsecured notes due 2021 to 'B' from 'B-' and
removed them from CreditWatch with positive implications. We
revised the recovery ratings on these two issues to '4',
indicating our expectation of average (30%-50%) recovery in a
payment default, from '6'. We have withdrawn all our other issue
ratings on RSC's debt," S&P said.

RSC's acquisition by United Rentals Inc. (URI) closed on April 30.
As part of the transaction, URI is assuming RSC's existing
unsecured debt -- two outstanding issues -- and repaying other
debt of the company.

"The upgrade of RSC's senior unsecured notes still outstanding
reflects our expectation that recovery prospects for these issues
have improved because of the acquisition," said Standard & Poor's
credit analyst John Sico.


RUBY TUESDAY: Moody's Rates $250MM Senior Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Ruby Tuesday,
Inc.'s proposed $250 million guaranteed senior unsecured notes due
2020. Moody's also assigned Ruby Tuesday a B2 Corporate Family
Rating (CFR) and Probability of Default Rating (PDR).The rating
outlook is stable. Also, Moody's assigned a SGL-2 speculative
grade liquidity rating. Concurrently with the proposed transaction
the company intends to amend its existing revolving credit
facility (not rated by Moody's).

Proceeds from the proposed note offering will be used to repay
existing debt, potential share repurchases and acquisitions.
Ratings are subject to Moody's review of final documentation and
the execution of the transaction as proposed. This is the first
time Moody's rates this debt for Ruby Tuesday.

Ratings assigned are:

Corporate Family Rating at B2

Probability of Default Rating at B2

$250 million guaranteed senior unsecured notes due 2020 at B3 (LGD
5, 74%)

The rating outlook is stable

SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale

The B2 Corporate Family Rating reflects Ruby Tuesday's weak
operating trends, particularly traffic, and the expectation that
soft consumer spending environment that will continue to pressure
same store sales, earnings and debt protection metrics. The
ratings also reflect the company's relatively weak interest
coverage and high leverage, The ratings are supported by the
company's high level of brand awareness, material scale, a more
strategic focus on advertising and promotions that should help to
stabilize traffic trends, cost saving initiatives, and good
liquidity.

The stable outlook reflects Moody's view that the company's more
strategic focus on advertising and promotions should help to
stabilize negative traffic trends. These initiatives along with
various cost saving plans already in place should improve leverage
at the restaurant level and result in improved earnings and debt
protection metrics. The outlook also expects that management
maintain sound financial policies, that liquidity remains good and
it is successful in amending its revolving credit facility on
terms and conditions currently proposed. The outlook could be
negatively impacted by a meaningful increase in interest expense
relative to current expectations.

The ratings and outlook also acknowledge the company's recent need
to obtain waivers and consents from certain of its mortgage loan
obligations and its bank credit facility to permit certain of its
subsidiaries to in part maintain guarantees currently in place for
its bank facility and issue guarantees to the new notes, among
other requirements. It is Moody's understanding that the company
was successful in receiving the necessary waivers and consents to
remain in compliance with the requirements under its loan and
mortgage documents.

Factors that could result in a negative outlook include a higher
interest cost on the proposed note offering versus what is
currently expected as pro forma interest coverage is already
relatively weak for the rating. Whereas, a negative outlook or
downgrade could occur in the event the company is unable to
stabilize negative traffic trends or operating performance were to
deteriorate for any reason. Specifically, a downgrade could occur
if EBITA coverage of interest expense approached 1.0 time or debt
to EBITDA exceeded 5.5 times on a sustained basis.

Given the expectation that weak traffic trends will continue over
the intermediate term a higher rating is unlikely at this point.
However, factors that could result in an upgrade include a
sustained improvement in earnings driven by positive operating
trends, particularly a stabilization of traffic, and lower costs.
Specifically, an upgrade would require EBITA coverage of interest
expense above 2.0 times and debt to EBITDA of about 4.5 times and
on a sustained basis.

The principal methodology used in rating Ruby Tuesday, Inc was the
Global Restaurant Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Ruby Tuesday, Inc, owns, operates and franchises casual dining
restaurants under the brand names Ruby Tuesday, Lime Fresh Mexican
Grill, Marlin & Ray's, Truffles(R)and Wok Hay. Annual revenues are
about $1.3 billion.


RUBY TUESDAY: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Maryville, Tenn.-based Ruby Tuesday
Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'B-' issue-level
rating with a preliminary '5' recovery rating to the company's
proposed $250 million senior unsecured notes. The preliminary '5'
recovery rating indicates our expectation for modest (10% to 30%)
recovery of principal in the event of a payment default," S&P
said.

"Ruby Tuesday intends to use the proceeds from the notes mainly to
repay $155 million in existing revolver borrowings, about $45
million in existing senior notes, and nearly $20 million in
mortgage-related debt. The company could use the proceeds in the
future to fund share repurchases and other acquisitions," S&P
said.

"The rating on casual-dining restaurant chain Ruby Tuesday
reflects our expectation that credit metrics will continue to
weaken in the near term," said Standard & Poor's credit analyst
Diya Iyer. "While the transaction adds only modest leverage, we
expect operating performance will decline in the coming year
because of continued top-line erosion and increased costs
associated with the company adjusting its strategy to reposition
itself in the saturated bar-and-grill category within the
restaurant industry."

"The stable rating outlook reflects our expectation that
operational deterioration, coupled with limited debt reduction,
will result in worse credit measures over the intermediate term.
We could lower the rating if debt leverage approaches 7x and FFO
to total debt declined below 10%. This could occur if gross margin
falls 150 bps and EBITDA declines about 25% from our expectations
for fiscal 2013. It could also occur if SG&A grows at the mid-
single-digit percentage rate compared with the current low-single-
digit rate we are forecasting. Given Ruby Tuesday's expected
credit measures, our industry outlook, and continued restaurant
closures and conversions, we are not expecting to raise our
ratings over the near term," S&P said.


SBMC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SBMC Healthcare, LLC
        dba Spring Branch Medical Center
        6060 Richmond Avenue, Suite 315
        Houston, TX 77057

Bankruptcy Case No.: 12-33299

Chapter 11 Petition Date: April 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

About the Debtor: According to Chron.com, the Spring Branch
                  Medical Center closed in 2010 after more than 50
                  years in operation.  The property was later
                  purchased by McVey & Co. and was scheduled to
                  reopen as an acute care facility in spring of
                  2011.

Debtor's Counsel: Millard A. Johnson, Esq.
                  JOHNSON DELUCA KENNEDY & KURISKY, P.C.
                  1221 Lamar, Suite 1000
                  Houston, TX 77010
                  Tel: (713) 652-2525
                  Fax: (713) 652-5130
                  E-mail: mjohnson@jdkklaw.com

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

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

The petition was signed by the president of McVey & Co.
Investments LLC, sole manager.

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HCA ? Parallon Business Solutions  Trade Debt             $390,000
6640 Carothers Parkway
Franklin, TN 37067

GE Healthcare                      Maintenance Contract   $288,842
P.O. Box 84553
Dallas, TX 75284-3553

Tara Energy ? 40124                Utility                $265,000
P.O. Box 203463
Houston, TX 77216-3463

Center Point Energy                Utility                $150,841

City of Houston Water Dept.        Utility                $141,446

Allied Healthcare Services         Staffing               $138,884

EmCare Physican Services, Inc.     Trade Debt             $115,778

Luby's                             Trade Debt             $108,000

Advanced Radiation Physics         Trade Debt              $88,513
Services

Greater Houston Emergency          Trade Debt              $87,829
Physicians

Freedom Medical                    Trade Debt              $87,780

CFM Emergency Care Specialist LLP  Trade Debt              $63,180

Beckman Coulter, Inc.              Trade Debt              $60,378

Universal Hospital Services        Trade Debt              $58,654

HCA ? Information Technology &     Trade Debt              $57,000
Service

Avaya                              Trade Debt              $56,717

AT&T                               Utility                 $56,391

Johnson Controls                   Trade Debt              $53,697

Schindler                          Trade Debt              $52,117

Echo Tech Unlimited                Trade Debt              $52,000


SEARCHMEDIA HOLDINGS: Delays Form 20-F for 2011
-----------------------------------------------
SearchMedia Holdings Limited was unable to file its annual report
on Form 20-F for the year ended Dec. 31, 2011, prior to the filing
deadline because the Company needs additional time to complete the
required information in the Form 20-F.  The delay could not be
cured without unreasonable effort or expense.  The Company plans
to file the Form 20-F on or before May 15, 2012, as permitted
under Rule 12b-25.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SECOND CHANCE: Class Action Claim Filed in Bankruptcy Court
-----------------------------------------------------------
The offices of Kanner & Whiteley, LLC and Silverman & Morris,
P.L.L.L. have announced the procedures for joining in a class
action claim that has been filed in the bankruptcy case of SCBA,
formerly known as Second Chance Body Armor, Inc.  The Class Claim
involves bulletproof vests manufactured by Second Chance, which
contain the fiber Zylon(R).  The Class Claim states that the vests
failed to meet performance standards for which they were
guaranteed and that the vests were unfit for their intended
purpose.

Anyone who purchased or used a bulletproof vest manufactured by
Second Chance, which contains the fiber Zylon(R) may be eligible
for a payment up to $750 per vest.  The judge overseeing the
Second Chance bankruptcy has to "allow" or approve the Class Claim
before any payments are made.  Since Second Chance has filed for
bankruptcy, there is only a certain amount of money left to pay
this Class Claim.

Eligible Class Members include anyone who lives in the U.S. who
purchased or used a bulletproof vest manufactured by Second
Chance, which contains Zylon(R).  For those who have already filed
a claim in the bankruptcy case, they are only eligible for a
payment if an objection to their claim was filed and has not
already been resolved.

If the Class Claim is allowed, the exact amount of the payment
will depend on a number of factors including the amount of money
that is awarded by the Court and the number of Class Members who
file valid claims. Payments will be reduced for those individuals
who previously received a payment as part of the Oklahoma
Settlement in 2005 involving Toyobo Company, Ltd., or whose vest
was paid for in whole or in part by someone else, such as the
Bulletproof Vest Partnership Act Program.

                        About Second Chance

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactured wearable and soft
concealable body armor.  The Company filed for Chapter 11
protection (Bankr. W.D. Mich. Case No. 04-12515) on Oct. 17, 2004
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represented the Debtor.  Daniel F. Gosch, Esq., at
Dickinson Wright PLLC, represented the Official Committee of
Unsecured Creditors.  The Debtor's case converted to a Chapter
7 proceeding on Nov. 22, 2005.  James W. Boyd, Esq., serves as
the chapter 7 trustee and is represented by Ronald A. Schuknecht,
Esq., at Lewis Schuknecht & Keilitz PC.  When the Debtor filed
for protection from its creditors, it estimated assets and
liabilities of $10 million to $50 million.


SOLAR TRUST: Sets May 11 as Sale Procedure Hearing
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. filed papers this week to hold
an auction for the projects on June 21.  The U.S. subsidiary of
Germany's Solar Millennium AG is being allowed to market the
projects almost two months longer as the result of financing
provided by Mason Capital Management LLC.

According to the report, before Mason Capital surfaced, the
proposed loan from NextEra Energy Inc., the parent of Florida
Power & Light Co., would have required holding an auction by the
end of April.  The bankruptcy judge in Delaware scheduled a
hearing on May 11 for approval of sale procedures.  If the judge
goes along with the program, bids will be due initially by June
18, followed by a June 21 auction and a hearing on June 27.
Secured lender would be permitted to bid with debt rather than
cash.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SONYA DAKAR: Hollywood Skin Clinic Files for Bankruptcy
-------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that Sonya D. International, the parent company of Sonya
Dakar Skin Clinic, filed for Chapter 11 bankruptcy on May 1, 2012.

Affiliate Hazlaha LLC, which owns the clinic property at 9975
Santa Monica Blvd. in Beverly Hills, also sought Chapter 11
protection.

The clinic, founded by esthetician Sonya Dakar in 1971, has
treated Hollywood celebrities like Drew Barrymore, Gwyneth
Paltrow, Sofia Vergara and Kyra Sedgwick, and recently hosted a
charity spa day with Vanessa Hudgens.

The DBR report notes the Dakar family is embroiled in numerous
legal battles that have pitted Sonya Dakar, her son Yigal and her
daughters, Daniella and Michal, against Sonya's now-estranged
husband, Israel, and her son Natan:

     -- Israel Dakar sued Michal and Daniella Dakar and Sonya D.
        International in 2009 "to obtain ownership of real
        property which the defendant children understood had been
        given to them by their parents years ago."  The status of
        that case is unclear; and

     -- Israel Dakar also sued over the use of the "Sonya Dakar"
        and "The Problem Skin Specialists" trademarks.  Israel and
        Natan Dakar began a company called Mindy's Cosmetics to
        sell the Sonya Dakar skincare line.  When the trademark
        expired, Sonya Dakar renewed it in her name, causing
        Israel Dakar to sue.  The case is still pending, stayed
        until the couple's divorce is finalized.  Both companies
        are still using both trademarks.

According to DBR, the petitions were signed by Michal Dakar,
president of the company.  Sonya Dakar owns 100% of the equity.

Sonya D. International listed under $500,000 in assets and between
$500,000 and $1 million in debts and listed Israel Dakar as an
unsecured creditor with an unknown and disputed claim amount.
Hazlaha claimed between $1 million and $10 million in assets and
fewer than $50,000 in debts.  The clinic property is worth $7
million, subject to a $4.2 million secured claim, and the title is
in Michal Dakar's name.

DBR also notes Sonya Dakar was named as co-debtor in her husband's
Chapter 11 case in October 2011.  That case was closed last month.
Sonya Dakar had asked the court to dismiss that bankruptcy case,
but the court found her motion was "warranted but unnecessary"
because it didn't appear that a Chapter 11 plan could be
confirmed.  Israel was barred from filing for bankruptcy again
from January 2012 to July 2012.


SPRINGLEAF FINANCE: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Springleaf Finance, Inc. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
Springleaf Finance, Inc. and its affiliates.

Moody's current ratings on Springleaf Finance Inc. and its
affiliates are:

Springleaf Finance, Inc.

Commercial Paper (domestic currency) ratings of NP

Springleaf Finance Corporation

Long Term Issuer Rating of B3

Long Term Corporate Family Ratings (domestic currency) ratings of
B3

Senior Unsecured (domestic currency) ratings of B3

Senior Unsecured (foreign currency) ratings of B3

Senior Unsecured MTN Program (domestic currency) ratings of (P)B3

Senior Unsecured Shelf (domestic currency) ratings of (P)B3

Commercial Paper (domestic currency) ratings of NP

CommoLoCo, Inc.

BACKED Commercial Paper ratings of NP

AGFC Capital Trust I

BACKED Preferred Stock (domestic currency) ratings of Caa2 (hyb)

Springleaf Financial Funding Company

BACKED Senior Secured Bank Credit Facility (domestic currency)
ratings of B2

Rating Rationale

Springleaf's B3 corporate family rating reflects its position as
an established national branch-based consumer lender, its
conservative credit culture and controls, and its adequate capital
position. These factors are offset by the company's funding
constraints and weak operating performance.

Rating Outlook

The rating outlook is developing, which reflects Moody's view that
Springleaf's ratings have a balanced probability of being either
upgraded, affirmed, or downgraded by mid-2012.

What Could Change the Rating - Up

Springleaf's long-term ratings could be upgraded if the company
demonstrates improved access to funding, strengthens its
contingency funding plan, and returns to an acceptable level of
profitability, based upon improved asset quality performance.

What Could Change the Rating - Down

Ratings could be downgraded if Springleaf's asset quality and
earnings deteriorate beyond current expectations, its capital
position weakens materially, it is unable to establish access to
funding that preserves franchise positioning and improves net
interest margin, or if it seems likely to pursue a financial
transaction or restructure that results in creditor losses.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


STRATEGIC AMERICAN: Begins Production of Redfish Reef Field
-----------------------------------------------------------
Duma Energy Corp., formerly known as Strategic American Oil
Corporation, announced that through its subsidiary, Galveston Bay
Energy, LLC, the Redfish Reef Field has been brought back into
production.  This field, located in the waters of Galveston Bay,
Texas, has been shut-in for more than 1 year.  The initial
production, currently coming from 5 of the 46 wells in the Redfish
Reef Field, is approximately 143 barrels of oil per day and 2.3
million cubic feet of natural gas per day.  These results may not
be indicative of future production levels.

"The addition of the Redfish Reef Field will greatly boost our
revenue and cash flow.  This field is a largely under-exploited
asset and due to this, we are currently undertaking a large scale
production optimization effort which should provide numerous
opportunities for us to reach our year end production goal of
1,000 barrels of oil equivalent per day," said Jeremy G. Driver,
President and CEO of Duma Energy Corp.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$24.35 million in total assets, $11.59 million in total
liabilities, and $12.75 million in total stockholders' equity.

The Company reported a net loss of $4.49 million on $3.40 million
of revenue for the six months ended Jan. 31, 2012.  The Company
had a net loss of $10.28 million on $3.41 million of revenue for
the year ended July 31, 2011, compared with a net loss of
$3.49 million on $531,736 of revenue for the same period during
the prior year.


TELKONET INC: Sees $14-Mil. to $16-Mil. of Revenue in Fiscal 2012
-----------------------------------------------------------------
Telkonet, Inc., expects revenues of between $14 million and $16
million for fiscal 2012.  The Company expects gross margins of
between 50% and 55%.  Expected net income is between 9% and 11% of
revenues.

The guidance is based on the Company's current expectations.

A copy of the press release is available for free at:

                       http://is.gd/SQLvFZ

                         About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss of $1.90 million in 2011,
compared with a net loss of $2.17 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.19 million in total assets, $4.58 million in total
liabilities, $2.36 million in total redeemable preferred stock,
and $6.24 million in total stockholders' equity.

Following the 2011 results, Baker Tilly Virchow Krause, LLP, in
Milwaukee, Wisconsin, noted that the Company continues to incur
significant operating losses, has an accumulated deficit of
$118.34 million and has a working capital deficiency of $775,000
that raise substantial doubt about the Company's ability to
continue as a going concern.


TERRA BENTLEY II: Court Rules in Village of Overland Pointe Action
------------------------------------------------------------------
In the lawsuit, Terra Bentley II, LLC, v. Village of Overland
Pointe, LLC, Adv. Proc. No. 09-6099 (Bankr. D. Kan.), Bankruptcy
Judge Dale L. Somers held that the plaintiff failed to prove its
claims to avoid two transfers as constructively fraudulent under
the Kansas Uniform Fraudulent Transfer Act.  A copy of the Court's
April 27, 2012 Opinion is available at http://is.gd/g0U6gNfrom
Leagle.com.

Village of Overland Pointe, LLC, is owned or controlled by L. Gray
Turner and John Sweeney, two men who were involved in organizing
Terra-Bentley II, LLC, and were its original managers.  Messrs.
Turner and Sweeney also owned or controlled Terra Venture
Investments, LLC.

Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009.  The Debtor
is represented by James F.B. Daniels, Esq., at McDowell Rice Smith
& Buchanan.  According to the schedules, the Company has assets of
at least $4,564,588, and total debts of $7,608,849.


TRAVELPORT HOLDINGS: Sees $550-Mil. Net Revenue in First Quarter
----------------------------------------------------------------
In connection with a proposed refinancing of approximately $161
million of Travelport Limited's non-extended term loans due August
2013 with new secured term loans, Travelport anticipates
disclosing to prospective investors the following information that
has not been previously reported.

The Company estimates that Net Revenue, Operating Income, EBITDA
and Adjusted EBITDA for the quarter ended March 31, 2012, will be
approximately $550 million, $66 million, $123 million and $140
million, respectively.

Travelport Adjusted EBITDA is defined as earnings before interest,
tax, depreciation and amortization adjusted to exclude the impact
of purchase accounting, impairment of goodwill and intangibles
assets, expenses incurred to acquire and integrate Travelport's
portfolio of businesses, costs associated with Travelport's
restructuring efforts, non-cash equity-based compensation, and
other adjustments made to exclude expenses management views as
outside the normal course of operations.  Adjusted EBITDA is a
non-GAAP financial measure, and the most comparable GAAP measure
is Operating Income.

                    About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 billion
in total assets, $4.30 billion in total liabilities, and a
$957 million total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TW & CO: Has Not Paid Taxes in Full Since 2008
----------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Maryland-based security-guard provider TW & Co. has
not paid its taxes in full since 2008, and owes nearly $3 million
on its federal tax bill.

DBR reports TW & Co., a 617-worker company, said it would use the
bankruptcy case to shut down its operations and sell off its 22
contracts for the best price it can find to raise money to pay off
the tax bill and other debts.

DBR relates a bankruptcy judge has allowed TW & Co. to transfer
management of its biggest contracts to a subcontractor, ensuring
that the federal institutions like the historic Winder Building,
some Smithsonian buildings and several Air Force bases don't go
unwatched as the company searches for a buyer to take on the work
permanently.

Among its duties, TW & Co. was hired to handle the White House's
burn bag starting in 2007, according to papers filed in Bankruptcy
Court.  DBR notes the burn bag is how the White House disposes of
its secrets.  Documents that are too classified for the shredder
get taken offsite in the burn bag to an incinerator.

According to DBR, the Justice Department's tax division has raised
concerns about the company's request to borrow another $1 million
that would pay its employees and the financial professionals who
would wind up its operations.  Department attorneys argued that
such spending could chip away at what the Internal Revenue Service
ultimately recovers.

                          About TW & Co.

TW & Co., a provider of security-guard services for the federal
government, filed a Chapter 11 petition (Bankr. D. Md. Case No.
12-17363) on April 18, 2012.  Based in Lanham, Maryland, TW said
customers include the U.S. Army and Air Force, the Department of
Homeland Security and the General Services Administration.  The
Debtor disclosed assets of $7.4 million and debt of $13 million.

Judge Wendelin I. Lipp presides over the case.  James Greenan,
Esq., at McNamee, Hosea, et al., serves as the Debtor's counsel.
The petition was signed by Tanya Walker, president.


UNIT CORPORATION: Fitch Affirms Low-B Ratings on 2 Senior Debt
--------------------------------------------------------------
Fitch has affirmed Unit Corporation's (UNT) ratings as follows:

  -- Issuer Default Rating (IDR) at 'BB';
  -- Senior Unsecured Debt at 'BB'; and
  -- Senior Subordinated Debt at 'BB-'.

The Rating Outlook is Stable.  Fitch's ratings are based on UNT's
debt-light capital structure, the company's history of low
leverage, management's conservative financial policies and tests
of the company's financial resiliency to stressed commodity
prices.

UNT just came off its best fiscal year since 2007. E&P production
increased 23% in 2011.  WTI average prices were up 19.6%; natural
gas average prices fell 8.5%.  Fleet drilling rig utilization
climbed to 61% while day rates increased 24%. Pipeline revenues
and services increased 35%.  As a result leverage at the end of
the year was low, 0.50 times (x) debt/EBITDA, and UNT was able to
add reserves equal to twice its production.

Fiscal 2012 could turn out somewhat differently, notwithstanding a
very good start in the first quarter.  Oil prices are still high,
but natural gas prices are currently trading between $2.00 and
$2.50 per mmbtu compared to an average of $4.00 in 2011, and
natural gas represents 60% of UNT's hydrocarbon production.  The
loss in E&P revenue has not cascaded down into UNT's drilling rig
or pipeline businesses.  E&P companies have shifted their efforts
towards oil and natural gas liquids plays.  These projects still
need drilling rigs and pipelines to transport hydrocarbons and
this illustrates the benefits of UNT's strategic integration of
field services with oil and gas production.

In 2011 UNT garnered 43% of its revenues and 57% of its operating
income from oil and natural gas production. UNT estimates that a
$.10 per mmcf change in natural gas would cost the company $4.3
million in pre-tax cash flow using 2011 production and excluding
hedges.  By extension the fall in natural gas prices could cost
UNT just short of $80 million before hedge gains, and by our
calculations Fitch estimates that leverage could increase to 0.59
times (x) EBITDA if the current mix of spot and hedged oil and gas
prices holds through the end of 2012.  Negative FCF of around $80
million is expected with these prices owing to higher cash taxes
and an $800 million capital budget.  The latter is a reduction
from last year but a significant increase in capital for pipeline
services which anticipates new and existing processing plant
projects and a higher number of well-head connections.

UNT's assets are supported by a strong equity base, close to $2.0
billion in market capital, a $250 million unsecured committed
revolving credit facility that matures in 2016 and a single senior
subordinated $250 million publicly traded note that matures in
2021. The revolver, which could be upsized, is governed by a
borrowing base currently valued at $600 million by UNT's lenders.
Specific financial tests within the revolver include a 1.0:1.0
current ratio and a maximum long-term debt/EBITDA ratio of
4.0:1.0.  At the end of March, $65.8 million was drawn under the
revolver.  The senior subordinated notes are guaranteed on a
subordinated basis by the same material subsidiaries guaranteeing
the revolver.  The notes subject 'restricted' payments and
additional debt to an EBITDA/interest incurrence test of 2.25x for
so long as the notes are not rated 'investment grade'.

UNT's debt at the end of 2011 was $3.42 per proved reserve barrel.
Debt per flowing barrel was just over $9,000.  Both are favorable
statistics in comparison to peer E&P companies.  UNT also has a
favorable three-year reserve replacement history equal to 166% of
production.

In Fitch tested stressed oil and gas price scenarios, UNT emerges
with a weaker but still strong leverage profile with ample
liquidity to make adjustments to its operating business lines.  We
do not foresee leverage exceeding 1.5x EBITDA in the worst of
pricing scenarios.


USG CORP: Files Form 10-Q, Incurs $27 Million Net Loss in Q1
------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $27 million on $812 million of net sales for the three months
ended March 31, 2012, compared with a net loss of $105 million on
$721 million of net sales for the same period a year ago.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.73
billion in total assets, $3.57 billion in total liabilities and
$154 million in total stockholders' equity.

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

                        http://is.gd/GKzqkR

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VITRO SAB: Bondholders Lose One Appeal, Argue Another
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders of Vitro SAB lost an appeal May 1 in U.S.
District Court in Dallas.  U.S. District Judge A. Joe Fish ruled
in an 11-page opinion that the bankruptcy judge was correct when
he decided in July that Mexico is properly home to Vitro's
principal bankruptcy.

According to the report, bondholders argued fruitlessly to Judge
Fish that the Mexican proceedings weren't in accord with U.S.
Chapter 15 bankruptcy law because the company itself selected the
two foreign representatives who were authorized to act for the
company in the U.S. courts.  Chapter 15 is the part of U.S.
bankruptcy law that governs bankruptcies principally pending
abroad.  Judge Fish said that U.S. law permits a foreign company
to select its own representatives even if they aren't approved by
the foreign court. He said his interpretation is akin to Chapter
11, where a bankrupt company is a so-called debtor-in-possession
with no trustee appointed by the court.

Mr. Rochelle relates that the bondholders have two more chances to
upset the reorganization for the Mexican glassmaker approved
earlier this year in a court in Mexico.

On May 1, the bondholders argued an appeal in the U.S. Court of
Appeals in New Orleans regarding a different aspect of the case.
The bondholders find fault with the Mexican proceedings because
$1.9 billion in claims held by subsidiaries were used to vote down
opposition from bondholders.  The bondholders argue that U.S. law
wouldn't permit the use of insider votes in a Chapter 11
reorganization.  The appeals court didn't rule at the end of
argument.  The appeals court may never reach the main issues
because Vitro contends the particular order on appeal was
overtaken by later events, leaving the appeal moot, Mr. Rochelle
points out.

Mr. Rochelle also reports that in June, bondholders will ask the
bankruptcy judge in Dallas not to enforce the reorganization in
the U.S.  In the appeals court, the narrow question is whether the
lower courts were mistaken when they refused to allow the
bondholders to proceed with certain aspects of a lawsuit in New
York against non-bankrupt Vitro subsidiaries.

The suit in bankruptcy court to decide if the Mexican
reorganization will be enforced in the U.S. is Vitro SAB de CV v.
ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy
Court, Northern District of Texas (Dallas).  The bondholders'
appeal in the circuit court is Ad Hoc Group of Vitro Noteholders
v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).  The bondholders'
appeal of Chapter 15 recognition in district court is Ad Hoc Group
of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-02888, U.S. District Court, Northern District of Texas
(Dallas).

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.


WEST CORP: Files Form 10-Q, Posts $34 Million Net Income in Q1
--------------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $34.04 million on $639.06 million of revenue for the three
months ended March 31, 2012, compared with net income of $34.58
million on $610.81 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.36 billion in total assets, $4.22 billion in total liabilities,
and a $853.52 million total stockholders' deficit.

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

                        http://is.gd/tVyAcT

                      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.

                         Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2011, the Company
said that if it cannot make scheduled payments on its debt, it
will be in default and, as a result:

  -- its debt holders could declare all outstanding principal and
     interest to be due and payable;

  -- the lenders under its senior secured credit facilities could
     terminate their commitments to lend the Company money and
     foreclose against the assets securing the Company's
     borrowings; and

  -- it could be forced into bankruptcy or liquidation.

As of Dec. 31, 2011, the Company had a negative net worth of
$896.4 million.  The Company's negative net worth primarily
resulted from the incurrence of indebtedness to finance its
recapitalization in 2006.

                           *     *     *

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.


WILLIAM LYON: Board of Directors OKs KPMG LLP as Accountants
------------------------------------------------------------
The Board of Directors of William Lyon Homes, based on the
recommendation of the Audit Committee of the Board, authorized the
engagement of KPMG LLP as the Company's independent registered
public accounting firm.  The Company formally engaged KPMG on
April 24, 2012, and the engagement of KPMG will be effective for
the Company's year ending Dec. 31, 2012.

During the Company's fiscal years ended Dec. 31, 2009, and
Dec. 31, 2010, and the subsequent interim period, neither the
Company nor anyone operating on its behalf has consulted with KPMG
regarding either (i) the application of accounting principles to a
specific transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Company's financial
statements, or (ii) any matter that was either the subject of a
disagreement of the type described in Item 304(a)(1)(iv) of
Regulation S-K, or a "reportable event" involving the Company,
within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Furthermore, KPMG has not provided the Company a written report or
oral advice that KPMG concluded was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue.

Windes & McClaughry Accountancy Corporation has been engaged to
audit the Company's financial statements for the fiscal year ended
Dec. 31, 2011, and will be dismissed as the Company's independent
registered public accounting firm upon completion of these
services.  The audit reports of Windes on the Company's
consolidated financial statements for each of the past two fiscal
years ended Dec. 31, 2009, and Dec. 31, 2010, did not contain any
adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting
principles.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.

No creditors committee has yet been appointed by the Office of the
U.S. Trustee.

William Lyon Homes emerged from its voluntary pre-packaged chapter
11 reorganization with the effectiveness of its plan of
reorganization having occurred on February 25.  The U.S.
Bankruptcy Court confirmed the Company's pre-packaged plan of
reorganization on February 10th, just 53 days after its plan and
related petitions were filed.

                           *    *     *

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services withdrew its 'D' corporate credit rating on William Lyon
Homes.  "We withdrew our ratings on William Lyon and its rated
debt after the company emerged from bankruptcy and exchanged
previously rated securities for new, unrated secured notes and
equity," said credit analyst Matthew Lynam.


YRC WORLDWIDE: Lenders Unanimously OK Credit Pact Amendments
------------------------------------------------------------
YRC Worldwide Inc. has reached an agreement with its lenders to
reset certain financial covenants over the life of the loans and
allow the company to retain all proceeds from the auction of
certain surplus properties.  The amendments were supported by 100
percent of its Term Credit Agreement lenders and 100 percent of
its ABL Credit Agreement lenders.

The Term Credit Agreement Amendment also, among other things:

    (i) permits the sale of certain specified parcels of real
        estate without counting those asset sales against the
        annual $25 million limit on asset sales and permits the
        Company to retain the net cash proceeds from such asset
        sales for the payment or settlement of workers'
        compensation and bodily injury and property damage claims;
        and

   (ii) allows the Company to addback to Consolidated EBITDA for
        purposes of the applicable financial covenants the fees,
        costs and expenses incurred in connection with the Term
        Credit Agreement Amendment, the ABL Amendment and the
        Company's contribution deferral agreement.


James Welch, chief executive officer of YRC Worldwide said, "When
YRCW's new leadership team was put in place last year, we
refocused the company on its core strengths to position the
business as a respected industry leader in the North American
less-than-truckload (LTL) shipping industry.  The new leadership
team developed a strategy and business plan, including updated
forecasts focused on reinvesting in the quality of the service we
provide, and we have successfully executed against both our
qualitative and quantitative objectives.  To date, we are pleased
to have exceeded our forecast and to have reached this agreement
with our lenders, which will allow us to continue building on our
current momentum and successes."

"Today, YRCW has the financial flexibility needed to support our
growth strategies and to continue gaining market share.  Thanks to
the company's talented and dedicated workforce, comprised of
32,000 of the best freight professionals in the industry, we are
achieving operational improvements, increasing profitability and
better serving our customers," Welch concluded.

"We appreciate the support of our lenders and believe that these
amendments affirm their confidence in our ongoing initiatives,
their trust in the leadership and the future of YRCW," said Jamie
Pierson, chief financial officer of YRC Worldwide."  Pierson
continued, "Over the last several quarters - while strengthening
our liquidity position and sharpening our focus on the North
American LTL shipping market - we have announced the dispositions
of our truckload subsidiary and a significant portion of our
excess real estate as well as the divestiture of one of our
Chinese joint ventures.  This agreement and unanimous support of
all of our senior lenders is a testament not only to what we have
done but also what we are doing.  Now, it is time to return this
Company to the prominence and pride that it once held as the most
revered company in the industry."

A copy of the second amendment to Amended and Restated Credit
Agreement is available for free at http://is.gd/8h6d4W

A copy of the third amendment to Credit Agreement is available at:

                        http://is.gd/tvkGYf

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a
net loss of $327.77 million in 2010, and a net loss of
$619.47 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion
in total assets, $2.84 billion in total liabilities and a $358.61
million total shareholders' deficit.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


WORLD SURVEILLANCE: Anthony Bocchiochio Named Board Chairman
------------------------------------------------------------
World Surveillance Group Inc. has appointed Anthony R. Bocchichio
as its new Chairman of the Board of Directors.  Mr. Bocchichio is
the CEO and President of Caliber Consulting and Technology Inc., a
privately owned company specializing in security issues and
technology for government agencies and organizations.  Mr.
Bocchichio has over 37 years of experience in all aspects of
Federal drug law enforcement, 25 of those years with the Drug
Enforcement Administration (DEA) and 12 years with the U.S.
Customs Agency Service.  Mr. Bocchichio served in a broad range of
operational and supervisory positions within both agencies and
retired as the Assistant Administrator, Operational Support
Division, of the DEA, Senior Executive Service (SES) 6 level.  The
Company's former Chairman, Michael K. Clark, has resigned from the
Board of Directors.

As the Assistant Administrator of the Operational Support Division
of the DEA and throughout his career, Mr. Bocchichio has been
involved in the development of new technology in order to better
support the operational needs of DEA.  The Assistant Administrator
is DEA's senior executive for information technology,
investigative technology, research and development, forensic
science, information security, physical security, personnel
security, and the administration of DEA worldwide.  As the
Assistant Administrator, Mr. Bocchichio was responsible for over
800 sworn Federal Special Agents, engineers, technologists,
forensic scientists, lawyers, and professionals of many other
disciplines and managed a yearly budget that exceeded $300 million
with long-term capital investments/inventory of approximately
$1 billion.  Since his retirement from government service, Mr.
Bocchichio has been involved in all aspects of security and has
been a member of various professional associations and committees
to further the development of sound surveillance technology in
support of law enforcement.

Chairman Bocchichio stated "I am honored and pleased to have the
opportunity to join the Board of Directors of WSGI.  I share with
the rest of the Board and our management team a strong desire to
build on WSGI's advanced technology to take the Company to the
next level.  Our goal is to leverage my extensive government
experience and global contacts to transition WSGI from a virtual
research and development venture into a revenue producing
enterprise capable of securing and delivering on government and
commercial business."

WSGI President and CEO Glenn Estrella stated "As our strategic
plan enters its next phase focusing on contract procurement,
production and revenue growth, our Board of Directors and
management team felt the timing was perfect to bring in an
experienced executive like Mr. Bocchichio to help lead our Company
at this exciting time.  We believe Mr. Bocchichio's extensive
experience in security and surveillance related technologies and
operations as well as his global government and commercial
contacts will be invaluable during this next phase of the
Company's development.  We look forward to working with Mr.
Bocchichio and with new partners and customers both in the U.S.
and internationally to place our technologies into the hands of
those that need them most.  We would like to thank our former
Chairman, Mr. Clark, for his services over the past couple years
which were instrumental in getting the Company to this exciting
point and we wish him the best in his future endeavours."

Mr. Bocchichio's professional associations and committees include
the International Association of Chiefs of Police (IACP) Science
and Technology Committee, Justice Automated Booking Station (JABS)
Board of Directors, Office of National Drug Control Policy
(ONDCP), Executive Office of the President, Counterdrug Technology
Assessment Center Committee, Public Safety Wireless Network (PSWN)
Executive Committee, Justice Wireless Communications Board,
National Reconnaissance Office (NRO) National Civil User's Board,
Knights of Columbus 4th Degree, Assoc. of Former Federal Narcotics
Agents, Assoc. of former Customs Special Agents, and the Federal
Law Enforcement Officers Association.  Mr. Bocchichio has a
Master's Degree in Public Administration from the University of
Southern California and a Bachelor of Science Degree in Criminal
Justice from Empire State College-State University N.Y.

Mr. Bocchichio entered into a letter agreement with the Company
dated April 29, 2012, in connection with his services as a
director and as Chairman of the Board that provides for the
issuance of 5.0 million shares of the Company's common stock for
his first year of service and the payment to him of $5,000 per
month as compensation.  The Company also entered into its standard
indemnification agreement with Mr. Bocchichio.

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $1.12 million in 2011, compared
with a net loss of $9.79 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 million
in total assets, $16.97 million in total liabilities, and a
$14.20 million total stockholders' deficit.

For 2011, Rosen Seymour Shapss Martin & Company LLP, in New York,
expressed substantial doubt about World Surveillance's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.

                        Bankruptcy Warning

The Company's indebtedness at Dec. 31, 2011, was $16,647,378.  A
portion of those indebtedness reflects judicial judgments against
the Company that could result in liens being placed on the
Company's bank accounts or assets.  The Company is reviewing its
ability to reduce this debt level due to the age or settlement of
certain payables but the Company may not be able to do so.  This
level of indebtedness could, among other things:

   -- make it difficult for the Company to make payments on this
      debt and other obligations;

   -- make it difficult for the Company to obtain future
      financing;

   -- require the Company to redirect significant amounts of cash
      from operations to servicing the debt;

   -- require the Company to take measures such as the reduction
      in scale of its operations that might hurt the Company's
      future performance in order to satisfy its debt obligations;
      and

   -- make the Company more vulnerable to bankruptcy or an
      unwanted acquisition on terms unsatisfactory to it.


* Moody's Says Investors Remain Cautious on Insurers
----------------------------------------------------
Investors continued to have a more negative view relative to
Moody's ratings of the global insurance sector at the end of the
first quarter of 2012, based on Moody's Global Insurance CDS
Index, or MDYGIX, the rating agency says in a new report titled
"Insurance CDS Spreads Tighten in Q1; Biggest Movers Are Genworth
and AIG". The median CDS-implied ratings gap of companies in the
index remained negative at quarter-end, after dropping below zero
in late 2007. AIG and Genworth both saw a significant narrowing in
their CDS-implied ratings gaps during the quarter, although the
latter gave much of the improvement back at the start of Q2.

The median gap was negative 2.5 notches at the end of the first
quarter, slightly wider than the 2.3 notches recorded at end-2011.
And five-year mid-spreads narrowed across all insurance sectors,
consistent although not as much as the broader corporate market.

"CDS spreads for both investment-grade and below-investment-grade
firms narrowed during the first quarter of this year," says Senior
Vice President Scott Robinson. "This indicates that although
concerns about economic decline in Europe and beyond continue to
weigh on the markets, and in particular financial firms, in the US
investors see the economic recovery is expanding." The movement in
insurance CDS spreads reflects this general market sentiment.

Trends were mixed across sectors, Mr. Robinson says. The US
multiline sector improved the most, narrowing 1.4 notches, while
global reinsurance saw the biggest deterioration, widening 0.6
notches, with other sectors showing smaller fluctuations.

The improvement in the multiline sector was driven by AIG and
Genworth. Genworth, however, gave much of this back in April after
it announced it was delaying a minority IPO of its Australian
subsidiary. As for AIG, it continues to strengthen its credit
profile while pursuing a long-term plan to improve the performance
of its core insurance operations.


* Moody's Says US Public Finance Debt Downgrades Hit Record High
----------------------------------------------------------------
U.S. public finance rating revisions for the first quarter of 2012
saw the highest amount of downgraded debt since 2009 as the trend
of downgrades exceeding upgrades continued for the 13th quarter,
says Moody's Investors Service in a new report.

"Despite positive economic indicators including declining
unemployment levels, some improvement in consumer confidence and
an uptick in housing sales, credit quality in much of the US
public finance sector continues to feel the lagged impacts of the
Great Recession," said Moody's AVP Analyst Dan Steed, author of
the report. "As a result, we expect downgrade activity will
outpace upgrades in most public finance sectors over the remainder
of 2012."

The first quarter's downgraded debt totaled $80.9 billion, some
58% of which was related to downgrades of Illinois and
Connecticut. Other sizable downgrades included Detroit and the
Puerto Rico Electric Power Authority. It was the second highest
level of debt downgraded in one quarter in 10 years, and was 14
times higher than the par amount of debt upgraded in the quarter.

The downgrade-to-upgrade ratio across US public finance sectors in
the first quarter of 2012 was 2.5 to 1. This is well below the
peak of 5.3 to 1 observed in the third quarter of 2011 and lower
than the full year 2011 ratio of 4.1 to 1.

The report, "U.S. Public Finance Rating Revisions for Q1 2012:
Highest Quarterly Total of Downgraded Debt -- $80.9 Billion --
Since 2009," includes separate sections dedicated to each of the
public finance sectors covered by Moody's: state governments,
local governments, not-for-profit healthcare, higher education and
non-profits, infrastructure, and housing.

The 45 upgrades in the first quarter was up modestly from
quarterly levels in 2011.

"Upgrades occurred in all sectors, and were predominantly
supported by better financial results due to management teams'
cost-cutting efforts, efficiency strategies and other proactive
budgeting actions," said Mr. Steed. "Also helpful were recent
improvements in economically sensitive revenues and a favorable
debt market environment."


* Moody's Says Pension Shortfalls Constrain US Newspaper Sector
---------------------------------------------------------------
US newspaper publisher's recent fourfold jump in pension
contributions and projected future contributions are consuming
cash that otherwise could be deployed to reinvestment and debt
reduction, hampering their financial performance, says Moody's
Investors Service in "Newspaper Pensions: A Hole in the Bucket," a
new special comment on the industry.

"Pension funding requirements are consuming Gannett Co., New York
Times Co. (NYT), and McClatchy Co.'s cash, raising leverage and
hurting their credit quality," said John Puchalla, a Moody's Vice
President - Senior Credit Officer and author of the report. "We
estimate that pension contributions comprised more than 20% of
free cash flow in 2011, for all three companies combined, and we
expect this to grow above 30% in 2012 and 2013."

Moody's notes that the additional leverage caused by including
pension significantly raises debt-to-EBITDA ratios for the three;
by 0.9x for Gannett, 1.6x for McClatchy and 2x for NYT at the end
of 2011, from the 0.1. to 0.6x impact prior to the 2008 downturn.

Moody's believes the near-term effect on credit quality will be
marginal, as the three companies will likely be able to manage the
pension requirements along with other basic cash needs, thanks to
proactive management of debt maturities with no significant debt
coming due until 2014.

Still, McClatchy remains the most vulnerable, with the highest
leverage and least business diversity, although Moody's notes that
its modest maturity profile prior to 2017 provides good near-term
financial flexibility. While the increase in pension obligations
is an issue across industries, newspaper publishers are
particularly challenged because revenue took a permanent step down
during the recession and will continue to be under pressure.

The full report is entitled "Newspaper Pensions: A Hole in the
Bucket".


* Due-on-Sale Clause No Bar to Chapter 13 Plan
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Amy J. St. Eve in Chicago ruled
on April 30 in a Chapter 13 case that a due-on-sale clause isn't
enforceable when property is inherited from a relative.  The case
is French v. BMO Harris Bank NA, 12-1896, U.S. District Court,
Northern District Illinois (Chicago).


* Dundas & Wilson's Verrill Joins Chadbourne's London Office
------------------------------------------------------------
The international law firm Chadbourne & Parke LLP announced that
John Verrill has joined the Firm's London office as a partner in
the insolvency and financial restructuring group.

Mr. Verrill comes to Chadbourne from Dundas & Wilson, a leading UK
corporate and commercial firm, where he was co-head of the
insolvency and restructuring team, and before that was a partner
at Lawrence Graham LLP.

With over 25 years of experience in the corporate recovery sector,
Mr. Verrill is a highly qualified restructuring partner. During
his career, he has advised on restructuring and insolvency issues
in a wide range of sectors, both debtor and creditor side, with a
particular focus on complex cross-border insolvency matters and
company voluntary arrangements.  He has extensive experience in
both contentious and non-contentious roles.

"Having John join us in London is strategically important for
Chadbourne's insolvency and financial restructuring group," said
Claude Serfilippi, Managing Partner of Chadbourne's London office.
"He will be well placed to drive and support matters handled by
our integrated insolvency practice in our New York, Mexico City,
Warsaw and Moscow offices."

"John's high visibility in the London market and cross-border
insolvency experience complements our existing international and
cross-border capabilities," added Howard Seife, global chair of
the Firm's insolvency and financial restructuring practice.  "John
will be a tremendous asset for our clients."

Chadbourne is a leader in the use of cross-border ancillary
proceedings, including its representation in Chapter 15s of the
liquidators of Hellas Telecommunications and the receiver in the
Russian bankruptcy of Yukos Oil.

"This is an exciting time for Chadbourne's London office as we
continue to add first-rate legal talent and expand upon our
existing practice areas," remarked Chadbourne Managing Partner
Andrew A. Giaccia.  "We are proud to have John on our team and
look forward to benefitting from the strong experience and
insights he will bring on insolvency matters."

Chadbourne's bankruptcy and restructuring lawyers have represented
clients in Chapter 11 cases and corporate restructurings in the
United States and abroad, working for financial institutions,
insurance companies, bondholders, funds and formal and ad hoc
committees. They have had leading roles in the Tribune, TOUSA,
Xerium, Capmark, Chrysler, Lehman Brothers, Enron, Refco and
Mirant Chapter 11 cases.

Mr. Verrill is a member of the Insolvency Lawyer's Association;
the Association of Business Recovery Professionals (R3), INSOL
Europe; INSOL International.

He received his LL.B. with honors from University College, London.

                     About Chadbourne & Parke

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- is an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law, trusts and estates and government contract
matters. Major geographical areas of concentration include Russia,
Central and Eastern Europe, Turkey, the Middle East and Latin
America. The Firm has offices in New York, Washington D.C., Los
Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv,
Istanbul, Dubai and Beijing.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Caymus Lake Forest, Inc.
   Bankr. E.D. Calif. Case No. 12-13406
      Chapter 11 Petition filed April 16, 2012
         See http://bankrupt.com/misc/caeb12-13406.pdf
         represented by: Justin D. Harris, Esq.

In Re Belle Mere Properties, LLC
   Bankr. N.D. Ala. Case No. 12-70782
      Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/alnb12-70782p.pdf
         See http://bankrupt.com/misc/alnb12-70782c.pdf
         represented by: Herbert M. Newell, III, Esq.
                         Newell & Associates LLC
                         E-mail: hnewell@newell-law.com

In Re Gynger Williams
   Bankr. N.D. Ala. Case No. 12-81268
    Chapter 11 Petition filed April 17, 2012

In Re Nimbus Brewing Company, LLC
   Bankr. D. Ariz. Case No. 12-08122
      Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/azb12-08122.pdf
         represented by: Eric Slocum Sparks, Esq.
                         Eric Slocum Sparks PC
                         E-mail: hnewell@newell-law.com

In Re Robert Aguiar
   Bankr. E.D. Ark. Case No. 12-12259
    Chapter 11 Petition filed April 17, 2012

In Re Larry Knowles
   Bankr. C.D. Calif. Case No. 12-23615
    Chapter 11 Petition filed April 17, 2012

In Re Lukoff, Mandelblatt, LLC
   Bankr. C.D. Calif. Case No. 12-13577
      Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/cacb12-13577.pdf
         represented by: Michael H. Raichelson, Esq.
                         The Law Offices of Michael H. Raichelson
                         E-mail: mhr@cabkattorney.com

In Re Parties By Panache, Inc.
   Bankr. C.D. Calif. Case No. 12-14839
      Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/cacb12-14839.pdf
         represented by: Gerard W O'Brien, Esq.
                         Gerard W O'Brien & Assoc PC
                         E-mail: gerardwobrien@gmail.com

In Re Umbrian Properties LLC
   Bankr. C.D. Calif. Case No. 12-23524
      Chapter 11 Petition filed April 17, 2012
         filed pro se
         See http://bankrupt.com/misc/cacb12-23524.pdf

In Re Sheman Tang
   Bankr. N.D. Calif. Case No. 12-31173
    Chapter 11 Petition filed April 17, 2012

In Re RAC Builders, LLC
   Bankr. D. Colo. Case No. 12-17647
      Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/cob12-17647p.pdf
         See http://bankrupt.com/misc/cob12-17647c.pdf
         represented by: Lee M. Kutner, Esq.
                         E-mail: lmk@kutnerlaw.com

In Re Willard Kenyon
      Tanya Kenyon
   Bankr. D. Colo. Case No. 12-17618
    Chapter 11 Petition filed April 17, 2012

In Re Gregory Lewandowski
   Bankr. N.D. Ill. Case No. 12-15568
    Chapter 11 Petition filed April 17, 2012

In Re Old Colonial Realty Corp.
   Bankr. D. Mass. Case No. 12-13243
     Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/mab12-13243.pdf
         represented by: Joseph P. Foley, Esq.
                         Law Offices of Joseph P. Foley
                         E-mail: jfoley@conversent.net

In Re Lori Oancea
   Bankr. E.D. Mich. Case No. 12-49761
    Chapter 11 Petition filed April 17, 2012

In Re G. T. Gillespie
   Bankr. N.D. Miss. Case No. 12-11581
    Chapter 11 Petition filed April 17, 2012

In Re George Anast
   Bankr. D. Nev. Case No. 12-14512
    Chapter 11 Petition filed April 17, 2012

In Re 18 RVC, LLC
   Bankr. E.D.N.Y. Case No. 12-72378
     Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/nyeb12-72378.pdf
         represented by: Gary C. Fischoff, Esq.
                         Steinberg, Fineo, Berger & Fischoff
                         E-mail: gfischoff@sfbblaw.com

In Re IL Castello Lido Restaurant, Inc.
   Bankr. S.D.N.Y. Case No. 12-11572
     Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/nysb12-11572.pdf
         represented by: Edward L. Koester, Esq.
                         E-mail: edkoester@optonline.net

In Re Robert Eberwein
   Bankr. S.D.N.Y. Case No. 12-11580
    Chapter 11 Petition filed April 17, 2012

In Re Alcorn Corp
   Bankr. E.D. Pa. Case No. 12-13742
     Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/paeb12-13742.pdf
         represented by: John E. Kaskey, Esq.
                         E-mail: Jkaskey@braverlaw.com

In Re Susan Bullard
   Bankr. E.D. Pa. Case No. 12-13721
    Chapter 11 Petition filed April 17, 2012

In Re Mark Brooks
   Bankr. E.D. Tex. Case No. 12-41013
    Chapter 11 Petition filed April 17, 2012

In Re Voxelogix Corporation
   Bankr. W.D. Tex. Case No. 12-51218
     Chapter 11 Petition filed April 17, 2012
         See http://bankrupt.com/misc/txwb12-51218.pdf
         represented by: Michael J. O'Connor, Esq.
                         Law Office of Michael J. O'Connor
                         E-mail: oconnorlaw@gmail.com

In Re Jeffery Olsen
   Bankr. W.D. Wash. Case No. 12-13919
    Chapter 11 Petition filed April 17, 2012

In Re Ivey Fund LLC
   Bankr. D. Ariz. Case No. 12-08179
     Chapter 11 Petition filed April 18, 2012
         filed pro se
         See http://bankrupt.com/misc/azb12-08179.pdf

In Re Scott Hazarian
   Bankr. C.D. Calif. Case No. 12-23667
    Chapter 11 Petition filed April 18, 2012

In Re Emily Husary
   Bankr. N.D. Calif. Case No. 12-11112
    Chapter 11 Petition filed April 18, 2012

In Re L.V. Enterprises, LLC
   Bankr. N.D. Calif. Case No. 12-11104
     Chapter 11 Petition filed April 18, 2012
         See http://bankrupt.com/misc/canb12-11104.pdf
         represented by: Michael C. Fallon, Esq.
                         Law Offices of Michael C. Fallon
                         E-mail: mcfallon@fallonlaw.net

In Re Michael Shadman
   Bankr. N.D. Calif. Case No. 12-52908
    Chapter 11 Petition filed April 18, 2012

In Re Dhirendra Patel
   Bankr. S.D. Fla. Case No. 12-19374
    Chapter 11 Petition filed April 18, 2012

In Re Roger Spady
   Bankr. S.D. Fla. Case No. 12-19303
    Chapter 11 Petition filed April 18, 2012

In Re MSA Global, Inc.
   Bankr. N.D. Ga. Case No. 12-59977
     Chapter 11 Petition filed April 18, 2012
         See http://bankrupt.com/misc/ganb12-59977.pdf
         represented by: Evan M. Altman, Esq.
                         E-mail: evan.altman@laslawgroup.com

In Re Scores All Star Sports Bar, Inc.
   Bankr. N.D. Ga. Case No. 12-59998
     Chapter 11 Petition filed April 18, 2012
         See http://bankrupt.com/misc/ganb12-59998.pdf
         represented by: Richard E. Thomasson, Esq.
                         Thomasson Law Firm, LLC
                         E-mail: ret@thomassonlawfirm.com

In Re Aleksander Jakubowski
   Bankr. N.D. Ill. Case No. 12-15699
    Chapter 11 Petition filed April 18, 2012

In Re Millard Family Business, LLC
   Bankr. D. Nev. Case No. 12-50890
     Chapter 11 Petition filed April 18, 2012
         See http://bankrupt.com/misc/nvb12-50890.pdf
         represented by: Kevin A. Darby, Esq.
                         Darby Law Practice, Ltd.
                         E-mail: kevin@darbylawpractice.com

In Re Red Top Investment Group, LLC
   Bankr. M.D. Pa. Case No. 12-02325
     Chapter 11 Petition filed April 18, 2012
         See http://bankrupt.com/misc/pamb12-02325.pdf
         represented by: Lawrence G. Frank, Esq.
                         Thomas, Long, Niesen and Kennard
                         E-mail: lawrencefrank@earthlink.net

In Re Efrain Padilla-Rosa
   Bankr. D.P.R. Case No. 12-02960
    Chapter 11 Petition filed April 18, 2012

In Re Richard Gaines
   Bankr. M.D. Tenn. Case No. 12-03653
    Chapter 11 Petition filed April 18, 2012

In Re Moon Kim
   Bankr. C.D. Calif. Case No. 12-14961
      Chapter 11 Petition filed April 19, 2012

In Re Sonia Sobol
   Bankr. C.D. Calif. Case No. 12-23817
    Chapter 11 Petition filed April 19, 2012

In Re Stephen Tadlock
   Bankr. S.D. Calif. Case No. 12-05573
      Chapter 11 Petition filed April 19, 2012

In Re Silvers Systems Incorporated
   Bankr. M.D. Fla. Case No. 12-05965
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/flmb12-05965.pdf
         represented by: Buddy D. Ford, Esq.
                         E-mail: Buddy@tampaesq.com

In Re 22nd Century Properties, LLC
   Bankr. S.D. Fla. Case No. 12-19523
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/flsb12-19523.pdf
         represented by: Chad T. Van Horn, Esq.
                         E-mail: chad@brownvanhorn.com

In Re Lawrence McKay
   Bankr. D. Idaho Case No. 12-00902
      Chapter 11 Petition filed April 19, 2012

In Re Sicily's NOLA II, L.L.C.
        dba Sicily's Italian Buffet
   Bankr. E.D. La. Case No. 12-11192
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/laeb12-11192p.pdf
         See http://bankrupt.com/misc/laeb12-11192c.pdf
         represented by: Gary K. McKenzie, Esq.
                         Steffes, Vingiello & McKenzie, LLC
                         E-mail: gmckenzie@steffeslaw.com

In Re Big Sky Motorsports, Inc.
        dba BSM Technologies
   Bankr. E.D. Mich. Case No. 12-49971
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/mieb12-49971.pdf
         represented by: Kurt Thornbladh, Esq.
                         Thornbladh Legal Group, PLLC
                         E-mail: kthornbladh@yahoo.com

In Re Francisco Luis Paisan
   Bankr. D.P.R. Case No. 12-02998
      Chapter 11 Petition filed April 19, 2012

In Re S&S Exploration, L.P.
   Bankr. E.D. Tex. Case No. 12-60307
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/txeb12-60307.pdf
         represented by: Scott Alan Ritcheson, Esq.
                         Ritcheson, Lauffer & Vincent, P.C
                         E-mail: scottr@rllawfirm.net

In Re Kenneth Lippmann
   Bankr. D. Utah Case No. 12-25043
      Chapter 11 Petition filed April 19, 2012

In Re Terry Evans
   Bankr. D. Utah Case No. 12-25017
      Chapter 11 Petition filed April 19, 2012

In Re Alexander Dressel
   Bankr. E.D. Wash. Case No. 12-01818
      Chapter 11 Petition filed April 19, 2012

In Re Morgantown Excavators Inc.
   Bankr. N.D. W.Va. Case No. 12-00570
     Chapter 11 Petition filed April 19, 2012
         See http://bankrupt.com/misc/wvnb12-00570.pdf
         represented by: J. Douglas Crane, Esq.
                         J. Douglas Crane, L.C.
                         E-mail: jdclc@adelphia.net



                            *********

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, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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